LAB grants 4.5M RSUs to CEO & CFO; CFO bonus target raised

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[8-K] Standard BioTools Inc. Reports Material Event

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[8-K] Standard BioTools Inc. Reports Material Event

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[8-K] Standard BioTools Inc. Reports Material Event

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Executive Compensation Analyst neutral

Portfolio Manager neutral

FAQ

Q: What is the new bonus target for CFO Alex Kim?

What did Standard BioTools (LAB) announce in its July 29 2025 8-K?

How do the CEO RSUs vest?

What is the new bonus target for CFO Alex Kim?

Will these awards dilute existing shareholders?

Are the grants performance-based?

What did Standard BioTools (LAB) announce in its July 29 2025 8-K?

How do the CEO RSUs vest?

What is the new bonus target for CFO Alex Kim?

Will these awards dilute existing shareholders?

Are the grants performance-based?

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What did Standard BioTools (LAB) announce in its July 29 2025 8-K?

How do the CEO RSUs vest?

What is the new bonus target for CFO Alex Kim?

Will these awards dilute existing shareholders?

Are the grants performance-based?

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His annual cash bonus target increases to 80 % of base salary , effective 1 Jan 2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

On 29 Jul 2025, Standard BioTools Inc. (LAB) filed an 8-K disclosing new executive retention incentives.

CEO Michael Egholm is granted 3,000,000 RSUs: 25 % vests 1 Aug 2026; the remaining 75 % vests in three equal annual tranches thereafter, subject to continuous service.
CFO Alex Kim is granted 1,500,000 RSUs: 40 % vests 20 Jul 2026 and 60 % vests 20 Jul 2027.
Grants are issued under the amended 2011 Equity Incentive Plan and governed by the 2023/2024 Change-of-Control & Severance Plans.
The Human Capital Committee also raised Mr. Kim鈥檚 annual cash bonus target to 80 % of base salary, retroactive to 1 Jan 2025.

No operating or financial results accompanied the filing. While the equity awards strengthen leadership retention, they add share-based compensation expense and create potential dilution for existing shareholders.

Positive

Strengthened leadership retention via multi-year RSU schedules for CEO and CFO.
Improved alignment of executives with shareholder interests through sizable equity stakes.

Negative

Potential dilution of roughly 5-6 % if all RSUs vest and are issued.
Higher compensation expense without attached performance metrics may raise governance questions.

TL;DR: Large multi-year RSU grants secure CEO/CFO retention; dilution moderate; overall governance-neutral.

The combined 4.5 million RSUs represent a meaningful stake, aligning executives with long-term value creation. A four-year vest for the CEO and two-year vest for the CFO balance retention with shareholder protection. Absence of performance conditions could draw scrutiny but is partially offset by change-of-control provisions that standardize treatment. Accounting expense begins 3Q 25 yet spreads over vesting periods, limiting near-term P&L impact. From a governance standpoint, magnitude appears consistent with small-cap life-science peers competing for talent in the Bay Area.

TL;DR: Neutral event鈥攈elps keep leadership, but dilution risk offsets benefit.

At current share count (~80 M), the grants equal roughly 5.6 % potential dilution if fully issued, moderately dilutive but not alarming. Keeping the CEO/CFO through critical commercialization phases may outweigh this cost. Lack of financial guidance in the filing means no immediate model changes. I regard the news as low-impact for valuation; maintain focus on upcoming Q2 earnings.

08/01/2025 - 04:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 29, 2025

Standard BioTools Inc.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	001-34180 (Commission File Number)	77-0513190 (I.R.S. Employer Identification Number)
2 Tower Place, Suite 2000 South San Francisco, California 94080
(Address of principal executive offices and zip code)
(650) 266-6000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value per share	LAB	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2025, the Board of Directors (the “Board”) of Standard BioTools Inc. (the “Company”) approved restricted stock unit (“RSU”) retention awards for Michael Egholm, Ph.D., President & Chief Executive Officer of the Company, and Alex Kim, Chief Financial Officer of the Company, under the Company’s Amended and Restated 2011 Equity Incentive Plan, as amended (the “2011 Plan”), effective as of August 1, 2025, consisting of the following:

•

Subject to Dr. Egholm remaining actively employed with the Company through the applicable vesting dates, Dr. Egholm shall receive 3,000,000 RSUs, with 25% of the shares underlying the RSUs vesting on August 1, 2026, and the remaining 75% of the shares underlying the RSUs vesting in three equal annual installments thereafter.

•

Subject to Mr. Kim remaining actively employed with the Company through the applicable vesting dates, Mr. Kim shall receive 1,500,000 RSUs, with 40% of the shares underlying the RSUs vesting on July 20, 2026, and the remaining 60% of the shares underlying the RSUs vesting on July 20, 2027.

The RSU retention awards are subject to the terms and conditions of the 2011 Plan and the applicable RSU award agreements thereunder. The RSU retention awards are also subject to the provisions of the Company’s 2023 Change of Control and Severance Plan and 2024 Change of Control and Severance Plan, as applicable, under which Dr. Egholm and Mr. Kim participate, respectively, and their respective Participation Agreements thereunder.

Additionally, on August 1, 2025, the Human Capital Committee of the Board approved an increase to the target amount of the annual performance bonus for Mr. Kim to 80% of Mr. Kim’s base salary, effective as of January 1, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source:

The company approved retention RSU awards of 3.0 M to the CEO and 1.5 M to the CFO, plus a higher bonus target for the CFO.

25 % on 1 Aug 2026; remaining 75 % in three equal annual installments through 2029, contingent on employment.

His annual cash bonus target increases to 80 % of base salary, effective 1 Jan 2025.

If fully vested and settled in shares, the 4.5 M RSUs could dilute the share base by about 5-6 %.

No performance conditions were disclosed; vesting depends solely on continued employment.

August 1, 2025

STANDARD BIOTOOLS INC.

/s/ Alex Kim

Chief Financial Officer