Kimberlee S. Caple
About Kimberlee S. Caple
Independent director of Castle Biosciences (CSTL) since 2021; age 63; serves on the Audit and Nominating & Corporate Governance Committees. Retired in March 2025 as President of the Genetic Science Division at Thermo Fisher Scientific; prior roles include VP/GM for Genetics Sciences and Capillary Electrophoresis units. B.S. in Biology from Purdue University. Board skills matrix highlights life sciences, financial analysis & control, R&D leadership, regulatory/reimbursement, and diversity of perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermo Fisher Scientific | President, Genetic Science Division | Retired March 2025 | Led a division developing and commercializing genetic analysis tools serving healthcare, forensics, research, and pharma/biotech . |
| Thermo Fisher Scientific | VP & GM, Genetics Sciences Business | Mid-2020–Jan 2022 | Oversaw genetics sciences operations and growth . |
| Thermo Fisher Scientific | VP & GM, Capillary Electrophoresis | 2017–Mid-2020 | Managed CE business within Genetic Science Division . |
External Roles
- No other public company directorships are disclosed for Ms. Caple in CSTL’s 2025 proxy .
Board Governance
- Independence: Board determined Ms. Caple is independent under Nasdaq/SEC rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance: Board met 8 times in 2024; Audit 4; Nominating 4. All directors attended at least 75% of aggregate Board/committee meetings; directors attended the 2024 annual meeting .
- Time-commitment policy: Directors may serve on up to four public boards if not officers; compliance confirmed for all directors as of March 31, 2025 .
- Leadership structure: Independent Chair (Daniel M. Bradbury); separation of Chair and CEO roles to reinforce oversight independence .
Fixed Compensation
| Component | Detail | Amount/Policy |
|---|---|---|
| 2024 Cash Fees (Actual) | Fees earned or paid in cash to Caple | $61,250 |
| Annual Board Retainer | Policy effective May 2024 | $47,500 (members) |
| Audit Committee Member Retainer | Policy | $10,000 |
| Nominating & Corp Gov Member Retainer | Policy | $5,000 |
| Chair Premiums (not applicable to Caple) | Board Chair; Committee Chair | $45,000 Board Chair; $20,000 Audit/Comp Chairs; $10,000 Nominating Chair |
Notes: The cash fee total reflects mid-year policy change; actual cash paid to Caple was $61,250 in 2024 .
Performance Compensation
| Element | Grant Value | Vesting | Change-in-Control |
|---|---|---|---|
| 2024 Stock Awards to Caple (Actual) | $205,897 (ASC 718 fair value) | Director annual RSUs vest in full on earlier of 1-year anniversary or prior to next annual meeting | RSUs/options vest in full upon change-in-control; options 10-year term (standard plan terms) |
| Director Annual Equity Policy | $200,000 RSUs after annual meeting | Time-based, service-contingent | Full vesting on change-in-control |
Performance metrics do not apply to non-employee director equity (time-based RSUs only per policy) .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks or shared boards disclosed for Caple in CSTL filings . |
Expertise & Qualifications
- Life Science industry executive leadership; R&D/scientific leadership; regulatory/lab services reimbursement; financial analysis & control; diversity of background/perspective; reflected in Board skills matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Kimberlee S. Caple | 26,793 | <1% | 13,781 common shares; 13,012 options exercisable or RSUs settleable within 60 days (exercisable options for Caple) |
Additional alignment and safeguards:
- RSUs outstanding as of 12/31/2024: 8,673 units (director RSUs) .
- Stock Ownership Guidelines: Directors must hold ≥3x annual cash retainer; all directors and officers compliant as of March 21, 2025 .
- Hedging/Pledging: Insider trading policy prohibits hedging, short sales, and pledging of company stock .
Governance Assessment
- Board effectiveness: Caple’s deep operating experience in genetic sciences and diagnostics aligns with CSTL’s portfolio, strengthening audit oversight and governance rigor in a technical, regulated domain .
- Independence & attendance: Independent status, strong committee participation, and confirmed meeting attendance support investor confidence .
- Pay and alignment: Director pay mix leans to equity ($205,897 vs $61,250 cash), reinforcing ownership culture; time-based RSUs avoid pay-for-performance complexity for directors while guidelines and prohibited hedging/pledging strengthen alignment .
- Conflicts/related-party exposure: CSTL disclosed related-party transactions for certain executives and family members; no transactions involving Caple were identified, and related-party transactions are overseen under a written policy by the Audit Committee .
- Stockholder engagement signals: Say-on-Pay support ~97% in 2024 indicates constructive governance dialogue and compensation reforms (though NEO-focused), reflecting broader board responsiveness to investors .
RED FLAGS
- None specific to Caple disclosed. Company-level family employment exists for certain executives but not Caple; monitored by Audit Committee per policy . No pledging/hedging permitted; directors comply with ownership guidelines .
Investor implications: Caple’s domain expertise and independent oversight on Audit and Nominating committees, combined with strong attendance and alignment policies, present low governance risk and supportive board effectiveness for CSTL’s strategy .