Joshua Ruch
About Joshua Ruch
Joshua Ruch (age 75) is an independent director of GeneDx Holdings Corp. (WGS), serving on the Board since July 2021; he was Board Chairman from July 2021 to January 2022 and previously served on Legacy Sema4’s board from November 2017 to July 2021. He is co‑founder and managing partner of Rho Capital Partners (since 1981), and earlier worked as an investment banker at Salomon Brothers. He holds an MBA from Harvard Business School and a B.S. in electrical engineering from Technion–Israel Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GeneDx (WGS) | Director; Board Chairman | Director since Jul 2021; Chairman Jul 2021–Jan 2022 | Board leadership transition; independent oversight |
| Legacy Sema4 | Director | Nov 2017–Jul 2021 | Pre‑combination governance continuity |
| Rho Capital Partners | Co‑founder & Managing Partner | 1981–present | Financial sponsor; capital markets expertise |
| Salomon Brothers | Investment Banker | Pre‑1981 | Financial and deal experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount Sinai Health System | Trustee | Not disclosed | Potential interlock given WGS leases/transactions with Mount Sinai |
| Carnegie Hall | Trustee | Not disclosed | Civic/arts governance |
| Technion | Board of Governors | Not disclosed | STEM network; governance role |
| Jacobs Institute (Technion–Cornell) | Steering Committee | Not disclosed | Innovation ecosystem role |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: WGS Board majority independent; all directors except CEO Katherine Stueland and Jason Ryan are independent, including Ruch .
- Attendance: In 2024 the Board met 6 times; Compensation Committee met 5 times; each director attended at least 75% of meetings; independent directors typically meet in executive session .
- Annual meeting attendance: Only one director attended last year’s annual meeting (virtual format) .
- Ownership guidelines (adopted Apr 10, 2025): Non‑employee directors must hold 300% of annual cash retainer within five years; unvested time‑based RSUs count; options and performance awards do not .
- Insider trading and anti‑hedging: Prohibits hedging, short sales, and pledging without approval; applies to directors and immediate households .
- Compensation consultant: Aon engaged; committee determined Aon is independent and free of conflicts in 2024 .
- Clawback policy: Adopted to comply with SEC/Nasdaq for executive incentive compensation upon restatement (applies to executives; governance signal from Compensation Committee) .
Fixed Compensation
| Component | 2024 Policy | 2024 Amount (Ruch) | 2025 Policy Update |
|---|---|---|---|
| Annual cash retainer (Director) | $40,000 | $40,000 | $50,000 |
| Committee chair – Compensation | $15,000 | $15,000 | $15,000 |
| Committee member – Nominating & Governance | $5,000 | $5,000 | $5,000 |
| Additional chair/member fees (Audit; not applicable to Ruch) | Audit chair $20,000; member $10,000 | — | Same |
| Non‑exec Board Chair add’l retainer (Jason Ryan) | $40,000 | — | $50,000 |
| Total cash fees (Ruch) | — | $60,000 | — |
| Annual director RSU grant | Grant‑date value $338,480; 12,924 RSUs vest by earlier of next AGM or 1‑year | $338,480; 12,924 RSUs | Grant‑date value $240,000; same vest schedule |
| New director initial RSUs | $400,000, 3‑yr vest | — | $420,000, 3‑yr vest |
| Annual cap on director pay | — | — | $750,000; $1,000,000 in initial year |
Notes:
- Ruch’s 2024 fees reflect base retainer plus committee chair/member fees consistent with policy .
- No meeting fees are disclosed; compensation structured as retainers plus equity .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑based director pay | None; director RSUs are time‑based, not tied to performance metrics |
WGS introduced performance‑based RSUs for named executive officers in March 2025 (revenue and adjusted net income metrics); this does not apply to non‑employee directors .
Other Directorships & Interlocks
| Relationship | Nature | Amount/Detail | Governance Consideration |
|---|---|---|---|
| Mount Sinai Health System | WGS subleases and commercial arrangements | Rent expense $4.5m (2024); $71.5m future minimum lease payments (undiscounted) at 12/31/2024; $1.8m payments for products/services in 2024; data curation agreement terminated Mar 26, 2024 | Ruch is a Mount Sinai trustee; potential related‑party exposure and informational interlock; Audit Committee reviews related‑party transactions |
| Underwritten Offering (Jan 31, 2023) | Entities affiliated with Rho Partners (Ruch affiliate) purchased WGS shares | 129,870 shares; $1.5m consideration | Capital support from affiliate; ensure ongoing independence and fairness; disclosed as related‑party transaction |
| Related‑party transactions policy | Audit Committee pre‑approves related‑party transactions >$120k | Policy adopted Jul 22, 2021 | Mitigates conflict risk |
Expertise & Qualifications
- Seasoned investor and board member in innovative technology, healthcare, and biotech via Rho Capital Partners; prior investment banking experience at Salomon Brothers .
- Governance leadership: prior WGS Board Chair; current Chair of Compensation Committee; member Nominating & Governance Committee .
- Education: MBA (Harvard Business School); B.S. Electrical Engineering (Technion) .
- Non‑profit and academic governance roles (Mount Sinai, Carnegie Hall, Technion/Jacobs Institute) enhance network and sector knowledge .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 214,807 shares; less than 1% of outstanding |
| Options exercisable within 60 days (as of Apr 15, 2025) | 3,741 shares |
| Unexercised stock options (Dec 31, 2024) | 12,557 shares underlying options |
| Unvested RSUs (Dec 31, 2024) | 12,924 RSUs |
| Director grant 2024 | 12,924 RSUs; $338,480 grant‑date value |
| Stock ownership guidelines | Must reach 300% of annual cash retainer within five years; unvested time‑based RSUs count; options do not |
No pledging activity is disclosed for Ruch; company policy restricts pledging without approval and prohibits hedging/short sales .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; uses independent consultant (Aon) with no conflicts; stock ownership guidelines strengthen alignment; anti‑hedging policy reduces misalignment risk .
- Red flags and monitoring items:
- Potential interlock: Ruch is a trustee of Mount Sinai, a significant WGS counterparty/lessor with multi‑million obligations and payments; ensure robust Audit Committee oversight and recusal on related items .
- Related‑party capital raise: Rho‑affiliated entities participated in 2023 offering; disclosure transparent, but continued independence vigilance warranted .
- Annual meeting attendance: Only one director attended last year’s annual meeting; investor engagement optics could improve .
- Director pay mix: Predominantly time‑based RSUs plus retainers; no performance‑based director equity—common practice but offers limited pay‑for‑performance linkage at the board level; however, executive program added performance RSUs in 2025 .
Overall, Ruch brings deep capital markets and governance experience, but his Mount Sinai trusteeship alongside WGS’s sizable lease and commercial ties to Mount Sinai represents a related‑party sensitivity that should be continuously managed through Audit Committee processes and explicit recusals .