Bionano Genomics, Inc DEF 14A, filed Apr 28, 2025

Bionano Genomics, Inc. (BNGO)

DEF 14A 2025-04-28 For: 2025-06-11

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Added on June 12, 2026

About this DEF 14A

Bionano Genomics, Inc filed this DEF 14A on April 28, 2025.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to § 240.14a-12


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


			By Order of the Board of Directors,

			/s/ Jonathan Dixon
			Jonathan Dixon
			Secretary


Proposals	Page	Board Recommendation
Proposal 1: Election of the two nominees for Class I director named herein, each to hold office until the 2028 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal (the “Director Election Proposal”).	15	For each director nominee

Proposal 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed herein (the “Say-on-Pay Proposal”).	31	For

Proposal 3: Ratification of the selection of BDO USA, P.C. by the Audit Committee of the Board of Directors to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”).	32	For

Proposal 4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to an aggregate of 661,374 shares of common stock upon the exercise of certain Purchase Warrants (as defined below) issued pursuant to the securities purchase agreement, dated January 3, 2025, among the Company and certain institutional investors party thereto (the “Purchase Agreement”) (“Proposal 4” or the “Share Issuance Proposal”).	34	For


SCHEDULE 14A
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
MEETING AGENDA			4
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			14
PROPOSAL 1: ELECTION OF DIRECTORS			15
NOMINEES			15
CLASS I DIRECTOR NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING			16
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING			18
CLASS III DIRECTOR NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING			19
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			21
DIRECTOR NOMINATION PROCESS AND QUALIFICATIONS			21
INDEPENDENCE OF THE BOARD OF DIRECTORS			21
BOARD DIVERSITY			22
BOARD LEADERSHIP STRUCTURE			22
CHIEF EXECUTIVE OFFICER SUCCESSION AND BOARD REFRESHMENT			22
ROLE OF THE BOARD IN RISK OVERSIGHT			22
MEETINGS OF THE BOARD OF DIRECTORS			23
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS			23
Audit Committee			24
Report of the Audit Committee of the Board of Directors			25
Compensation Committee			25
Nominating and Corporate Governance Committee			27
BOARD’S OVERSIGHT OF STRATEGY			29
CYBERSECURITY AND DATA PRIVACY OVERSIGHT			29
MANAGEMENT AND BOARD ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) OVERSIGHT			29
STOCKHOLDER ENGAGEMENT AND COMMUNICATIONS WITH THE BOARD			30
COMMUNICATIONS WITH THE BOARD			30
CODE OF BUSINESS CONDUCT AND ETHICS			30
HEDGING AND PLEDGING POLICY			30
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			31
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			32
PRINCIPAL ACCOUNTANT FEES AND SERVICES			32
PRE-APPROVAL POLICIES AND PROCEDURES			33
PROPOSAL 4: TO APPROVE, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(D), THE ISSUANCE OF UP TO AN AGGREGATE OF 661,374 SHARES OF COMMON STOCK UPON THE EXERCISE OF CERTAIN PURCHASE WARRANTS ISSUED PURSUANT TO THE PURCHASE AGREEMENT			34
DELIQUENT SECTION 16(a) REPORTS			37
EXECUTIVE OFFICERS			38
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS			38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			40
EXECUTIVE AND DIRECTOR COMPENSATION			42
EXECUTIVE COMPENSATION			42
Summary Compensation Table			42
Compensation Program Overview			42


Annual Base Salary			43
Performance-Based Bonus Opportunity			44
Retention Awards			44
Equity-Based Incentive Awards			45
Outstanding Equity Awards at Fiscal Year-End			46
Agreements with Our Named Executive Officers			47
Potential Payments upon Termination or Change in Control			47
Perquisites, Health, Welfare and Retirement Benefits			48
401(k) Plan			48
Nonqualified Deferred Compensation			48
Clawbacks			48
Equity Benefit Plans			48
Equity Compensation Plan Information			51
DIRECTOR COMPENSATION			52
ITEM 402(v) PAY VERSUS PERFORMANCE DISCLOSURE			55
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION			59
RELATED-PERSON TRANSACTIONS POLICY AND PROCEDURES			59
CERTAIN RELATED-PERSON TRANSACTIONS			59
Indemnification Agreements			59
HOUSEHOLDING OF PROXY MATERIALS			61
ADDITIONAL FILINGS			62
OTHER MATTERS			63


