Brian Baranick
EXACT SCIENCESAbout Brian Baranick
Brian Baranick, age 47, is Executive Vice President and General Manager, Precision Oncology at Exact Sciences (since July 2022), following roles as SVP Strategy & Business Development (Feb 2021–Jul 2022) and VP Corporate Strategy (Aug 2020–Feb 2021); he holds a Ph.D. in Molecular Biology from UCLA and previously was a Partner/Managing Director at L.E.K. Consulting focused on diagnostics and life science tools (2007–Jul 2020) . During 2024, Exact Sciences generated $2.76B in revenue (+11% core growth), improved adjusted EBITDA by 48% YoY, and grew Precision Oncology revenue to $655M, providing context for Baranick’s business segment execution . The company’s long-term incentives embed a 3-year PSU program tied to revenue growth and adjusted EBITDA with a relative TSR modifier, aligning executive pay with performance outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exact Sciences | EVP & GM, Precision Oncology | Jul 2022–present | Leads Precision Oncology business execution and strategy . |
| Exact Sciences | SVP, Strategy & Business Development | Feb 2021–Jul 2022 | Corporate strategy, BD initiatives supporting pipeline and commercialization . |
| Exact Sciences | VP, Corporate Strategy | Aug 2020–Feb 2021 | Enterprise strategy development . |
| L.E.K. Consulting, LLC | Partner & Managing Director | 2007–Jul 2020 | Grew diagnostics and life science tools segment in healthcare vertical . |
External Roles
No public company directorships, committee roles, or other external board positions disclosed for Baranick .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $513,200 | $600,400 |
| Target Bonus (% of Salary) | 70% | 70% |
| Actual Annual Bonus Paid ($) | $408,951 | $196,980 |
| Stock Awards ($ grant-date fair value) | $2,631,119 | $3,581,298 |
| All Other Compensation ($) | $20,739 | $20,990 |
| Notes (All Other Comp breakdown) | — | Includes $11,975 401(k) match and $9,015 supplemental disability insurance . |
Annual incentive plan payout for 2024 was formula-driven at 47% of target for all NEOs including Baranick (no individual modifier applied) .
Performance Compensation
| Component | Metric(s) | Weighting | Target Period | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (2024) | Corporate goals (objective measures) | Not disclosed | FY 2024 | Paid at 47% of target; Baranick received $196,980 | Cash paid per plan . |
| PSUs (2024 grants) | Revenue growth (company) | 75% | FY 2026 performance (3-year period) | Earnout subject to revenue/EBITDA; rTSR modifier ±50% (max 225% of target) | 3-year PSUs; vest based on performance; modified by rTSR . |
| PSUs (2022 program) | Company program (all NEOs) | Not disclosed | 3-year program | Paid out at 60.7% of target company-wide | Per award terms . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 23,263 shares; less than 1% of outstanding . |
| 401(k) Shares | 670 shares through company 401(k) plan . |
| Unvested Time-Based RSUs (counts; market values at $56.19) | 1,729 ($97,153), 7,909 ($444,407), 14,175 ($796,493), 19,793 ($1,112,169), 21,401 ($1,202,522) . |
| Outstanding PSUs (unearned; counts; market values at $56.19) | 42,523 ($2,389,367) and 44,533 ($2,502,309) . |
| Options | No options listed for Baranick in outstanding awards table . |
| Ownership Guidelines | Executives must hold shares equal to ≥3x base salary; EVPs required to 2x until Oct 24, 2027; all executives in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Strictly prohibited (no margin accounts, no pledging, no hedging) . |
RSU and PSU Vesting Schedules (as disclosed)
| Grant Type | Grant Timing | Vesting Schedule | Unvested Units | Market Value ($) |
|---|---|---|---|---|
| Time-based RSUs | Feb 19, 2021 | Four equal annual installments on 1st–4th anniversaries of grant | 1,729 | $97,153 |
| Time-based RSUs | Feb 25, 2022 | Four equal annual installments on 1st–4th anniversaries of grant | 7,909 | $444,407 |
| Time-based RSUs | Feb 24, 2023 | Four equal annual installments on Feb 29, 2024; Feb 28, 2025; Feb 27, 2026; Feb 26, 2027 | 14,175 | $796,493 |
