Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 15, 2023, Bill W. Colston, a member of the board of directors (the
"Board") of Standard BioTools Inc. (the "Company"), notified the Board of his
intent to resign from the Board and the compensation committee of the Board,
effective March 15, 2023. Mr. Colston's departure is not due to any disagreement
with the Company or the Board on any matter relating to the operations, policies
or practices of the Company.
On March 15, 2023, upon the recommendation of the nominating and corporate
governance committee of the Board, the Board appointed Fenel Eloi to fill the
Board vacancy created by Mr. Colston's resignation. Mr. Eloi will serve as a
Class I director of the Company for a term expiring on the date of the Company's
annual meeting of stockholders to be held in 2023, until his successor is duly
elected and qualified or until his earlier death, resignation or removal. Upon
the recommendation of the nominating and corporate governance committee of the
Board, the Board also appointed Mr. Eloi to the audit committee and Dr. Carlos
Paya to the compensation committee of the Board.
Mr. Eloi, age 64, has served as Managing Partner of P&M Capital Partners, LLC
since April 2018 and prior to that served as Chief Operating Officer of Cell
Signaling Technology from September 2006 until March 2018, and prior to that he
served as Chief Financial Officer of Cell Signaling Technology. Since February
2021, Mr. Eloi has served on the board of directors of 908 Devices, Inc. where
he chairs the audit committee. Mr. Eloi currently serves on the board of
directors and as chairperson of the audit committee of several privately held
companies, including MitoTherapeutix, Inc. and Ultivue, Inc., and serves on the
board of directors of Vaxess Technologies, Inc. and VIC Technology Venture
Development. Mr. Eloi earned a B.A. in Business from Lee University and an MBA
from Anna Maria College.
The Board has affirmatively determined that Mr. Eloi is an independent director
pursuant to the Nasdaq Stock Market's governance listing standards and those
rules and regulations issued pursuant to the Securities Exchange Act of 1934, as
amended. There are no arrangements or understandings between Mr. Eloi and any
other person pursuant to which Mr. Eloi was appointed as a director. There are
no transactions to which the Company is a party and in which Mr. Eloi has a
material interest that are required to be disclosed under Item 404(a) of
Regulation S-K. Mr. Eloi has not previously held any positions with the Company
and has no family relations with any directors or executive officers of the
Company.
In connection with the appointment of Mr. Eloi to the Board, Mr. Eloi will
participate in the Company's non-employee director compensation program
applicable to all non-employee directors, as the same may be amended from time
to time. Mr. Eloi will also enter into an indemnification agreement in the form
the Company has entered into with its other non-employee directors. A copy of
the Company's form of indemnification agreement was filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-1/A (File No. 333-170965).
On March 15, 2023, the Company issued a press release regarding the appointment
of Mr. Eloi. The full text of the press release is attached as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Title
99.1 Press release of Standard BioTools Inc. dated March 15, 2023
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
© Edgar Online, source Glimpses
STANDARD BIOTOOLS INC. 
