Everett Cunningham
About Everett Cunningham
Everett Cunningham (age 58) is a Class III independent director of Arvinas, Inc. since December 2022, serving on the Audit and Compensation Committees. He is Chief Commercial Officer at Illumina, Inc. (since June 2024) and previously served as Chief Commercial Officer at Exact Sciences (2021–2024), with 30+ years of commercial leadership across healthcare tech, life sciences, and pharma; he holds a B.A. in Economics from Northwestern University . His term as a Class III director runs to the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | Chief Commercial Officer | Jun 2024–present | Global commercial leadership in sequencing technologies |
| Exact Sciences Corp. | Chief Commercial Officer | Oct 2021–Jun 2024 | Led commercial operations for cancer diagnostics |
| GE HealthCare Technologies Inc. | President & CEO, U.S. & Canada | Jul 2019–Sep 2021 | Regional general management for medical technology |
| Quest Diagnostics | SVP, Commercial | Oct 2012–Jun 2019 | Global sales, marketing, commercial operations |
| Pfizer | Multiple senior roles (Regional President APAC Established Products, Sales VP, HR VP) | Various years | Broad commercial and organizational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Visby Medical | Director | Since 2022 | Private medical diagnostics company board member |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member .
- Chair roles: Audit chaired by Linda Bain; Compensation chaired by John Young (Cunningham not a chair) .
- Independence: Board determined Cunningham is independent under Nasdaq rules; he also meets audit and compensation committee independence standards .
- Attendance and engagement: Board met 5 times in 2024; Audit 8; Compensation 5; each current director attended ≥75% of the aggregate of board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO (John Houston) with Lead Independent Director (Briggs Morrison) holding executive session duties and agenda-setting support; independent directors meet in executive session at least twice yearly .
- Say-on-pay as governance signal: 93% approval at 2024 annual meeting, indicating investor support for compensation practices .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Board annual cash retainer (non-employee member) | $45,000 | |
| Board chair incremental cash | $40,000 | |
| Lead Independent Director incremental cash | $30,000 | |
| Audit Committee member fee | $10,000 (chair incremental +$10,000) | |
| Compensation Committee member fee | $7,500 (chair incremental +$7,500) | |
| Nominating & Corporate Governance Committee member fee | $5,000 (chair incremental +$5,000) | |
| Science & Technology Committee member fee | $7,500 (chair incremental +$7,500) | |
| Everett Cunningham – 2024 cash fees earned | $53,400 |
Performance Compensation
Directors receive time-based equity grants (no performance conditions): initial grants vest over three years; annual grants vest in full on the earlier of the first anniversary of grant or the first board meeting after the following annual meeting .
| Grant Date | Instrument | Shares | Exercise Price | Vesting | Expiration | Source |
|---|---|---|---|---|---|---|
| May 29, 2024 | RSUs | 5,899 | N/A | Vests in full on earlier of 1-year or first board mtg after next AGM | N/A | |
| Jun 25, 2025 | RSUs | 16,025 | N/A | Vests in full on Jun 25, 2026 or first board mtg after next AGM | N/A | |
| Jun 25, 2025 | Options | 23,105 | $7.80 | Same schedule as RSUs | Jun 24, 2035 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Illumina, Inc. | Chief Commercial Officer | Illumina is a life sciences supplier; Arvinas could be a customer of sequencing platforms. No related-party transactions involving Cunningham are described in the proxy; audit committee oversees related-person transactions . |
| Visby Medical | Director | Private diagnostics; no disclosures of transactions with Arvinas . |
| Exact Sciences (former) | Former Chief Commercial Officer | No Arvinas transaction disclosures . |
Expertise & Qualifications
- Commercial operations and scaling: senior leadership at Illumina, Exact Sciences, GE Healthcare, Quest Diagnostics; regional/global commercial oversight .
- Pharma experience: multiple senior roles at Pfizer including APAC portfolio leadership, sales, HR; deep commercialization expertise .
- Governance readiness: independent status and service on Audit and Compensation Committees; board finds him qualified given extensive industry experience .
Equity Ownership
| As of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown | Source |
|---|---|---|---|---|
| Mar 31, 2025 | 56,120 | <1% | 4,121 common; 5,899 RSUs vesting within 60 days; 46,100 options exercisable within 60 days; shares outstanding 72,983,588 | |
| Dec 31, 2024 (holdings detail) | Options held: 51,952; RSUs held: 5,899 | N/A | Director equity counts from compensation table footnote | |
| Jun 25–27, 2025 (post grant) | Direct common shares: 26,045 | N/A | After RSU grant; options 23,105 @ $7.80 awarded |
- Policy alignment: Insider Trading Policy prohibits hedging and pledging of company stock; no pledging disclosures for directors in proxy .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Notes | Source |
|---|---|---|---|---|---|---|
| May 31, 2024 | May 29, 2024 | RSU grant (director annual) | 5,899 | $0.00 | Annual RSU grant; time-based full vest within one year schedule | |
| Jun 27, 2025 | Jun 25, 2025 | RSU grant (director annual) | 16,025 | $0.00 | Vests in full by Jun 25, 2026 or first board mtg after next AGM | |
| Jun 27, 2025 | Jun 25, 2025 | Option grant (director annual) | 23,105 | $7.80 | 10-year term expiring Jun 24, 2035; vests on same schedule |
Governance Assessment
-
Strengths
- Independence and committee service: Independent director meeting audit and compensation committee standards; contributes to oversight of financial reporting, risk management, and pay practices .
- Attendance and engagement: Board and committees active in 2024; directors maintained ≥75% attendance and attended annual meeting, indicating engagement .
- Director pay structure aligned with shareholders: Time-based equity (options and RSUs) with one-year vest on annual grants promotes alignment; no hedging/pledging permitted; no option repricing without shareholder approval .
- Compensation committee process quality: Independent consultant (Aon) engaged; no conflicts; robust pay governance controls .
-
Watch points / potential conflicts
- External executive role at Illumina: While independence is affirmed, Illumina is a vendor in life sciences; continued monitoring of any related-party transactions or procurement interactions is prudent; audit committee reviews such transactions per policy .
- Multiple senior external responsibilities: Ensure sufficient time commitment remains; attendance threshold met in 2024 (≥75%) but not quantified per director—monitor ongoing participation .
-
Compensation/ownership alignment signals
- 2024 director compensation: Cash $53,400; equity grant values ~$200,189 (RSUs) and ~$199,976 (options), consistent with program; suggests balanced cash/equity mix .
- Beneficial ownership: Meaningful option exposure and RSUs; incremental annual grants in 2025 reinforce alignment; no pledging disclosed .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; compensation governance limits (no repricing without shareholder approval) and independence determinations mitigate risk .