Kristen M. Oelschlager
About Kristen M. Oelschlager
Kristen M. Oelschlager is Chief Operating Officer (COO) of Castle Biosciences (CSTL), serving in the role since April 2021 after progressing through operational leadership roles since 2008; she previously led clinical research at Arizona Pulmonary Specialists and holds an A.S. in nursing (completed core nursing at Purdue University) . She is 57 years old and has co‑authored scientific publications and is a co‑inventor of several Castle technologies, reflecting deep operating and clinical trial execution expertise . During her tenure on the senior team, Castle delivered 2024 revenue of $332.1M (+51% YoY) and reported 2024 net income of $18.2M; company TSR (indexed to $100 from 12/31/2019) stood at 77.54 in 2024, up from 62.79 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Castle Biosciences | Chief Operating Officer | Apr 2021–present | Senior operator overseeing broad clinical/operational execution; co‑inventor on Castle technologies . |
| Castle Biosciences | Chief Operations Officer | Aug 2020–Apr 2021 | Oversaw company operations during growth and portfolio expansion . |
| Castle Biosciences | SVP, Clinical Operations | Jan 2018–Aug 2020 | Led clinical operations through scaling test adoption; co‑authored publications . |
| Castle Biosciences | VP, Clinical Operations | 2013–2018 | Built clinical operations capabilities supporting test launches . |
| Castle Biosciences | Executive Director, Operations | Oct 2008–2013 | Early operational leadership post‑startup phase . |
| Arizona Pulmonary Specialists | Director of Clinical Research | May 1996–Sep 2008 | Managed a multi‑specialty clinical research department . |
External Roles
- No external public company directorships or governance roles disclosed for Ms. Oelschlager in the 2025 proxy biography .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 455,000 | 482,300 | 506,415 (5.0% increase) |
| Target Bonus (% of salary) | 50% (prior policy) | 50% | 55% (increased for 2024) |
| Actual Annual Bonus Paid ($) | 295,750 | 312,530 | 356,628 (128.0% of target) |
| Discretionary Portion of Bonus ($) | 13,650 | 9,646 | 13,926 |
| All Other Compensation ($) | 18,300 | 24,008 | 20,150 (includes $19,800 401(k) match; $350 holiday gift) |
Notes:
- 2024 target bonus increased to 55% for NEOs (including the COO) to better align with market and performance philosophy .
- The 2024 actual bonus outcome reflects 128.8% corporate achievement and 125% individual achievement with 80/20 weighting for non‑CEO NEOs (aggregate 128.0%) .
Performance Compensation
Short-Term Incentive (2024)
| Metric | Target | Actual/Result | Weighting | Payout factor | Notes |
|---|---|---|---|---|---|
| Revenue | $305.0M | $332.1M | 75.0% | 108.8% | Sliding scale; 2024 actual = 51% YoY growth . |
| Long‑term initiatives (3 sub‑goals) | Specified validation, e‑ordering, SCC reimbursement | Achieved threshold or better | 25.0% | 20.0% | Component outcomes totaled 20% weight; thresholds/objectives undisclosed for competitive reasons . |
| Individual performance (COO) | 100% target | 125% | 20% of STI (for non‑CEO) | 125% | Applied via company‑wide individual performance multiplier approach . |
- COO payout math: total payout 128.0% of target (corporate 128.8% x 80% + individual 125% x 20%) .
- Corporate revenue context: Company delivered $332.1M revenue in 2024 (+51% YoY); 96,071 test reports (+36% YoY) .
Long-Term Incentives (Design; 2024 grants)
- Equity mix: Time‑based RSUs (4‑year vesting) plus PSUs with a 3‑year performance period; PSUs metrics added in 2024 to reduce overlap with STI: (1) revenue, (2) successful commercial launch of designated pipeline test(s), (3) achieving positive EBITDA by end of 2026 .
- Clawback policy compliant with Nasdaq and Dodd‑Frank; adopted and in force for incentive compensation .
| Grant | Grant date | Shares/Units | Vesting | Grant date fair value ($) |
|---|---|---|---|---|
| Time‑based RSUs (COO) | 3/4/2024 | 55,243 | Vests in four equal annual installments starting on 1st anniversary (3/4/2025), subject to service . | 1,172,809 |
| PSUs (COO) | 3/4/2024 | 18,414 | Vest based on 3‑yr performance: revenue (50%), new test launch (25%), positive EBITDA (25%) . | 390,929 |
Prior PSU milestone (company‑wide):
- 2022 PSUs (cumulative revenue goal $375M+ over 2023–2024) achieved; 50% vested in Aug 2024; remaining 50% vests Aug 8, 2025, subject to service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 310,032 shares (≈1.1% of outstanding as of 3/21/2025) . |
| Breakdown | 163,964 common shares held; 146,068 options exercisable/RSUs settleable within 60 days of 3/21/2025 . |
| Unvested awards at 12/31/2024 | RSUs: 55,243 (MV $1,472,226 @ $26.65); PSUs: 18,414 (MV $490,733) . |
| Ownership guidelines | Officers: 1x base salary; as of 3/21/2025, all directors and officers meet the guidelines . |
| Hedging/pledging | Prohibited; no hedging, short sales, margin, or pledging of company stock permitted . |
Implication for selling pressure:
- Time‑based RSUs vest annually beginning 3/4/2025 (four annual tranches), and 2022 PSUs remaining tranche is scheduled to vest on 8/8/2025, creating known potential liquidity windows (subject to trading windows/10b5‑1 arrangements) .
