James Doyle
EXACT SCIENCESAbout James Doyle
James Doyle is an independent director at Exact Sciences, serving since 2014 and currently the Lead Independent Director. He is a former Governor of Wisconsin and an experienced attorney, with expertise in government, regulatory, compliance, public health, and risk management. Education: B.A., University of Wisconsin–Madison; J.D., Harvard Law School. Age: 79; Committees: Human Capital and Corporate Governance & Nominating .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State of Wisconsin | 44th Governor | 2003–2011 | Led multi-state legislative efforts; argued three cases before the U.S. Supreme Court . |
| State of Wisconsin | Attorney General | 1991–2003 | Oversight of major Medicare program and healthcare access initiatives . |
| Dane County (WI) | District Attorney | 1977–1982 | Prosecutorial leadership . |
| Foley & Lardner LLP | Of Counsel | 2011–2024 | Legal counsel to private/public companies in regulated industries . |
| Doyle & Boyce Strategies | Partner | Since 2011 | Consultant to national foundations; strategic advisory . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foley & Lardner LLP | Of Counsel | 2011–2024 | Legal/regulatory counsel expertise . |
| Doyle & Boyce Strategies | Partner | Since 2011 | Policy and strategy consulting . |
No other public-company board directorships disclosed for Doyle .
Board Governance
- Independence: The Board determined James Doyle is independent under Nasdaq rules; all members of Human Capital, Audit & Finance, and Corporate Governance & Nominating are independent .
- Lead Independent Director: Doyle leads executive sessions and serves as principal liaison to the CEO; duties include coordinating agendas, leading the annual CEO review, and advising on information flow to independent directors .
- Committee memberships:
- Human Capital Committee (member; 5 meetings in 2024) .
- Corporate Governance & Nominating Committee (member; 3 meetings in 2024) .
- Attendance: The Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings on which they served. Seven of nine directors attended the 2024 annual meeting of shareholders .
- Executive sessions: Regular executive sessions of non-management directors are held; Doyle chairs these sessions .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Cash fees | $127,500 |
| Stock awards (grant-date fair value) | $253,892 |
| Total | $381,392 |
Director Compensation Policy highlights (effective 2024):
- Annual cash retainers: Lead Independent Director $110,000; Director $70,000 .
- Committee chair retainers: Audit & Finance $25,000; Human Capital $20,000; Corporate Governance & Nominating $15,000; Innovation, Technology & Pipeline $20,000 .
- Committee member retainers: Audit & Finance $12,500; Human Capital $10,000; Corporate Governance & Nominating $7,500; Innovation, Technology & Pipeline $10,000 .
- Annual equity grant to non-employee directors: $300,000 in restricted stock or deferred stock units; vest on the earlier of one year or next annual meeting; new directors receive an initial $375,000 award vesting over three years .
Performance Compensation
| Equity Structure | Metric Linkage | Vesting | 2024/Year-end Detail |
|---|---|---|---|
| Director equity grants | None (time-based RSUs/DSUs) | Annual award vests on earlier of first anniversary or next annual meeting | Doyle held 5,939 unvested RSUs/DSUs as of Dec 31, 2024 . |
- No performance metrics or rTSR modifiers are used in non-employee director compensation; equity awards are time-based to align interests .
- Anti-hedging, anti-short sale, and anti-pledging policies apply to directors; no dividends on unvested awards under the 2025 Plan; director awards subject to clawback policy .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None disclosed for Doyle . |
| Compensation committee interlocks (2024) | Human Capital Committee members included Doyle; none of EXAS executive officers served on another entity’s board/comp committee where an EXAS exec served, limiting interlocks risk . |
Expertise & Qualifications
- Government, Regulatory, and Compliance: Extensive state/federal policy experience; healthcare regulatory insights .
- Public Health & Risk Management: Strategic legal counsel across healthcare programs; strong analytical skills for legal and regulatory risk .
- Executive Leadership & Talent Management: Leadership as Governor/AG; partner-level management; board-level oversight .
- Education: B.A. (UW–Madison); J.D. (Harvard Law) .
Equity Ownership
| Ownership as of Apr 15, 2025 | Shares |
|---|---|
| Issued shares beneficially owned | 56,049 |
| Shares issuable within 60 days | — (none disclosed) |
| Total beneficial ownership | 56,049 (<1%) |
Additional alignment points:
- Unvested director equity at year-end 2024: 5,939 RSUs/DSUs .
- Stock ownership guidelines require directors to hold shares with “Stock Value” ≥ 5x Annual Retainer; all non-employee directors were compliant or on track as of Dec 31, 2024 .
- Company prohibits hedging, short sales, holding shares in margin accounts, or pledging as collateral, strengthening alignment .
Governance Assessment
- Board effectiveness: Doyle’s role as Lead Independent Director enhances independent oversight—he leads executive sessions, guides CEO evaluations, and ensures information quality for independent directors .
- Compensation oversight: As a Human Capital Committee member, Doyle helps administer executive compensation, incentives, clawback policies, and succession planning, with independent consultant Aon engaged and independence affirmed for committee members .
- Independence and attendance: Independent status, active committee service, and Board-wide ≥75% attendance support investor confidence in governance rigor .
- Ownership alignment: Material personal shareholding and time-based equity grants, combined with strict ownership guidelines and anti-hedging/pledging, align director incentives with shareholders .
- Conflicts/related-party exposure: No related-person transactions >$120,000 in 2024; related-party policy requires Audit & Finance Committee review of any such transactions . Doyle’s prior Of Counsel role at Foley & Lardner is disclosed but no transactions with the firm are reported .
- Shareholder sentiment: Say-on-pay support was ~92% at the 2024 meeting, indicating broad alignment of pay practices with shareholder expectations .
RED FLAGS
- None disclosed related to Doyle: no hedging/pledging, no related-party transactions, independent committee memberships. Note: Company-wide, CEO legacy change-of-control agreement includes a tax gross-up (not applicable to director awards; 2025 Plan prohibits tax gross-ups for awards), which investors often scrutinize at the executive level .
Director Compensation Mix Observation
- 2024 compensation for Doyle was primarily equity ($253,892) versus cash ($127,500), favoring long-term stock alignment .
Committee Meeting Activity (2024)
- Human Capital Committee: 5 meetings; responsibilities include executive/director pay, incentive plans, clawbacks, and succession planning .
- Corporate Governance & Nominating Committee: 3 meetings; responsibilities include board refreshment, governance reviews, and leadership structure recommendations .
Policy Protections
- Majority independent board (8 of 10), regular executive sessions, robust stock ownership guidelines, anti-hedging/pledging, and clawback policies beyond Dodd-Frank requirements .
Overall, James Doyle’s governance profile—Lead Independent Director role, independent committee memberships, and alignment-focused compensation structure—supports board effectiveness with low apparent conflict risk .