Jason Ryan
About Jason Ryan
Jason Ryan, age 50 as of April 15, 2025, is a Class II director at GeneDx (WGS), serving on the Board since July 2021 and currently as Chairman; he previously served as Executive Chairman from January 2022 to February 23, 2024 . He was CFO of Foundation Medicine (2015–2018) after senior finance roles there, and COO/CFO at Magenta Therapeutics (2019–2020); earlier finance leadership roles include Taligen Therapeutics, Codon Devices, and Genomics Collaborative, and he began his career at Deloitte . Ryan holds an MBA from Babson College, a BS in economics from Bates College, and is a CPA (Massachusetts) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation Medicine, Inc. | CFO; prior SVP Finance and other finance roles | CFO: Mar 2015–Nov 2018 | Finance leadership; acquisition by Roche context |
| Magenta Therapeutics, Inc. | COO & CFO | Jan 2019–Nov 2020 | Operations/finance oversight |
| Taligen Therapeutics; Codon Devices; Genomics Collaborative | Finance/strategic planning leader | Not disclosed | Finance leadership in life sciences |
| Deloitte & Touche LLP | Early career | Not disclosed | Audit/CPA foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Singular Genomics Systems, Inc. | Director | Apr 2021–Feb 2025 | Not disclosed |
| SomaLogic, Inc. | Director | Mar 2023–Jan 2024 | Not disclosed |
| ArcherDX, Inc. | Director | Apr 2020–Oct 2020 | Not disclosed |
Board Governance
- Board leadership: GeneDx separates the Chairman and CEO roles; Ryan serves as non-executive Chairman, presides over Board meetings, and acts as liaison among directors .
- Committee assignments: The Board maintains Audit, Compensation, and Nominating & Corporate Governance committees; Ryan is not listed as a member or chair of these committees in the 2025 proxy’s committee roster .
- Independence: The Board determined that all current directors except CEO Katherine Stueland and Jason Ryan are independent under Nasdaq rules; Ryan is therefore a non-independent director .
- Attendance: In 2024 the Board met 6 times; Audit met 4; Compensation met 5 (plus 1 unanimous written consent); Nominating met 4. Each director attended at least 75% of meetings of the Board and of committees on which they served .
- Annual meeting attendance: In fiscal 2024, one director attended the prior year’s annual meeting; attendance is encouraged but not mandated .
- Risk oversight: Audit oversees financial controls and disclosure; Compensation oversees compensation-related risks; Nominating oversees governance and Board membership risks .
Fixed Compensation
| Component | 2024 | 2025 Policy (adopted Apr 10, 2025) |
|---|---|---|
| Annual cash retainer – non-employee directors | $40,000 | $50,000 |
| Additional retainer – non-executive Chairman (Ryan) | $40,000 | $50,000 |
| Committee retainers – Audit (member/chair) | $10,000 / $20,000 | $10,000 / $20,000 |
| Committee retainers – Compensation (member/chair) | $7,500 / $15,000 | $7,500 / $15,000 |
| Committee retainers – Nominating (member/chair) | $5,000 / $10,000 | $5,000 / $10,000 |
| Annual director comp cap | Not explicitly stated (2024) | $750,000; $1,000,000 in initial year |
- 2024 cash fees for Ryan: $80,000 (comprised of $40,000 director retainer + $40,000 Chairman retainer) .
Performance Compensation
| Instrument | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs (directors) | 2024 (awarded during year) | 12,924 RSUs; $338,480 fair value | Vests on earlier of first anniversary or next annual meeting | Time-based; no performance metrics |
| Annual RSUs (directors) | 2025 Policy | $240,000 grant-date value | Same vest condition | Time-based; no performance metrics |
| Initial RSUs (new directors) | 2024 Policy | $400,000 | 3-year vest | Time-based |
| Initial RSUs (new directors) | 2025 Policy | $420,000 | 3-year vest | Time-based |
Performance metrics table (directors):
| Metric | Applicability | Terms |
|---|---|---|
| Performance-based equity metrics (e.g., TSR, revenue, EBITDA) | Not applicable to director RSUs | Director RSUs are time-based only; no performance conditions |
Option awards (legacy board grants):
| Grant Date | Shares | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| 10/15/2021 | 675 | $257.07 | 10/15/2031 | Vested at next annual meeting or first anniversary |
| 10/15/2021 | 675 | $257.07 | 10/15/2031 | Vested in equal monthly installments over 3 years |
| 1/18/2022 | 13,022 | $113.85 | 1/18/2032 | Fully vested on 12/31/2022 |
Other Directorships & Interlocks
| Company | Sector | Role | Tenure |
|---|---|---|---|
| Singular Genomics Systems, Inc. | Life sciences tools | Director | Apr 2021–Feb 2025 |
| SomaLogic, Inc. | Proteomics/biotech | Director | Mar 2023–Jan 2024 |
| ArcherDX, Inc. | Molecular diagnostics | Director | Apr 2020–Oct 2020 |
Expertise & Qualifications
- Finance/biopharma leadership: CFO of Foundation Medicine; COO/CFO of Magenta; finance leadership at multiple life science firms .