Name	Age	Position/Office Held With the Company
Class I directors for election at the Annual Meeting
R. Erik Holmlin, Ph.D.	57	President, Chief Executive Officer and Director
David L. Barker, Ph.D.⁽¹⁾⁽⁴⁾	83	Director

Class II directors whose terms will expire at the 2026 Annual Meeting of Stockholders
Albert Luderer, Ph.D.^(2)(3)(4)	76	Chairman, Director
Kristiina Vuori, M.D., Ph.D.^(1)(3)(4)	57	Director
Hannah Mamuszka⁽¹⁾	48	Director

Class III directors whose terms will expire at the 2027 Annual Meeting of Stockholders
Christopher Twomey⁽²⁾	65	Director
Yvonne Linney, Ph.D.⁽³⁾	63	Director
Aleksandar Rajkovic, M.D., Ph.D.⁽⁴⁾	61	Director


	2024	2023
Audit fees⁽¹⁾	$830,973	$804,176
Audit-related fees⁽²⁾	—	—
Tax fees⁽³⁾	$—	$5,700
All other fees	—	—
Total	$830,973	$809,876


Name	Age	Position
R. Erik Holmlin, Ph.D.	57	President, Chief Executive Officer, Principal Financial Officer and Director
Mark Oldakowski	51	Chief Operating Officer
Alka Chaubey, Ph.D., FACMG	52	Chief Medical Officer
Jonathan Dixon, J.D.	50	General Counsel and Secretary
Mark Adamchak	45	Principal Accounting Officer


Name of Beneficial Owner	Shares Owned Directly	Securities Exercisable within 60 Days of April 14, 2025	Warrants	Number of Shares Beneficially Owned⁽¹⁾	%⁽²⁾
Greater than 5% Stockholders
CVI Investments, Inc.⁽³⁾	178,333	—	—	178,333	6.07%
Directors and Named Executive Officers
David L. Barker, Ph.D.	97	1,301	—	1,398	*
R. Erik Holmlin, Ph.D.⁽⁴⁾	808	6,667	—	7,475	*
Yvonne Linney, Ph.D.	—	1,402	—	1,402	*
Albert Luderer, Ph.D.	—	1,368	—	1,368	*
Hannah Mamuszka	109	1,435	—	1,544	*
Aleksandar Rajkovik, M.D., Ph.D.	—	1,472	—	1,472	*
Christopher J. Twomey⁽⁵⁾	107	1,354	90	1,551	*
Kristiina Vuori, M.D., Ph.D.	—	1,351	—	1,351	*
Vincent Wong, J.D.	—	1,351	—	1,351	*
Alka Chaubey, Ph.D., FACMG	204	2,815	—	3,019	*
Mark Oldakowski	468	2,853	—	3,321	*
All current executive officers and directors as a group (13 persons)⁽⁶⁾	1,993	24,513	90	25,596	0.90%


Name and Principal Position	Year	Salary ($)	Bonus⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽³⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)	All Other Compensation⁽⁵⁾ ($)	Total ($)
R. Erik Holmlin, Ph.D. Chief Executive Officer	2024	600,000	191,955	40,901	140,699	0	16,122	989,677
R. Erik Holmlin, Ph.D. Chief Executive Officer	2023	598,942	0	489,000	153,036	0	13,680	1,254,659
Mark Oldakowski Chief Operating Officer	2024	460,000	121,757	14,843	51,728	0	15,042	663,369
Mark Oldakowski Chief Operating Officer	2023	459,231	0	265,400	146,469	0	13,680	884,780
Alka Chaubey, Ph.D., FACMG Chief Medical Officer	2024	459,615	121,757	14,843	51,728	0	13,965	661,908
Alka Chaubey, Ph.D., FACMG Chief Medical Officer	2023	439,231	0	265,400	146,469	0	13,680	864,780


