Rodney Cotton
About Rodney Cotton
Rodney Cotton (age 65) is an independent director at Castle Biosciences, Inc. (CSTL) since March 2024, serving on the Audit and Compensation Committees. He spent 2001–2023 at Roche Diagnostics in senior leadership roles, and holds an MBA (California State University Dominguez Hills), an M.S. in Strategic Management (University of Southern California), and a B.A. in Biological Sciences & Technology (UC Santa Barbara); he has also completed Harvard Business School’s M&A Executive Program and Stanford GSB’s Directors’ Consortium. The board affirmatively determined his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roche Diagnostics | SVP, Chief of Staff & Head of Strategy and Transformation | Jan 2020 – Jun 2023 | Strategy execution, enterprise transformation |
| Roche Diagnostics | Interim Head of Communications | May 2022 – Oct 2022 | Corporate communications leadership |
| Roche Diagnostics | SVP, Commercial Operations (West Zone) | Apr 2017 – Jan 2020 | Commercial operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held pharmaceutical, life sciences, venture capital and technology companies | Director | Current | Board roles at private entities; no public company boards disclosed |
Board Governance
- Board classification: Class II director (term expiring in 2027); independent Board Chair is Daniel Bradbury; separated Chair/CEO roles to reinforce oversight .
- Committees: Audit Committee member; Compensation Committee member; both committees 100% independent; Audit met 4x in 2024, Compensation met 3x, Nominating met 4x .
- Audit Committee Report signatories include Cotton, confirming oversight over audit independence and financial reporting .
- Attendance: The Board met 8x and all directors attended ≥75% of Board and committee meetings in 2024; directors attended the 2024 annual meeting .
- Time-commitment policy: Non-officer directors may serve on up to four public boards in addition to CSTL (Cotton currently disclosed private boards only); all directors in compliance as of Mar 31, 2025 .
- Independence: Board confirmed Cotton and seven of eight directors are independent under SEC/Nasdaq standards; committees are fully independent .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $45,261 | Director and committee retainers |
| Board Annual Cash Retainer (policy, effective May 2024) | $47,500 | Standard board member retainer |
| Committee Retainer – Audit | Member $10,000; Chair $20,000 | Cotton is a member |
| Committee Retainer – Compensation | Member $7,500; Chair $20,000 | Cotton is a member |
| Committee Retainer – Nominating & Corporate Governance | Member $5,000; Chair $10,000 | Not applicable to Cotton |
Performance Compensation
| Component (2024) | Grant Date Fair Value (ASC 718) | Structure | Vesting |
|---|---|---|---|
| Stock Awards (RSUs) | $504,738 | RSUs under Non-Employee Director Compensation Policy | Initial new director grant valued at $350,000 RSUs vests in 3 equal annual installments; annual $200,000 RSUs vest in full by next annual meeting or 1-year anniversary |
- No performance-based metrics (TSR, EBITDA, etc.) apply to director equity grants; RSUs are time-based per policy .
Other Directorships & Interlocks
- Public boards: None disclosed for Cotton (current service is on private company boards) .
- Interlocks/Related-party ties: Company disclosed related-party transactions for 2024 involving certain executives and family members; Cotton is not named in any such transactions .
Expertise & Qualifications
- Skills matrix: Commercial execution; life sciences industry; financial analysis & control; digital health; health system experience; regulatory/lab services reimbursement; diversity of skills/background .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,329 | RSUs settleable within 60 days of Mar 21, 2025 |
| Ownership as % of outstanding | <1% | Based on 28,839,188 shares outstanding as of Mar 21, 2025 |
| RSUs outstanding (Dec 31, 2024) | 22,709 | Aggregate RSUs held by Cotton |
| Options held | Not disclosed | No option holdings listed for Cotton |
| Pledged/Hedged shares | Prohibited | Insider Trading Policy prohibits hedging/short sales/pledging for directors |
| Ownership guidelines | 3x annual cash retainer for directors | All directors met guidelines as of Mar 21, 2025 |
Governance Assessment
-
Strengths:
- Independence and dual committee roles (Audit and Compensation) bolster financial reporting and pay oversight; committees are fully independent; Audit report engagement indicates active oversight .
- High shareholder support at election: 21,110,989 For; 117,160 Withhold; 1,238,314 broker non-votes (May 23, 2024) .
- Alignment: Meaningful RSU holdings; director equity is time-based; robust stock ownership guidelines and explicit prohibition on hedging/pledging; all directors in compliance .
- Attendance: Board-wide ≥75% attendance; regular committee activity .
-
Watch items:
- Classified board structure and recent officer exculpation proposal (DGCL 102(b)(7)) can be viewed as less shareholder-friendly; however, they are disclosed with rationale and subject to stockholder vote .
- Multiple private board roles require ongoing monitoring under the director time-commitment policy (currently in compliance) .
-
RED FLAGS:
- None disclosed specific to Cotton: no related-party transactions, no pledging/hedging, no attendance shortfalls .
Shareholder sentiment: 2024 Say-on-Pay approval was strong (20,622,511 For; 306,249 Against; 299,389 Abstain; 1,238,314 broker non-votes), supporting overall governance and compensation frameworks ; company also reports ~97% support in 2024 outreach for executive pay program structure .
Appendix: Reference Tables
Director Compensation (Company-wide context, 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Rodney Cotton | 45,261 | 504,738 | — | 549,999 |
Committee Memberships and Meetings (2024)
| Name | Audit | Compensation | Nominating & Corporate Governance | Committee Meetings (2024) |
|---|---|---|---|---|
| Rodney Cotton | Member | Member | — | Audit 4; Comp 3; Nom&Gov 4 |
Election Results (May 23, 2024)
| Director | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Rodney Cotton | 21,110,989 | 117,160 | 1,238,314 |
Stock Ownership Guidelines
| Role | Guideline Multiple |
|---|---|
| Directors | 3x annual cash retainer |
Insider Trading Policy (Hedging/Pledging)
| Practice | Status |
|---|---|
| Hedging, short sales, pledging | Prohibited for directors/officers/employees |