Employment Terms
- Employment history at Castle since Oct 2008; COO since Apr 2021 .
| Scenario | Cash severance | Bonus | COBRA | Equity treatment |
|---|---|---|---|---|
| Termination without cause / resignation with good reason (non‑CIC) | 12 months base salary | Target annual bonus for current year | Company‑paid up to 12 months | 12 months acceleration of time‑vested awards; PSUs pro‑rated based on service and actual performance at period end . |
| Double‑trigger CIC (covered period) | Lump sum 12 months base salary | Lump sum prior‑year target bonus | Company‑paid up to 12 months | Immediate vesting of time‑based awards; PSUs vest at 100% of target as of termination; if awards are not assumed/continued in a CIC and employment continues through closing, all unvested awards vest at closing (PSUs at target or greater of actual at closing) . |
Other practices:
- No post‑employment tax gross‑ups; double‑trigger equity vesting on change‑in‑control; clawback policy in place .
Options and Vesting Detail (as of 12/31/2024)
| Grant (vesting commencement) | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| 3/13/2019 | 16,610 | — | $3.38 | 3/12/2029 |
| 12/13/2019 | 35,000 | — | $29.50 | 12/12/2029 |
| 8/4/2020 | 30,000 | — | $41.36 | 8/03/2030 |
| 12/10/2020 | 29,000 | — | $59.16 | 12/09/2030 |
| 12/10/2021 | 31,912 | 10,638 | $40.52 | 12/09/2031 |
Time‑based RSUs (examples held at 12/31/2024): 31,922 (12/9/2022), 10,640 (12/23/2022), 55,243 (3/4/2024); RSUs vest in four equal annual installments starting on first anniversary of grant .
Compensation Structure Analysis
- Cash vs equity mix shift: No annual equity grants in 2023 due to grant‑cycle shift to Q1; equity resumed in 2024. For the COO, stock awards were $0 in 2023 and $1.56M in 2024, consistent with program timing changes rather than a structural increase .
- Higher at‑risk pay: For 2024, the program increased target bonus to 55% for non‑CEO NEOs and used a 3‑year PSU program with revenue, launch, and EBITDA metrics to strengthen pay‑for‑performance linkage and reduce STI/LTI overlap .
- Risk mitigants: Double‑trigger vesting, stock ownership guidelines (met), clawback, and prohibition on hedging/pledging .
Related Party Transactions (governance diligence)
- Family employment: Two children and son‑in‑law of Ms. Oelschlager were employed in non‑officer roles in 2024; aggregate compensation: Allysa Topel ($241,848; RSU grant value $39,360), Shelby Oelschlager ($181,978; RSU grant value $24,751), and Joshua Albers ($479,737; RSU grant value $60,718). Transactions were reviewed/approved under related‑party policy .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~97% approval, following program changes (ownership guidelines, clawback, enhanced disclosure, 3‑year PSU design) .
Performance & Track Record Context
- 2024 results: Revenue $332.1M (+51% YoY); 96,071 test reports (+36% YoY) .
- 2025 trajectory: Q3 2025 revenue $83M; full‑year 2025 revenue guidance raised to $327–$335M (press release) .
Investment Implications
- Alignment: High proportion of at‑risk pay (STI + 3‑year PSUs) tied to revenue, pipeline commercialization, and positive EBITDA by 2026 supports alignment with profitable growth objectives; ownership guidelines met and hedging/pledging prohibited reduce misalignment risk .
- Retention and supply overhang: RSU tranches vest annually (starting 3/4/2025) and 2022 PSUs vest on 8/8/2025, creating identifiable liquidity windows that may add modest selling pressure depending on trading windows/10b5‑1 plans .
- Change‑in‑control economics: Double‑trigger with full acceleration at target for PSUs (12 months salary and prior‑year target bonus) is moderate versus small/mid‑cap norms; not shareholder‑unfriendly (no tax gross‑ups) .
- Governance watch‑items: Family employment relationships are disclosed and reviewed under policy; continue to monitor for perceived nepotism risk, though no say‑on‑pay penalty evident (97% support) .