908 Devices Inc.	Absci Corporation	Adaptive Biotechnologies Corporation	Akoya Biosciences, Inc.
Biodesix, Inc.	CareDx, Inc.	Castle Biosciences, Inc.	Codexis, Inc.
Cytek Biosciences, Inc.	DermTech, Inc.⁽¹⁾	NanoString Technologies, Inc.⁽¹⁾	Nautilus Biotechnology, Inc.
Personalis, Inc.	PhenomeX, Inc.	Quanterix Corporation	Quantum-Si incorporated
Seer, Inc.	Singular Genomics Systems, Inc.⁽¹⁾	SomaLogic, Inc.⁽¹⁾


NAME			2024 BASE SALARY ($)⁽¹⁾
R. Erik Holmlin, Ph.D.			600,000
Mark Oldakowski			460,000
Alka Chaubey, Ph.D., FACMG			460,000


NAME			2024 TARGET BONUS (% of Base Salary)
R. Erik Holmlin, Ph.D.			67%
Mark Oldakowski			55%
Alka Chaubey, Ph.D., FACMG			55%


	Option Awards⁽¹⁾					Stock Awards⁽²⁾
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price Per Share⁽³⁾ ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested⁽⁴⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽⁵⁾ (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽⁴⁾ ($)
R. Erik Holmlin	6/3/2024⁽⁶⁾	420	2,979	$55.80	6/2/2034	—	—	—	—
	6/3/2024⁽¹²⁾	—	—	—	—	733	12,680	—	—
	2/15/2023⁽⁶⁾	1,060	1,273	978.00	2/14/2033	—	—	—	—
	2/15/2023⁽⁷⁾	—	—	—	—	375	6,487
	2/15/2022⁽⁶⁾	1,647	685	1,308.00	2/14/2032	—	—	—	—
	5/12/2021⁽⁵⁾	—	—	—	—	—	—	483	8,355
	4/1/2021⁽⁶⁾	1,183	108	4,698.00	3/31/2031	—	—	—	—
	2/18/2020⁽⁶⁾	482	—	624.00	2/17/2030	—	—	—	—
	3/1/2019⁽¹¹⁾	241	—	2,550.00	2/28/2029	—	—	—	—
	10/1/2018⁽¹¹⁾	426	—	4,662.00	9/30/2028	—	—	—	—
	2/7/2017⁽⁸⁾	156	100	780.00	2/6/2027	—	—	—	—
	1/29/2015⁽⁸⁾	11	—	38,532.00	1/28/2025	—	—	—	—
Mark Oldakowski	6/3/2024⁽⁶⁾	156	1,093	55.80	6/2/2034	—	—	—	—
	6/3/2024⁽¹²⁾	—	—	—	—	266	4,601	—	—
	9/18/2023⁽⁶⁾	204	461	180.00	9/17/2033	—	—	—	—
	9/11/2023⁽⁹⁾	—	—	—	—	167	2,889	—	—
	2/15/2023⁽⁶⁾	418	514	978.00	2/14/2033	—	—	—	—
	2/15/2023⁽⁷⁾	—	—	—	—	167	2,889	—	—
	2/15/2022⁽⁶⁾	762	321	1,308.00	2/14/2032	—	—	—	—
	4/1/2021⁽⁶⁾	417	41	4,698.00	3/31/2031	—	—	—	—
	2/18/2020⁽¹¹⁾	199	—	624.00	2/17/2030	—	—	—	—
	3/1/2019⁽¹¹⁾	99	—	2,550.00	2/28/2029	—	—	—	—
	10/1/2018⁽¹¹⁾	98	—	4,662.00	9/30/2028	—	—	—	—
	2/7/2017	47	—	780.00	2/6/2027	—	—	—	—
	1/29/2015	54	—	642.20	1/28/2025	—	—	—	—
Alka Chaubey	6/3/2024⁽⁶⁾	156	1,093	55.80	6/2/2034	—	—	—	—
	6/3/2024⁽¹²⁾	—	—	—	—	266	4,601	—	—
	9/18/2023⁽⁶⁾	205	461	180.00	9/17/2033	—	—	—	—
	9/11/2023⁽⁹⁾	—	—	—	—	167	2,889	—	—
	2/15/2023⁽⁶⁾	418	515	978.00	2/14/2033	—	—	—	—
	2/15/2023⁽⁷⁾	—	—	—	—	150	2,595	—	—
	2/15/2022⁽⁶⁾	646	270	1,308.00	2/14/2032	—	—	—	—
	4/1/2021⁽⁶⁾	416	41	4,698.00	3/31/2031	—	—	—	—
	9/1/2020⁽¹⁰⁾	500	—	336.60	8/31/2030	—	—	—	—
	7/15/2020⁽¹¹⁾	16	—	300.00	7/14/2030	—	—	—	—
	5/1/2019⁽¹¹⁾	8	—	2,418.00	4/30/2029	—	—	—	—
	10/1/2018⁽¹¹⁾	17	—	4,662.00	9/30/2028	—	—	—	—