| Time-based RSUs | Feb 26, 2024 | Four equal annual installments on Feb 28, 2025; Feb 27, 2026; Feb 26, 2027; Feb 29, 2028 | 19,793 | $1,112,169 |
| Time-based RSUs (additional line) | Feb 2024 (aggregate) | As above | 21,401 | $1,202,522 |
| PSUs | Feb 24, 2023 | Earn based on FY 2025 revenue (67%) and FY 2025 adjusted EBITDA (33%), subject to rTSR modifier; amounts shown reflect maximum per SEC rules | 42,523 | $2,389,367 |
| PSUs | 2024 PSU program | Earn based on FY 2026 revenue (75%) and FY 2026 adjusted EBITDA (25%), subject to rTSR ±50% | 44,533 | $2,502,309 |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Agreement | Dated Sep 2, 2022; minimum base salary and minimum target bonus opportunity; target bonus 50% minimum per agreement (actual target increased to 70% by YE 2024) . |
| Non-solicit | Prohibits soliciting company employees for 12 months post-termination . |
| Severance (without cause / good reason) | 12 months’ salary continuation; accrued but unpaid bonus; COBRA premium equivalent paid as lump sum for 12 months; $10,000 outplacement; 12 months acceleration of time-vesting equity; PSUs canceled (specific to Baranick) . |
| Change-of-Control | 100% acceleration of unvested equity upon double-trigger (termination within defined window); PSUs vest at greater of actual or target . |
| 280G Cutback | Payments reduced to avoid nondeductibility/excise tax under IRC §§280G/4999 . |
| Clawback | Policy exceeds Dodd-Frank, allowing recoupment for misconduct not resulting in restatement . |
| Anti-hedging/pledging | Short sales, hedging/monetization, margin/pledging prohibited . |
| Deferred Compensation | Non-qualified plan allows deferral up to 75% salary/bonus; no company matching contributions in 2024 . |
| Perquisites | 401(k) match and supplemental disability insurance; phone/security/travel perqs not indicated for Baranick in 2024 . |
Potential Payments upon Termination or Change of Control (as of Dec 31, 2024)
| Scenario | Base Salary ($) | Bonus ($) | Options/RSUs/PSUs ($) | COBRA ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Severance Eligible Termination (Company without cause / exec for good reason) | 600,400 | — | 1,163,526 | 30,085 | 10,000 | 1,804,011 |
| Severance Eligible Termination in connection with Change in Control (windowed) | 900,600 | 1,050,700 | 5,826,816 | 30,085 | 10,000 | 7,818,201 |
| Change in Control (no termination) | — | — | 2,225,461 | — | — | 2,225,461 |
| Death or Disability | — | — | 3,652,743 | — | — | 3,652,743 |
Notes: PSUs under severance-only are canceled for Baranick per agreement; under CoC double-trigger, PSUs vest at greater of actual/target .
Investment Implications
- Pay-for-performance alignment is robust: Baranick’s 2024 bonus paid at 47% of target, and company-wide PSUs embed revenue and EBITDA metrics with a rTSR modifier up to ±50%, constraining windfalls and tightening linkage to strategic growth drivers .
- Retention risk appears mitigated by standard severance (12 months salary, COBRA lump sum, limited perqs) and full double-trigger acceleration in CoC scenarios; however, PSUs cancel under severance-only for Baranick, increasing on-cycle retention incentives .
- Insider selling pressure: large scheduled RSU vest tranches annually around late-February (2025–2028) plus PSU cliffs in FY 2025/2026 may create event-driven liquidity needs; anti-hedging/pledging policies reduce misalignment risk, and beneficial ownership is modest (<1%), limiting concentrated selling impacts .
- Governance and alignment: stock ownership guidelines require EVPs to build holdings to 2x salary until Oct 2027 (then 3x), with executives in compliance; clawback policy exceeds Dodd-Frank, and annual say-on-pay support was ~92% at 2024 meeting—indicating shareholder approval of compensation design .
- Execution track record context: Precision Oncology delivered $655M revenue in 2024 amid broader company growth, suggesting operational stewardship; upcoming multi-year PSU metrics (FY 2025/2026 performance) emphasize profitable growth and create medium-term performance gates for equity realization .