Thomas Fuchs
About Thomas Fuchs
Thomas Fuchs, Dr.sc., is a Class I, non-employee director of GeneDx Holdings Corp. appointed effective September 17, 2025, with a term expiring at the 2028 Annual Meeting . He serves as SVP and Chief AI Officer at Eli Lilly, and previously led AI and computational pathology at Mount Sinai; he holds a PhD in machine learning from ETH Zurich and a master’s in technical mathematics from Graz University of Technology . The company disclosed it intends to compensate him under the Non-Employee Director Compensation Policy and to enter a standard indemnification agreement; no related-party transactions requiring Item 404(a) disclosure were identified .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | SVP & Chief AI Officer | Not disclosed | Leads AI strategy across discovery, trials, manufacturing, commercial; scales AI/ML solutions |
| Icahn School of Medicine at Mount Sinai | Dean & inaugural Department Chair for AI and Human Health; Barbara T. Murphy Professor | Not disclosed | Built AI/computational pathology programs; directed Hasso Plattner Institute for Digital Health |
| Hasso Plattner Institute for Digital Health (Mount Sinai) | Director | Not disclosed | Led digital health initiatives integrating data/AI |
| Memorial Sloan Kettering Cancer Center | Research/leadership positions | Not disclosed | Applied AI to diagnostic medicine |
| NASA JPL / Caltech | Research positions | Not disclosed | Advanced ML applications; technical leadership |
| Paige AI (company founder) | Founder | Not disclosed | Commercialized computational pathology AI |
External Roles
| Organization | Role | Board/Committee | Notes |
|---|---|---|---|
| Eli Lilly and Company | SVP & Chief AI Officer | Not a board role | External executive position; no WGS related-party transactions disclosed in connection with appointment |
Board Governance
- Independence: GeneDx states all directors other than the CEO and Chairman qualify as independent under Nasdaq rules; committee members are independent under Nasdaq standards . Fuchs is a non-employee director; the 8-K does not explicitly state the independence determination at appointment .
- Committee assignments: As of the April 30, 2025 proxy, committees were comprised without Fuchs (pre-appointment). Audit: Meister (Chair), Leproust, Pfenniger; Compensation: Ruch (Chair), Casdin, Leproust; Nominating & Governance: Leproust (Chair), Ruch, Casdin . Fuchs’ committee assignments were not disclosed in the 8-K and were pending subsequent filings .
- Attendance: In 2024, the Board met 6 times; Audit 4; Compensation 5; Nominating 4; each director attended at least 75% of meetings—note Fuchs was not yet a director in 2024 .
- Executive sessions: Independent directors meet in executive session alongside regular Board meetings .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Payable quarterly; increased from $40,000 in 2024 |
| Audit Committee member retainer | $10,000 | Chair receives $20,000 (in lieu of member retainer) |
| Compensation Committee member retainer | $7,500 | Chair receives $15,000 (in lieu of member retainer) |
| Nominating & Governance Committee member retainer | $5,000 | Chair receives $10,000 (in lieu of member retainer) |
| Non-executive Chairman additional retainer | $50,000 | Additional to director retainer (applies to Chairman) |
| Annual director compensation cap | $750,000 | Raised to $1,000,000 in initial calendar year of service |
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Initial RSU grant (new directors) | $420,000 | Vests over three years, subject to continued service | |
| Annual RSU grant (incumbent directors) | $240,000 | Vests on earlier of first anniversary or next annual meeting, subject to service | |
| Options | Not part of current director policy | N/A | N/A |
| Metrics (directors) | None disclosed | Time-based RSUs only | No TSR/financial metrics tied to director RSUs |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed at appointment . Prior affiliations with Mount Sinai are historical; no Item 404(a) related-party transactions disclosed for Fuchs . |
Expertise & Qualifications
- AI/ML leadership across pharma R&D, clinical trials, manufacturing, and commercial operations; extensive background in computational pathology and digital health .
- Founder of Paige AI, with prior roles at Memorial Sloan Kettering, NASA JPL, and Caltech, indicating deep technical credentials relevant to GeneDx’s AI-driven genomics strategy .
- Education: PhD (ETH Zurich), master’s in technical mathematics (Graz University of Technology) .
Equity Ownership
| Policy Element | Requirement | Notes |
|---|---|---|
| Director stock ownership guideline | 300% of annual cash director retainer | Applies to non-employee directors; includes unvested time-based RSUs, excludes options and unvested performance-based awards |
| Time to comply | Within 5 years of becoming a director | For Fuchs, expected by September 2030 based on Sept 17, 2025 appointment |
| Counting shares toward guideline | Direct/beneficial ownership and unvested time-based RSUs count; options and performance-based RSUs do not | Clarified in Stock Ownership Guidelines |
Insider Trades
| Date | Filing | Transaction | Details |
|---|---|---|---|
| Sep 17–19, 2025 | Form 4 | Initial grant/appointment reporting | Appointment as director and initial RSU grant consistent with policy; $420,000 RSUs vest over three years |
Governance Assessment
- Board effectiveness: Fuchs adds domain-leading AI and computational pathology expertise aligned to GeneDx’s strategy, likely enhancing oversight on data/AI initiatives and biopharma partnerships . Compensation and attendance structures appear robust; committees operate with independent members under Nasdaq standards .
- Independence and conflicts: The company disclosed no related-party transactions for Fuchs upon appointment (Item 404(a)), and he is a non-employee director; monitor future interactions with Lilly for potential related-party considerations .
- Incentive alignment: Director equity is time-based RSUs with clear vesting; ownership guidelines (300% of retainer within five years) strengthen alignment; caps limit excessive compensation .
- RED FLAGS: None disclosed specific to Fuchs. Broader related-party exposures exist between GeneDx and Mount Sinai/OPKO with fair-market-value arrangements and disclosed subleases; these are systemic considerations rather than Fuchs-specific .