Tiffany P. Olson
About Tiffany P. Olson
Independent director at Castle Biosciences (CSTL), age 65, serving since May 2021; Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee . Former President, Nuclear & Precision Health Solutions at Cardinal Health (2013–2021); prior leadership roles at NaviMed (2011–2013), Eli Lilly Diagnostics (2009–2011), and Roche Diagnostics (CEO/President 2005–2008; roles 1997–2005) . Education: MBA (University of St. Thomas) and BS in Business (University of Minnesota) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | President, Nuclear & Precision Health Solutions | 2013–2021 | Executive leadership in precision health solutions |
| NaviMed (healthcare consulting) | President | 2011–2013 | Strategy and advisory in healthcare |
| Eli Lilly and Company | Led Diagnostics | 2009–2011 | Diagnostics leadership |
| Roche Diagnostics Corporation | CEO & President | 2005–2008 | P&L and operational leadership |
| Roche Diagnostics Corporation | Various roles of increasing responsibility | 1997–2005 | Commercial and operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Telix Pharmaceuticals | Director | Public (ASX) | Biopharma; current board service |
| MIMEDX | Director | Public | Regenerative medicine; current board service |
| Langham Logistics | Director | Private | Freight management; current board service |
| Education & Research Foundation for Nuclear Medicine & Molecular Imaging | Director | Non-profit | Current board service |
| Trusted Health Advisors | Partner | Private | Advisory partner role |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined Olson is independent under SEC/Nasdaq rules; committees composed 100% independent members .
- Attendance: Board met 8 times in 2024; all directors attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Time commitment policy: Directors not serving as public company officers may serve on up to four public boards in addition to CSTL; board reports all directors are in compliance as of March 31, 2025 .
| Committee | Olson Role | 2024 Meetings | Committee Independence |
|---|---|---|---|
| Audit | Member | 4 | 100% |
| Nominating & Corporate Governance | Chair | 4 | 100% |
Fixed Compensation (Director Pay – FY 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $65,000 | Cash retainers per policy (see below) |
| Stock Awards (ASC 718 grant-date fair value) | $223,485 | RSUs granted in 2024 |
| Option Awards (ASC 718 grant-date fair value) | $31,198 | July 2024 catch-up option (see details) |
| Total | $319,683 | Sum of cash, stock, options |
Non-Employee Director Compensation Policy (effective May 2024):
| Retainer Type | Member Retainer | Chair Retainer |
|---|---|---|
| Board of Directors | $47,500 | $45,000 (additional for Board Chair) |
| Audit Committee | $10,000 | $20,000 |
| Compensation Committee | $7,500 | $20,000 |
| Nominating & Corporate Governance Committee | $5,000 | $10,000 |
Performance Compensation (Equity Awards & Terms)
- Annual director equity: RSUs valued at $200,000 each year post-annual meeting; vest in full by 1-year anniversary or immediately before the next annual meeting .
- Initial director grant: RSUs valued at $350,000 upon joining; vest in 3 equal annual installments over 3 years .
- Change-in-control: Director options/RSUs vest in full upon Change in Control under the 2019 Plan; options have 10-year term and 3-month post-termination exercise window (other than death/disability/cause) .
Award details specific to Olson:
| Award | Date | Shares/Units | Exercise Price | Vesting | ASC 718 Value |
|---|---|---|---|---|---|
| RSUs (Annual 2024) | 2024 | Included in stock awards | N/A | Time-based per policy | $223,485 (aggregate stock awards) |
| RSUs (Catch-up for 2021 cycle) | July 2024 | 830 RSUs | N/A | Fully vested upon grant (catch-up) | $17,588 |
| Options (Catch-up for 2021 cycle) | July 2024 | 3,379 options | $71.22/share | Fully vested upon grant (catch-up) | $31,198 |
Performance metrics tied to director compensation:
| Metric Type | Presence | Notes |
|---|---|---|
| Financial/Operational Performance Metrics | None disclosed for directors | Director RSUs/options are time-based; no TSR/financial goals disclosed |
| Clawback applicability | Not specified for directors | Clawback policy applies to Section 16 officers’ incentive pay |
Other Directorships & Interlocks
| External Company | Industry | Interlock/Conflict with CSTL | Disclosure Status |
|---|---|---|---|
| Telix Pharmaceuticals | Biopharma | None disclosed in related party section | No Olson-related transactions disclosed |
| MIMEDX | Regenerative medicine | None disclosed in related party section | No Olson-related transactions disclosed |
| Langham Logistics | Logistics | None disclosed | No Olson-related transactions disclosed |
| ERF for Nuclear Medicine & Molecular Imaging | Non-profit | None disclosed | No Olson-related transactions disclosed |
Expertise & Qualifications
- Commercial execution; life sciences industry expertise; financial analysis & control; digital health; health system experience; diversity of skills/background/perspective (as per Board skills matrix) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 34,195 shares; <1% of outstanding |
| RSUs outstanding (as of 12/31/2024) | 8,673 units |
| Options outstanding (as of 12/31/2024) | 16,962 options |
| Ownership guidelines | Directors: 3x annual Board cash retainer |
| Compliance status | All directors met guidelines as of March 21, 2025 |
| Hedging/pledging | Prohibited for directors (no margin, borrowing, pledging) |
Governance Assessment
- Strengths: Independent status, committee leadership (NCG Chair), Audit Committee membership, and board-wide attendance ≥75% in 2024 support effective oversight and engagement . Stock ownership guidelines (3x cash retainer) met by all directors, with hedging/pledging prohibitions reinforcing alignment and risk control .
- Compensation alignment: Director pay structure is standard (cash retainer plus time-based RSUs; occasional options), with annual RSU grants vesting within one year; single-trigger acceleration on Change in Control applies to director equity under the 2019 Plan .
- Notable event: July 2024 catch-up equity grant (830 RSUs; 3,379 options at $71.22) to mirror missed 2021 automatic grants; fully vested upon grant to reflect original vest timing; ASC 718 values $17,588 (RSUs) and $31,198 (options) . This appears administrative remediation rather than pay inflation; monitor for recurrence.
- Conflicts and related-party exposure: No Olson-specific related-person transactions disclosed; committee charters assign conflict oversight to Nominating & Corporate Governance and related-party review to Audit .
- Compliance signals: No delinquent Section 16(a) filings for directors noted in 2024 (one late Form 4 related to CFO only); directors in compliance with time commitment policy (outside board limits) .
RED FLAGS to watch:
- Single‑trigger vesting of director equity on change‑in‑control (common, but investors often prefer double‑trigger for alignment) .
- Ensure catch‑up grants remain one‑off administrative corrections and do not become recurring adjustments .