- Education/credentials: MBA (Babson), BS Economics (Bates), CPA (Massachusetts) .
- Board experience: Multiple public/private life sciences boards; current GeneDx Chairman .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Jason Ryan | 155,858 | <1% | 130 shares directly; 14,372 vested/exercisable options within 60 days; 141,356 shares held by a grantor retained annuity trust where Ryan is trustee and beneficiary |
| Unvested RSUs held (12/31/2024) | 12,924 | N/A | As disclosed in director awards table |
- Stock ownership guidelines: Adopted April 10, 2025; non-employee directors expected to hold 300% of their annual cash director retainer within five years. Counted toward guidelines: direct/beneficially owned shares and unvested time-based RSUs; options and performance-based equity do not count .
- Hedging/pledging: Company policy prohibits hedging transactions, short sales, options on company securities, and pledging GeneDx stock as collateral .
Governance Assessment
-
Strengths
- Separation of Chairman and CEO roles with clear responsibilities for Board leadership and management oversight .
- Active committee structure with independent members; Compensation Committee uses independent consultant Aon, which the Board evaluated and deemed independent with no conflicts in 2024 .
- Stock ownership guidelines enhance director alignment (300% of cash retainer over five years); inclusion of time-based RSUs supports accumulation .
- Meeting cadence and attendance: Board and committees met regularly in 2024; all directors met the ≥75% attendance threshold .
-
Watch items / RED FLAGS
- Independence: Ryan is a non-independent director (formerly an executive officer) while serving as Chairman; investors may scrutinize Board independence and checks/balances .
- Shareholder litigation environment: Multiple law firms announced investigations following a short-seller report in Feb 2025, elevating governance and oversight risk signals for the Board’s controls and supervision .
- Annual meeting engagement: Only one director attended the annual meeting the prior year; while policy encourages attendance, low attendance may be viewed negatively by some governance-focused investors .
Notes on Committee Assignments for Jason Ryan
| Committee | Membership | Chair Role |
|---|---|---|
| Audit Committee | Not listed as member | No |
| Compensation Committee | Not listed as member | No |
| Nominating & Corporate Governance Committee | Not listed as member | No |
| Board Chairman | Chairman | Presides and liaison |
Director Compensation (2024 Actuals)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Restricted Stock and Other Securities (RSUs) | $338,480 |
| Option Awards | $0 |
| Total | $418,480 |
Employment & Contract History (GeneDx)
- Ryan’s prior employment agreement (as Executive Chairman) expired December 31, 2023; it provided an annual base salary and 100% target bonus, and specified 50% employment time commitment .
- Effective February 23, 2024, he resigned his officer role; he continues as Chairman and is compensated under the non-employee director policy .
Shareholder Voting Context (2025 Annual Meeting)
| Proposal | Outcome |
|---|---|
| Class I Director Election: Eli D. Casdin | 16,013,641 For; 6,823,343 Withheld; 2,682,501 broker non-votes |
| Class I Director Election: Joshua Ruch | 17,211,360 For; 5,625,624 Withheld; 2,682,501 broker non-votes |
| Auditor Ratification (Ernst & Young LLP) | 25,459,253 For; 49,423 Against; 10,809 Abstentions |
Implication: Board nominees received majority support; robust auditor ratification may indicate baseline shareholder confidence in financial oversight .
Summary Implications for Investors
- Alignment: Time-based RSU grants and stock ownership guidelines promote ownership, though absence of performance-linked director equity may limit direct pay-for-performance signals .
- Governance quality: Structured committee oversight and use of an independent comp consultant are positives; attendance thresholds met .
- Independence and litigation backdrop: Non-independent Chairman status and ongoing litigation/investigation headlines warrant monitoring of Board oversight rigor, internal controls, and disclosure practices .