G. Bradley Cole
About G. Bradley Cole
Independent director at Castle Biosciences (CSTL), age 69, serving since 2018. Cole is Audit Committee Chair and a member of the Compensation Committee. He previously served as CFO (2004–2019) and COO (2009–2018) at Genomic Health, and as General Manager, Precision Oncology at Exact Sciences after Genomic Health’s acquisition (Nov 2019–Apr 2020). He holds a B.S. in Accounting (Biola University) and an MBA (San Jose State University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genomic Health, Inc. | Chief Financial Officer | 2004–2019 | Led finance through scale-up of genomic diagnostics; public company CFO experience |
| Genomic Health, Inc. | Chief Operating Officer | 2009–2018 | Operations leadership in diagnostics |
| Exact Sciences Corporation | General Manager, Precision Oncology | Nov 2019–Apr 2020 | Oversaw precision oncology unit post-acquisition |
| Applied Biosystems, Inc. | Chief Financial Officer | N/A disclosed | Prior CFO role at a publicly traded life science tools company |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kiniksa Pharmaceuticals | Director | Since July 2020 | Audit Committee member |
Board Governance
- Independence: Board determined Cole is independent under Nasdaq and SEC rules.
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member). Audit met 4 times, Compensation met 3 times in 2024.
- Financial expertise: Board designated Cole as an “audit committee financial expert.”
- Attendance: Board met 8 times in 2024; all directors attended at least 75% of board and relevant committee meetings; directors attended the 2024 annual meeting.
- Board structure: Classified board (three classes with three-year terms); independent Board Chair (Daniel Bradbury).
| Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Committees | Audit (Chair); Compensation (Member) |
| Audit Committee meetings (2024) | 4 |
| Compensation Committee meetings (2024) | 3 |
| Board meetings (2024) | 8; all directors ≥75% attendance |
| Financial expert designation | Yes (Audit Committee financial expert) |
Fixed Compensation
| Component | FY 2024 Amount/Policy | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $73,750 | Actual cash paid to Cole in 2024 |
| Annual Board Cash Retainer (policy, effective May 2024) | $47,500 | For non-employee directors |
| Audit Committee Chair fee (policy) | $20,000 | Additional annual cash retainer |
| Compensation Committee Member fee (policy) | $7,500 | Additional annual cash retainer |
Performance Compensation
| Component | FY 2024 Amount/Terms | Vesting/Notes |
|---|---|---|
| Stock Awards (RSUs) | $205,897 | Aggregate grant-date fair value (ASC 718) |
| Option Awards | $0 | No option grant to Cole in 2024 |
| RSUs outstanding (as of 12/31/2024) | 8,673 shares | Directors’ RSUs outstanding count |
| Options outstanding (as of 12/31/2024) | 74,669 options | Director option holdings |
| Equity Program Terms | Detail |
|---|---|
| Annual director equity grant | $200,000 in RSUs; vests in full by the next annual meeting or one year from grant |
| New director initial equity | $350,000 in RSUs; vests in three equal annual installments over three years |
| Change-in-control | Director RSUs/options vest in full upon a change in control per plan terms |
| Award plan | Grants under the 2019 Equity Incentive Plan |
| Performance metrics tied to director pay | None disclosed; director equity is time-based RSUs (not performance-vesting) |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Kiniksa Pharmaceuticals | Public company director; Audit Committee member | No related-person transactions involving Cole disclosed; Board reviews related-party transactions via Audit Committee policy |
Expertise & Qualifications
- Financial analysis & control and public company CFO/COO experience (Genomic Health; Applied Biosystems).
- Audit Committee financial expert; deep familiarity with SEC/PCAOB requirements.
- Life science and diagnostics industry experience; regulatory/lab services reimbursement understanding.
- Digital health and cybersecurity attributes designated in board skills matrix.
Equity Ownership
| Measure | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership | Mar 21, 2025 | 87,960 shares | <1% of outstanding |
| Common shares held | Mar 21, 2025 | 13,291 shares | Direct holdings |
| Options exercisable/settleable ≤60 days | Mar 21, 2025 | 74,669 options | Counted in beneficial ownership |
| RSUs outstanding | Dec 31, 2024 | 8,673 shares | Director RSU balance |
| Ownership guidelines (Directors) | Ongoing | 3x annual cash retainer | Company-wide guideline |
| Guideline compliance | Mar 31, 2025 | All directors in compliance | Board-wide status |
- Hedging/Pledging: Company prohibits hedging and pledging for employees and directors.
Governance Assessment
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Strengths and positive signals:
- Independent Audit Chair with “financial expert” designation; strong oversight of financial reporting, risk, and cybersecurity.
- Clear independence determination; all committees fully independent.
- Board attendance strong (≥75% for all directors in 2024); active committee cadence (Audit 4; Compensation 3).
- Stock ownership guidelines (Directors: 3x cash retainer) with board-wide compliance; prohibition on hedging/pledging supports alignment.
- Say-on-Pay support ~97% at 2024 meeting indicates investor confidence in compensation governance.
- Director Time Commitment Policy addresses overboarding risk; all directors in compliance.
-
Risks/RED FLAGS to monitor:
- Classified board with supermajority requirements to amend key governance provisions; no stockholder action by written consent—can be viewed as entrenching mechanisms.
- Officer exculpation amendment proposed in 2025 (consistent with Delaware law trends but reduces monetary liability for certain officer duty-of-care claims if approved).
- Related-person transactions disclosed for management family employment (not involving Cole); Audit Committee oversight in place.
-
Conflicts/Related-Party Exposure:
- No related-person transactions involving Cole disclosed; Audit Committee oversees any such matters under formal policy.
Overall, Cole’s profile (independent Audit Chair, financial expert, deep diagnostics finance/operations background, and board-wide ownership/anti-hedging policies) supports board effectiveness and investor alignment; structural governance features (classified board, supermajority thresholds; officer exculpation proposal) merit ongoing monitoring from a shareholder-rights perspective.