D. Scott Coward
EXACT SCIENCESAbout D. Scott Coward
D. Scott Coward (age 60) has served on Exact Sciences’ Board since 2022 and is classified as a non‑independent director given his prior executive roles at the Company (EVP, General Counsel; EVP, Chief Administrative Officer; Chief Legal Officer in 2022). He sits on the Innovation, Technology & Pipeline Committee (ITPC). Coward brings deep legal, regulatory, corporate governance, and healthcare industry expertise, with a J.D. from Columbia Law School and a B.S. in Business Administration from UNC‑Chapel Hill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences (Nasdaq: EXAS) | Chief Legal Officer; EVP, Chief Administrative Officer; EVP, General Counsel | CLO (Jan–Dec 2022); CAO (2018–2021); GC (2015–2022) | Led legal, corporate affairs, clinical/regulatory matters; governance/M&A counsel |
| K&L Gates LLP | Managing Partner, Raleigh, NC Office | 2004–2014 | Advised life sciences clients across licensing, IP, data, regulatory |
| Blue Rhino Corporation | General Counsel | 2003–2004 | Corporate legal leadership |
| GE Medical Systems | Associate General Counsel | 2002–2003 | Medical tech regulatory/commercial counsel |
| Smith Anderson | Partner | 1991–2002 | Corporate and litigation matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| College of Charleston | Adjunct Professor of Business Law | Since 2023 | Academic role; non‑board external position |
Board Governance
- Independence: Board determined Coward is not independent under Nasdaq rules (prior executive/executive‑officer service), alongside CEO/Chair Kevin Conroy .
- Committee assignments: Member, Innovation, Technology & Pipeline Committee (ITPC). 2024 ITPC members were Michael Barber (Chair), D. Scott Coward, and Kimberly Popovits; ITPC met 3 times in 2024 .
- Attendance: The Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet in regular executive sessions led by Lead Independent Director James Doyle .
- Stock ownership policy: Directors must hold stock with value ≥ 5x annual retainer; as of 12/31/2024, all non‑employee directors were in compliance or on track .
- Anti‑hedging/pledging: Company prohibits hedging, short sales, margin accounts and pledging of Company stock by insiders .
- Shareholder engagement: Company engaged holders (offered meetings to top 30 shareholders representing ~68% of outstanding shares) post‑2024 meeting; Board emphasizes regular outreach .
- Say‑on‑Pay: 2024 advisory approval of NEO compensation received ~92% support (signal of positive investor sentiment toward compensation/governance) .
Fixed Compensation
| Component | Policy/Structure | Coward – 2024 Amount |
|---|---|---|
| Board annual cash retainer | $70,000 (raised from $60,000 effective FY2024) | $80,000 fees (aligns with $70k board retainer + $10k ITPC member retainer) |
| Committee member retainers | ITPC: $10,000; Audit: $12,500; HCC: $10,000; CGNC: $7,500 | Included above (ITPC member) |
| Committee chair retainers | ITPC Chair: $20,000; Audit Chair: $25,000; HCC Chair: $20,000; CGNC Chair: $15,000 | N/A (not a chair) |
| ITPC special meetings | +$5,000 per full‑day on‑site session | Not separately disclosed |
| 2024 equity retainer (policy) | Annual grant $300,000 in RS or DSUs; vests at earlier of 1 year or next AGM; pro‑rata vesting on departure; full vest on death/disability; full vest on CIC | 2024 stock awards (grant‑date fair value): $253,892 |
Notes: Directors may elect to take cash retainers in stock. Annual equity value was increased to $300,000 beginning fiscal 2024; retainer amounts were also increased (board, ITPC chair/member, CGNC member) .
Performance Compensation
Directors do not receive performance‑based pay; equity awards are time‑based. Coward’s most recent disclosed director equity grants and vesting terms:
| Grant date | Award type | Shares/Units | Grant‑date fair value | Vesting terms |
|---|---|---|---|---|
| Jan 3, 2023 | Initial restricted stock (Board appointment) | 7,780 | $374,996 | Vests in 3 equal annual installments |
| Jun 8, 2023 | Prorated restricted stock | 2,610 | $236,597 | Fully vested upon grant |
| Jun 8, 2023 | Annual restricted stock | 3,599 | $326,249 | Vests at earlier of 1 year or next AGM |
| Jun 13, 2024 | Annual equity (policy) | Policy target $300,000 | Value determined by 30‑day avg price; vests at earlier of 1 year or next AGM; pro‑rata vesting on separation; full vest on death/disability/CIC | |
| FY2024 (reported) | Stock awards value (aggregate) | — | $253,892 | As reported for 2024 director stock awards |
Vesting framework for non‑employee director equity: annual $300k RS/DSU grant vests at earlier of 1 year or next AGM; pro‑rata vesting on other departures; full vest on death/disability; CIC vests in full .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Coward |
| Compensation committee interlocks | None disclosed; HCC members in 2024 were independent, and the Company disclosed no interlocks involving executives/directors in 2024 |
| Limits on outside boards | Company policy limits boards: CEOs ≤2; other directors ≤4; audit committee members ≤3 (unless Board determines otherwise) |
Expertise & Qualifications
- Legal, regulatory, and compliance leadership across diagnostics/medical tech (K&L Gates, GE Medical Systems, Blue Rhino; former CLO/GC/CAO at Exact) .
- Corporate governance, M&A, and strategy counsel with prior oversight of licensing, IP, data, and healthcare regulatory matters .
- Pipeline/commercialization oversight via ITPC participation (alignment of product strategy, investment prioritization, IP risk, scientific advisory interactions) .
Equity Ownership
| Item | Detail |
|---|---|
| Unexercised options outstanding (12/31/2024) | 27,836 options (legacy executive grants) |
| Unvested director RS/RSUs/DSUs (12/31/2024) | 13,374 shares/units (includes 2,248 RSUs granted pre‑Board in officer role) |
| Anti‑hedging/pledging | Hedging and pledging prohibited for insiders |
| Ownership guidelines | Directors required to hold stock with value ≥ 5x annual retainer; directors in compliance/on track as of 12/31/2024 |
Compensation History (reference)
| Year | Fees Earned (Cash) | Stock Awards (Grant‑Date FV) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $80,000 | $253,892 | — | $333,892 |
| 2023 | $95,651 | $937,842 | $441,360 (consulting agreement; expired 12/30/2023) | $1,474,853 |
Notes: The 2023 “All Other Compensation” reflects payments under a consulting agreement tied to retirement from his executive role; this arrangement expired and no further payments are due. No related‑party transactions over $120,000 were reported for 2024 under the Company’s related person transaction policy .
Governance Assessment
- Strengths: Deep Company/industry/legal expertise adds value to ITPC, governance, and risk oversight; robust Company‑wide governance (majority voting for directors, executive sessions, clawback exceeding Dodd‑Frank, anti‑hedging/pledging, stock ownership guidelines) supports alignment and oversight .
- Potential red flags: Non‑independence due to recent executive service (CLO 2022) and prior 2023 consulting payments can be perceived as entrenchment risk; however, that consulting arrangement ended in 2023 and the Company reported no related‑party transactions for 2024 .
- Engagement/attendance: Board and committee meeting cadence reasonable; all directors met ≥75% attendance in 2024; ITPC met 3 times, aligning with pipeline oversight focus .
- Investor signals: Strong Say‑on‑Pay support (~92%) and structured shareholder engagement indicate constructive investor relations; nonetheless, investors may monitor the balance of independent vs non‑independent voices and the effectiveness of ITPC oversight as pipeline programs advance .