Jacob Orville
EXACT SCIENCESAbout Jacob Orville
Jacob Orville, age 51, is Executive Vice President and General Manager, Screening at Exact Sciences. He has served as GM, Screening since July 2022, after leading Pipeline as GM (Nov 2019–Jul 2022) and SVP, Pipeline (Feb–Nov 2019). He previously co-founded Cleveland HeartLab (CEO, 2008–2017), which was acquired by Quest Diagnostics, where he served as General Manager, Cardiometabolic & Endocrinology (2017–2018). He holds a bachelor’s degree from the University of Massachusetts–Amherst and an MBA from the University of Wisconsin–Madison . Company performance relevant to pay-for-performance: 2024 revenue was $2.76B (+11% core growth), adjusted EBITDA improved 48% YoY to $323M, and free cash flow improved; annual incentive payout for 2024 was 47% of target reflecting rigorous metrics . Over 2020–2024, cumulative TSR declined to $60.76 vs. $118.20 for the NASDAQ Biotech peer index, reinforcing stricter performance alignment through PSUs and rTSR modifiers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exact Sciences | EVP & GM, Screening | Jul 2022–present | P&L leadership for screening; executed Cologuard Plus FDA approval and launch as part of corporate milestones |
| Exact Sciences | GM, Pipeline; SVP, Pipeline | Nov 2019–Jul 2022; Feb–Nov 2019 | Drove pipeline programs and operational milestones supporting PSU metrics (revenue growth, EBITDA) |
| Quest Diagnostics | GM, Cardiometabolic & Endocrinology Franchise | Nov 2017–Feb 2018 | Led franchise post-acquisition integration and commercial operations |
| Cleveland HeartLab | Co-founder & CEO | Dec 2008–Nov 2017 | Built cardiometabolic diagnostics platform; led to sale to Quest Diagnostics |
| NextGen Sciences; Third Wave Technologies | Leadership/operational roles | Earlier career | Operational and product leadership experience in diagnostics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Orville |
Fixed Compensation
| Metric (FY 2024) | Value |
|---|---|
| Year-end base salary | $618,000 |
| Target bonus % of salary | 70% |
| Target bonus (annualized) | $432,600 |
| Actual bonus paid | $202,812 |
Performance Compensation
Annual Incentive (FY 2024) – Corporate Scorecard and Payout
| Metric | Weight | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Total Revenue | 45% | ≥$2.910B | $2.76B | 0% of target |
| Adjusted EBITDA | 10% | ≥$350M | $323M | 7% of target |
| Access to underserved populations | 5% | ≥20% | 21% | 5% of target |
| Oncomove study completion | 10% | 1 of 1 milestone | 1 of 1 met | 10% of target |
| FDA approval & coverage for Cologuard Plus | 10% | 1 of 1 milestone | 1 of 1 met | 10% of target |
| Cologuard 2.5 milestones | 10% | 2 of 4 milestones (100%); 4 of 4 (max) | 2 of 4 met | 10% of target |
| Gallup engagement | 5% | ≥62% engaged | 59% | 0% of target |
| CSAT | 5% | ≥8.7 | 8.7 | 5% of target |
| Total corporate achievement | — | — | — | 47% of target |
| Orville bonus outcomes | — | Target $432,600 | Paid $202,812 | 47% of target |
Long-Term Incentives (Grants in 2024)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| RSUs (annual) | Feb 26, 2024 | 19,793 | $1,138,295 | Vests 4 equal installments starting Feb 28, 2025 |
| PSUs (target) | Feb 26, 2024 | 19,792 | $1,249,469 | 3-year performance; 75% revenue growth (FY26), 25% adjusted EBITDA (FY26); rTSR modifier ±50% |
| RSUs (promotion) | Aug 5, 2024 | 21,401 | $1,193,534 | Vests 4 equal installments starting Aug 5, 2025 |
Option Awards (Outstanding)
| Options Exercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|
| 6,581 | $98.18 | Feb 14, 2030 | Legacy options; no recent option grants in 2024 |
Equity Ownership & Alignment
Beneficial Ownership Trend
| As-of Date | Issued Shares | Shares Issuable within 60 days | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Apr 13, 2023 | 12,238 | 4,936 | 17,174 | <1% |
| Apr 15, 2024 | 15,440 | 6,581 | 22,021 | <1% |
| Apr 15, 2025 | 26,892 | 6,581 | 33,473 | <1% |
Current Equity Detail (Dec 31, 2024)
| Category | Units/Shares | Market/Value Basis |
|---|---|---|
| Options exercisable | 6,581 @ $98.18; exp. 2/14/2030 | Listed above |
| Unvested RSUs | 2,248 (2021 grant); 7,909 (2022); 14,175 (2023); 19,793 (2024) | Market values at $56.19 shown in proxy |
| Unvested RSUs (promotion) | 21,401 (Aug 2024) | Market value at $56.19 shown in proxy |
| Unearned PSUs (max) | 42,523 (2023); 44,533 (2024) | PSU payout subject to FY25/FY26 performance and rTSR modifier |
Policies and alignment:
- Anti-hedging/anti-short sale and anti-pledging: insiders may not hedge or pledge company stock; no margin accounts .