	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options and rights	Weighted average exercise price of outstanding options and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by stockholders:
Amended and Restated 2006 Equity Compensation Plan⁽¹⁾	369	$1,905.40	—
2018 Equity Incentive Plan, as amended⁽²⁾	60,811⁽⁴⁾	$921.85	53,276
2018 Employee Stock Purchase Plan⁽³⁾	—	—	1,013
Equity compensation plans not approved by stockholders:
2020 Inducement Plan	805	$1,252.70	5,318⁽⁵⁾
Total	61,985	$937.32	59,607


NAME	FEES EARNED OR PAID IN CASH	OPTION AWARDS ($)⁽¹⁾	TOTAL ($)
David L. Barker, Ph.D.	74,235	16,857	91,092
Yvonne Linney, Ph.D.	45,000	16,857	61,857
Albert Luderer, Ph.D.	70,765	16,857	87,622
Hannah Mamuszka	47,500	16,857	64,357
Aleksandar Rajkovic, M.D., Ph.D.	45,000	16,857	61,857
Christopher Twomey	60,000	16,857	76,857
Kristiina Vuori, M.D., Ph.D.	57,500	16,857	74,357
Vincent Wong, J.D.	50,000	16,857	66,857


Year	Summary Compensation Table Total for PEO⁽¹⁾ $	Compensation Actually Paid to PEO⁽²⁾⁽³⁾ $	Average Summary Compensation Table Total for Non-PEO NEOs⁽⁴⁾ $	Average Compensation Actually Paid to Non- PEO NEOs^(2)(3)(4) $	Value of Initial Fixed $100 Investment Based on Total Shareholder Return⁽⁵⁾ $	Net Income (Loss) (in millions)⁽⁶⁾ $
2024	989,677	535,440	662,639	417,336	0.96	(112.0)
2023	1,532,608	(949,350)	1,034,215	59,870	6.32	(232.5)
2022	2,766,572	740,062	4,721,149	(1,172,710)	48.30	(132.6)


	2024
	PEO	Average Non- PEO NEOs
Total Compensation from Summary Compensation Table	$989,677	$662,639
Adjustments for Pension
Adjustment Summary Compensation Table Pension	$—	$—
Amount added for current year service cost	$—	$—
Amount added for prior year service cost impacting current year	$—	$—
Total Adjustments for Pension	$—	$—
Adjustments for Equity Awards*
Deduct: Grant date fair values of “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table	$181,600	$66,570
Add: Fair value at year-end of unvested awards granted in the current year	$41,383	$15,183
Add: Year-over-year difference of year-end fair values for unvested awards granted in prior years	$(228,982)	$(132,481)
Add: Change as of the vesting date in fair value of awards granted during prior years that vested during the current year	$8,361	$3,106
Add: Change in fair value from the end of the prior year to the end of the current year of awards granted during prior years that were outstanding and unvested as of the current year end	$(93,399)	$(64,541)
Deduct: Fair value at prior year end of awards granted during prior years that were forfeited during the current year	$—	$—
Add: Dividends or other earnings paid during the current year prior to vesting date	$—	$—
Total Adjustments for Equity Awards*	$(454,236)	$(245,303)
Compensation Actually Paid (CAP)	$535,440	$417,336


	For Stock Options Vesting in		For Restricted Share and Restricted Stock Units Vesting in
	2024		2024
Expected volatility	85.80% - 150.11%	Weighted Average Fair Value at vesting	$60.53
Expected dividend yield	0%
Expected term, in years	3.0 - 5.0
Risk-free interest rate	3.42% - 4.87%


			By Order of the Board of Directors

			/s/ Jonathan Dixon
			Jonathan Dixon Secretary