🧾 What This Document Is

This is a proxy statement, a formal document that public companies must send to shareholders before a big vote. Think of it as an agenda and information packet for the company's annual meeting. It tells you what's being voted on, gives background info, and asks for your proxy (your vote) on specific proposals.

👉 Why it matters: As a shareholder, this is your official notice and your chance to have a say in how the company is run, from electing directors to approving pay.

🏢 What Bionano Genomics Does

In simple terms, Bionano Genomics is a life sciences company that makes tools for analyzing DNA. They develop and sell technology (like their Saphyr system) that helps scientists and doctors see the structure of chromosomes in much greater detail than traditional methods. This is used for genetic research and diagnosing diseases, especially in cancer and rare genetic disorders.

👉 Why it matters: They operate in the competitive genomics and diagnostics industry. Their success depends on adoption of their technology by labs and clinics.

📅 The Big Event: 2026 Annual Meeting

• When: Thursday, May 14, 2026, at 10:00 a.m. Pacific Time.
• Where: Virtual only. No physical location. You join online at www.proxydocs.com/BNGO.
• Record Date: March 19, 2026. If you owned shares on this date, you get to vote.
• Shares Outstanding: 11,091,615 shares were eligible to vote as of the record date.

👉 Why it matters: You need your "control number" (found on your notice or voting form) to actually vote or ask questions during the meeting. If you don't have it, you can only listen.

🗳️ What You're Voting On: The Three Proposals

The board recommends you vote FOR all three proposals.

Proposal 1: Elect Directors

Vote for two people to be Class II directors. They'll serve until 2029.

• Nominees: Dr. Linney and Mr. Twomey (their full bios are in the filing).
• How it works: It's a "plurality" vote. The two nominees with the most "For" votes win.

Proposal 2: Advisory Vote on Executive Pay ("Say-on-Pay")

This is a non-binding vote to approve the compensation of the top executives. It's your chance to tell the board if you think the pay packages are fair.

Proposal 3: Ratify the Auditor

Vote to approve the selection of BDO USA, P.C. as the company's independent accounting firm for 2026.

• This is a "routine" matter, meaning your broker can vote your shares on this even if you don't give instructions.

👥 Who Runs Bionano? Board & Leadership

Board Committees

The work of the board is split into specialized groups:

• Audit Committee: Oversees financial reporting and the auditor. Chaired by Michael Twomey, who is designated the "audit committee financial expert."
• Compensation Committee: Sets pay for executives and directors. Uses an independent consultant, Pearl Meyer.
• Nominating & Corporate Governance Committee: Finds and vets director candidates.
• Science & Technology Committee: Guides the company's tech and product strategy.

Executive Team (Who's NOT a Director)

• Mark Oldakowski, Chief Operating Officer
• Alka Chaubey, Ph.D., FACMG, Chief Medical Officer
• Jonathan Dixon, J.D., General Counsel and Secretary
• Mark Adamchak, Principal Accounting Officer

💰 The Money Talk: Fees & Pay

Auditor Fees

The company paid its auditor, BDO USA, P.C.:

• $532,351 in 2025 for audit fees.
• $830,973 in 2024 for audit fees.

👉 Why it matters: Audit fees are a key cost. The decrease from 2024 to 2025 is notable and could reflect a more streamlined audit process.

Executive Compensation Details

The document includes huge, complex tables showing exactly what the top executives earned in 2025. This includes:

• Salary & Bonuses
• Stock and Option Awards (which make up a very large portion of their pay)
• Other perks

👉 Why it matters: For a growing tech/biotech company, heavy use of stock awards ties executive pay directly to the company's stock performance, aligning their interests with yours.

⚖️ Governance & Policies

Key Policies for Insiders

• Insider Trading Policy: Strict rules prevent employees and directors from trading stock on non-public information.
• Hedging & Pledging Policy: Prohibited. Officers, directors, and employees cannot short-sell Bionano stock, use options, or pledge their shares as loan collateral.

Communication & Oversight

• ESG Oversight: Leadership teams are responsible for integrating environmental, social, and governance goals.
• Cybersecurity: Overseen by the Audit Committee, managed by the Principal Financial Officer (who also serves as the Chief Information Security Officer).
• Talking to the Board: Shareholders can send written communications to the Board via the company secretary.

🔮 What's Next & What This Signals

• The Vote's Impact: The director election will shape the board's direction for the next three years. A low "Say-on-Pay" vote would signal shareholder dissatisfaction and pressure the board to change compensation.
• Continuity: Ratifying the auditor and re-electing directors suggests stability.
• Strategic Focus: The existence of a dedicated Science & Technology Committee on the board signals that technology and innovation are core, board-level priorities for this company.

⚖️ The Big Picture

👍 Strengths:

• Clear governance structure with specialized board committees.
• Strong alignment of executive pay with company performance via equity.
• Prohibits risky behaviors like hedging/pledging by insiders.

⚠️ Risks:

• The company is in a competitive, capital-intensive industry. Its technology must gain market traction.
• Executive compensation, especially large equity awards, will always be under shareholder scrutiny.
• As a virtual-only meeting, shareholder engagement might feel less personal.

🧠 The Analogy

Think of this proxy statement as the annual report card and parent-teacher conference agenda for Bionano. The company is showing you its grades (financials and auditor report), introducing the teachers up for re-election (the directors), explaining its discipline rules (governance policies), and asking if you're okay with the principal's performance plan (executive pay). Your vote is how you give your feedback.

📇 Key Contacts & People

• Jonathan Dixon, Secretary (files the notice)
• Company Address: 9540 Towne Centre Drive, Suite 100, San Diego, CA 92121
• Proxy Solicitor: Morrow Sodali LLC, Contact: (203) 561-6945
• Transfer Agent: Equiniti Trust Company, LLC
• Virtual Meeting Host: www.proxydocs.com/BNGO

🧩 Final Takeaway

This proxy statement is your toolkit for influencing Bionano Genomics' governance. The key takeaways are to review the director bios and executive pay, understand your voting choices, and cast your vote before the virtual meeting on May 14, 2026. Your voice, through your vote, directly impacts the company's leadership and oversight.