- Stock ownership guidelines: executives must hold shares equal to ≥3x base salary; temporarily 2x for EVPs until Oct 24, 2027; all executives were in compliance as of Dec 31, 2024 .
- Director/executive clawback: recoupment applies to financial restatements and certain detrimental conduct beyond Dodd-Frank requirements .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement date | Feb 18, 2019 |
| Bonus target in agreement | Minimum target bonus opportunity initially 50%; increased to 70% by 2024 role scope |
| Non-compete & non-solicit | 12-month non-compete and non-solicit of employees/customers post-termination |
| Severance (without cause/good reason) | 12 months salary continuation; accrued bonus; COBRA premiums up to 12 months; $10k outplacement; 12-month acceleration of time-based equity; PSUs treated as continued service for 12 months but vest only upon actual performance |
| Change in control (double trigger) | 100% acceleration of all unvested equity; cash severance increased to 18 months salary plus pro-rata current-year bonus and 150% of target bonus; PSUs vest at greater of target or actual |
| 280G treatment | Cutback to avoid excise taxes (no gross-up) for non-CEO NEOs including Orville |
Potential Payments (Estimated if event occurred Dec 31, 2024)
| Scenario | Cash Salary | Bonus | Equity Acceleration | COBRA | Outplacement | Total |
|---|---|---|---|---|---|---|
| Severance eligible termination | $618,000 | — | $2,254,624 | $30,085 | $10,000 | $2,912,709 |
| Severance eligible termination in connection with change of control | $927,000 | $1,081,500 | $5,855,978 | $30,085 | $10,000 | $7,904,563 |
| Change of control alone (equity) | — | — | $5,855,978 | — | — | $5,855,978 |
| Death/Disability (equity under policy) | — | — | $4,760,575 | — | — | $4,760,575 |
| Retirement (equity under policy) | — | — | $4,389,862 | — | — | $4,389,862 |
Compensation Structure Analysis
- Mix shift toward RSUs/PSUs: 2024 grants to Orville were RSUs and PSUs with no new options, aligning payouts to multi-year revenue growth and adjusted EBITDA with rTSR modifier up to ±50%, reinforcing pay-for-performance and shareholder alignment .
- Rigorous annual plan: FY 2024 corporate bonus paid at 47% of target, with zero payout on revenue target and partial payout on EBITDA/access/customer metrics; Orville’s payout was $202,812 vs. $432,600 target .
- Clawbacks and governance: Robust clawback and anti-hedging/pledging policies reduce misalignment and risk-taking; repricing of underwater options prohibited without shareholder approval (codified in 2025 Omnibus Plan) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, reducing misalignment risk; no pledging allowed for insiders .
- Tax gross-ups: Not provided for Orville; 280G cutback applies (CEO is the only executive with a legacy gross-up clause) .
- Option repricing: Prohibited under plan governance without shareholder approval .
- Say-on-pay support: 92% approval at 2024 annual meeting, suggesting shareholder support for compensation framework .
Equity Ownership & Insider Selling Pressure
- Near-term vesting supply: 19,793 RSUs vesting beginning Feb 28, 2025 and 21,401 promotion RSUs starting Aug 5, 2025 may create sellable share supply; PSUs are performance-based through FY 2026, with rTSR modifier .
- Options profile: 6,581 options at $98.18 expiring 2030 are significantly out-of-the-money vs. 12/31/2024 reference price ($56.19), limiting near-term exercise selling pressure .
- No pledging: Company policy prohibits pledging, reducing forced sale risk .
Investment Implications
- Alignment: Orville’s incentives are tightly linked to medium-term revenue growth and adjusted EBITDA via PSUs, with an rTSR overlay—payouts require execution on FY 2026 financials; 2024 cash bonus at 47% underscores rigor .
- Retention/cost of transition: Double-trigger change-of-control economics (18 months salary + 150% target bonus + full equity acceleration) indicate meaningful retention value; potential exit cost ~ $7.9M (as of 12/31/2024) .
- Supply overhang: 2025 RSU vesting schedules add to potential trading supply; PSU payouts depend on achieving FY 2026 targets and rTSR, moderating immediate selling pressure .
- Governance risk is mitigated by anti-hedging/pledging and clawback policies; no 280G gross-ups for Orville, reducing shareholder-unfriendly optics .