Miles D. Harrison
About Miles D. Harrison
Independent director of Castle Biosciences (CSTL) since April 2020; age 60. Former North America President & GM of Galderma Laboratories (2016–Apr 2021) with prior roles as VP/GM Consumer BU (2014–2016) and a 27-year career at Novartis across Consumer, Oncology and Pharma, culminating as VP & Head of Global Advocacy. Holds a B.A. (Honors) in Geography from Sheffield Hallam University, U.K., and has lived/worked across the U.K., Europe, Middle East, Latin America, and the U.S. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galderma Laboratories, L.P. | North America President & GM | Jan 2016 – Apr 2021 | Launched multiple dermatology and aesthetic brands/indications across Rx, Consumer, Aesthetics |
| Galderma Laboratories, L.P. | VP & GM, Consumer BU | Aug 2014 – Feb 2016 | Led first Rx-to-OTC acne switch in >30 years |
| Novartis International AG | Multiple senior roles; most recently VP & Head of Global Advocacy | Jun 1987 – Feb 2014 | Leadership across Consumer, Oncology, Pharmaceuticals businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in CSTL’s 2025 and 2024 proxies for Mr. Harrison |
Board Governance
- Independence: Board determined Harrison is independent under SEC and Nasdaq standards .
- Committee assignments (2024): Compensation Committee (Chair) and Nominating & Corporate Governance Committee (member) .
- Chair transition: Effective at close of the 2025 Annual Meeting, Ellen Goldberg will replace Harrison as Compensation Committee Chair (governance refresh/rotation signal) .
- Meeting cadence/attendance: Board met 8 times in 2024; all directors attended at least 75% of board and committee meetings; annual meeting attendance in 2024 was 100% for serving directors .
- Committee activity (2024): Audit (4 mtgs), Compensation (3), Nominating & Corporate Governance (4); all committees 100% independent .
- Time-commitment policy: Non-officer directors may serve on up to four public boards (in addition to CSTL) unless pre-approved; officers up to two (in addition to CSTL) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 68,000 | 71,250 |
| Annual Cash Retainer Policy (effective May 2024) | — | Directors: $47,500; Committee retainers—Audit: $10,000 member/$20,000 chair; Compensation: $7,500 member/$20,000 chair; Nominating & Corporate Governance: $5,000 member/$10,000 chair |
| Director Compensation Cap (per calendar year) | — | $350,000 (new appointee year: $550,000), inclusive of equity at grant-date value |
Notes: 2024 cash reflects partial-year policy changes (retainer increase effective May 2024) plus committee chair/member fees; CSTL allows directors to decline compensation in advance .
Performance Compensation
| Metric | Policy/Grant | 2024 Detail |
|---|---|---|
| Annual Equity for Directors | RSUs valued at $200,000 granted after annual meeting; vests in full on 1-year anniversary or immediately before next annual meeting | Stock Awards (grant-date ASC 718 value): $205,897 |
| New Director Initial Equity | RSUs valued at $350,000; vests in 3 equal annual installments over 3 years | N/A for Harrison in 2024 |
| Options (if granted) | 10-year term; 3-month post-termination exercise (other than death/disability/cause); COC: full vesting of director equity under 2019 Plan | No option grant in 2024; option awards $0 |
| RSUs Outstanding (12/31/24) | — | 8,673 RSUs |
| Options Outstanding (12/31/24) | — | 35,026 options |
| Hedging/Pledging | Prohibited by policy for employees and directors | Applies to directors |
| Stock Ownership Guidelines | Directors: 3x annual cash retainer | Applies to directors |
Performance metrics: Director equity is time-based; CSTL does not disclose performance conditions for director grants (PSUs are for executives) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Harrison |
| Committee roles at other publics | None disclosed |
| Shared directorships with CSTL stakeholders | None disclosed |
Expertise & Qualifications
- Board matrix indicates Harrison brings Commercial Execution, Life Science Industry, Financial Analysis & Control, and Health System experience to CSTL’s board .
- Sector fit: Deep dermatology leadership (Galderma) and big-cap pharma operating experience (Novartis) align with CSTL’s dermatology-anchored portfolio .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Miles D. Harrison | 48,317 | <1% (denoted “*”) | 13,291 shares held outright; 35,026 options/RSUs exercisable/settleable within 60 days of Mar 21, 2025 |
Note: Beneficial ownership table dated as of Mar 21, 2025 reference date in 2025 proxy .
Governance Assessment
- Strengths: Independent status; relevant dermatology and commercial experience; meaningful committee leadership as Compensation Chair through 2024; led stockholder outreach that coincided with a sharp rebound in Say‑on‑Pay support to ~97% in 2024 (after prior low support years), signaling improved investor alignment .
- Board effectiveness: Regular committee activity (Compensation met 3x in 2024); planned rotation of Compensation Chair role to Ellen Goldberg post‑2025 annual meeting supports refresh/continuity and mitigates entrenchment risk .
- Alignment: Director pay mix skews toward equity (RSUs), with ownership guidelines at 3x retainer and prohibitions on hedging/pledging—positive alignment signals. 2024 Harrison compensation was $71,250 cash and $205,897 equity (no options), totaling $277,147, consistent with policy caps .
- Conflicts/related‑party exposure: No Harrison‑specific related‑party transactions disclosed for 2024; CSTL maintains a formal related‑person transactions policy and enumerated related‑party employment relationships for certain executives/families, none implicating Harrison .
- Attendance/engagement: Met ≥75% attendance threshold; all directors attended 2024 annual meeting; time‑commitment policy in place to limit overboarding—mitigates director busyness risk .
RED FLAGS: None identified specific to Harrison in the 2025 proxy period—no pledging/hedging, no repricing, no related‑party dealings, and strong Say‑on‑Pay support under his Compensation Chair tenure in 2024 .
Appendix: Committee Composition Snapshot (as of 2025 Proxy)
- Compensation Committee: Harrison (Chair), G. Bradley Cole, Rodney Cotton, Ellen Goldberg; Chair to transition to Goldberg after the 2025 Annual Meeting .
- Nominating & Corporate Governance Committee: Olson (Chair), Caple, Goldberg, Harrison .
- Committee meeting counts 2024: Audit (4); Compensation (3); Nominating & Corporate Governance (4); all 100% independent .