Ellen Goldberg
About Ellen Goldberg
Ellen Goldberg is an independent director of Castle Biosciences (CSTL), serving since July 2021 and currently age 51; she sits on the Compensation Committee and the Nominating & Corporate Governance Committee, and will assume the role of Compensation Committee Chair at the close of the 2025 Annual Meeting . She is Founder & President of CHORD Consulting (since 2011), with prior leadership roles at Crescendo Bioscience (VP Marketing, 2009–2011) and Genomic Health (led marketing; launched Oncotype DX Breast Cancer Assay to >$108MM annual revenue during her tenure), and began her career at Booz Allen & Hamilton and ALZA; her education includes a B.S. in Chemistry (Yale) and M.S. in Chemistry and MBA (Stanford) . The Board’s Qualifications Matrix highlights her strengths in Commercial Execution, Life Science Industry, Digital Health, Regulatory/Lab Services Reimbursement, and diversity of perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CHORD Consulting | Founder & President | 2011–present | Advises executives at diagnostics companies on developing and commercializing novel products; focus on life-threatening/life-altering diseases |
| Crescendo Bioscience | Vice President of Marketing | 2009–2011 | Developer of Vectra DA multi-biomarker RA test; commercial leadership |
| Genomic Health | Marketing leadership | Not specified; prior to Crescendo | Launched Oncotype DX Breast Cancer Assay to >$108MM annual revenue during tenure; led commercial development for colon, prostate, DCIS tests |
| Booz Allen & Hamilton | Strategy Consultant | Early career | Strategy consulting; product development experience |
| ALZA Corporation | Product Development | Early career | Developed new products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Institute Health Innovators Fellowship | Fellow | Not specified | Recognition of healthcare innovation leadership |
| Other public company boards | Not disclosed | — | CSTL proxy biography does not list any other public company directorships |
Board Governance
- Independence: The Board classifies Goldberg as an independent director .
- Committee assignments: Compensation Committee member (becoming Chair at the close of the 2025 Annual Meeting) and Nominating & Corporate Governance Committee member .
- Committee activity: Compensation Committee met 3 times in 2024; Nominating & Corporate Governance Committee met 4 times in 2024 .
- Board attendance: In 2024, the Board met 8 times and all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Time commitment policy: Directors (non-officers) may serve on up to four public company boards in addition to CSTL; all directors are in compliance as of March 31, 2025 .
- Governance structure: Board Chair is independent (Daniel Bradbury), separate from CEO, enhancing oversight independence .
- Committee independence: Audit, Compensation, and Nominating & Corporate Governance Committees were 100% independent in 2024 .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $58,750 | Cash retainers for Board and committee service |
| Director Cash Retainer (policy) | $47,500 (effective May 2024) | Increased from $45,000 to $47,500 in May 2024 |
| Committee Member Retainers (policy) | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $5,000 | Chair retainers: Audit $20,000; Compensation $20,000; Nominating & Governance $10,000 |
Performance Compensation
| Equity Element | 2024 Amount/Policy | Vesting/Terms | Notes |
|---|---|---|---|
| Stock Awards (RSUs) | $205,897 (ASC 718 fair value) | Annual RSUs vest in full on 1-year anniversary or immediately before next annual meeting | Reflects annual grant accounting value; actual policy target value $200,000 |
| Annual Equity Grant (policy) | $200,000 RSUs | One-year vest or pre-next annual meeting | Value calculated using 30-day average closing price |
| New Director Initial Grant (policy) | $350,000 RSUs | Vests in three equal annual installments over 3 years | Value calculated using 30-day average closing price |
| Option Awards (if applicable) | None granted in 2024 for Goldberg | Options under plan have 10-year term; 3-month post-termination exercise (non-cause) | RSUs/options fully vest upon change in control per 2019 Plan |
| Annual Director Compensation Cap | $350,000 total; $550,000 in first year | Based on grant-date value for financial reporting | Directors may decline compensation in part or whole |
The Compensation Committee uses independent consultant Aon; 2024 review concluded no conflicts of interest under SEC/Nasdaq standards . The Committee oversees executive and non-employee director compensation, risk evaluations, and equity plan administration .
Other Directorships & Interlocks
| Entity | Role/Connection | Type | Potential CSTL Interlock/Conflict |
|---|---|---|---|
| CHORD Consulting | Founder & President | Private consultancy | No CSTL-related related-party transactions disclosed involving Goldberg in 2024–2025 |
| Other public company boards | Not disclosed in CSTL proxy biography | — | None disclosed |
Expertise & Qualifications
- Commercial execution and life science industry experience; digital health; regulatory/lab services reimbursement; diversity of perspective per Board Matrix .
- Advanced education: B.S. Chemistry (Yale), M.S. Chemistry and MBA (Stanford) .
- Proven diagnostics commercialization track record (Oncotype DX >$108MM annual revenue during her tenure) .
Equity Ownership
| Item | As of | Amount | Notes |
|---|---|---|---|
| Total Beneficial Ownership | March 21, 2025 | 31,593 shares; <1% of outstanding | Breakdown below; total shares outstanding 28,839,188 |
| Common Shares (direct/indirect) | March 21, 2025 | 18,581 shares | Per beneficial ownership footnote (9) |
| Options/RSUs countable within 60 days | March 21, 2025 | 13,012 shares (options exercisable or RSUs settleable) | Included in beneficial ownership per SEC rules |
| RSUs Outstanding | Dec 31, 2024 | 8,673 units | Aggregate RSUs outstanding at year-end |
| Options Outstanding | Dec 31, 2024 | 13,012 options | Aggregate options outstanding at year-end |
| Ownership Guidelines | Policy | Directors: 3× annual cash retainer | Compliance status for individuals not disclosed |
Governance Assessment
- Strengths: Independent status; impending Compensation Committee Chair role enhances oversight of pay practices; committees fully independent with defined charters; Aon engaged as independent comp consultant with no conflicts; Board Chair independent and separate from CEO; time-commitment policy in place and compliant .
- Engagement: Board met eight times in 2024; all directors met ≥75% attendance; Compensation Committee met three times and Nominating & Governance met four times, indicating active committee engagement .
- Alignment: 2024 director pay mix for Goldberg was predominantly equity by dollar value ($205,897 stock awards vs. $58,750 cash), supporting ownership alignment; directors subject to 3× retainer ownership guideline .
- Conflicts/Related Parties: No related-person transactions disclosed involving Ellen Goldberg; related-party disclosures focus on certain executives and the AltheaDx transaction (not involving Goldberg) .
- Watch items: As Compensation Committee Chair post-Annual Meeting, Goldberg will help set executive pay metrics and director compensation policy—investors should monitor any changes to performance metric rigor, equity award structures, and ownership guideline enforcement .