James Herriott
EXACT SCIENCESAbout James Herriott
James Herriott, age 45, is Senior Vice President and General Counsel of Exact Sciences, serving in that role since January 2022 and as Corporate Secretary since December 2022; prior roles include Deputy General Counsel (Feb 2020–Jan 2022) and Senior Counsel (Aug 2018–Feb 2020) . He previously practiced corporate and securities law at K&L Gates LLP and Paul Hastings LLP, and holds a B.A. in economics from Duke University and a J.D. from Vanderbilt University Law School . Company performance during his tenure includes 2024 revenue of $2.76 billion (+11% core revenue growth) and 48% year-over-year adjusted EBITDA improvement, with free cash flow up 133% YoY, reflecting profitable growth and operational efficiency . As Secretary, he is listed on corporate actions and filings such as the 2025 Annual Meeting notice and agent-for-service on S-8 registrations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exact Sciences | Senior Counsel | Aug 2018–Feb 2020 | — |
| Exact Sciences | Deputy General Counsel | Feb 2020–Jan 2022 | — |
| Exact Sciences | SVP, General Counsel | Jan 2022–Present | — |
| Exact Sciences | Corporate Secretary | Dec 2022–Present | — |
| K&L Gates LLP | Corporate & Securities Lawyer | Prior to 2018 | — |
| Paul Hastings LLP | Corporate & Securities Lawyer | Prior to K&L Gates | — |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed in executive biography |
Equity Ownership & Alignment
- Stock ownership guidelines for executive officers (SVP+): required to hold shares with a “Stock Value” ≥ 3× base salary; 4-year phase-in; pre-10/24/2027 counting of certain unvested equity; if below target, must retain 50% of net shares from awards until compliant . As of Dec 31, 2024, each director and executive officer was in compliance with the Stock Ownership Guidelines .
- Anti-hedging/short-sale/pledging: Company policy prohibits hedging, short sales, holding shares in margin accounts, or pledging shares as collateral; violations can lead to award cancellation/recoupment .
- Rule 10b5-1 selling plan: On March 3, 2025, Herriott adopted a 10b5-1 plan to sell up to 4,000 shares; plan expires March 3, 2026 (subject to early termination) .
| Ownership Alignment Item | Details |
|---|---|
| Stock Ownership Target (SVP+) | 3× base salary; 4-year compliance window |
| Counting Rules | Certain unvested RSUs/DSUs count toward targets until Oct 24, 2027; options do not |
| Retention If Below Target | Retain 50% of shares delivered from awards until compliant |
| Anti-Hedging/Pledging | Hedging, short sales, margin/pledging prohibited |
| 10b5-1 Plan | Adopted Mar 3, 2025; up to 4,000 shares; expires Mar 3, 2026 |
Employment Terms
| Policy/Term | Specifics |
|---|---|
| Clawback Policy | Incentive compensation subject to recoupment beyond Dodd-Frank (misconduct without restatement); award agreements explicitly subject to cancellation/recoupment and Insider Trading Policy enforcement |
| Insider Trading Policy | Strict compliance required; violations may trigger cancellation/recoupment of awards |
| Ownership Guidelines | SVP+ executives required at 3× base salary; compliance confirmed company-wide as of Dec 31, 2024 |
| Severance/Change-of-Control Trends (Company context) | On Aug 5, 2025, EXAS amended employment agreements for certain executives (Bloomer, Condella, Orville, Baranick) to accelerate time-vested, non-performance equity based on years of service upon separation without cause/good reason; performance awards get 12-month service credit but remain subject to performance goals; Herriott not listed among amended agreements |
Performance & Track Record
- Corporate achievements in 2024 include FDA approval and Medicare pricing for Cologuard Plus, completion of two Oncodetect studies, and progress on multi-cancer liquid biopsy launch, alongside 11% core revenue growth and 48% adjusted EBITDA improvement .
- Herriott appears on, and supports, key securities filings for equity plans and beneficial ownership (e.g., S-8 registrations and joint Schedule 13G filings), consistent with his role as General Counsel and Secretary .
- Say-on-pay support for executive compensation (company-wide) was approximately 92% at the 2024 annual meeting, indicating broad shareholder approval of pay practices shaping senior executive incentives at EXAS .
Fixed Compensation
Not individually disclosed for Herriott; the proxy’s detailed compensation tables pertain to Named Executive Officers (NEOs) and do not include him .
Performance Compensation
Not individually disclosed for Herriott; company-wide design features include PSUs tied to revenue growth and adjusted EBITDA with a relative TSR modifier, but NEO-only tables and payouts are reported (e.g., 2024 AIP paid at 47% of target; 2022 PSU paid at 60.7% of target) .
Investment Implications
- Insider selling pressure: A pre-arranged 10b5-1 plan to sell up to 4,000 shares through March 3, 2026 suggests controlled, transparent selling cadence rather than opportunistic trades; monitor Form 4s against the plan for any deviations .
- Alignment safeguards: Robust stock ownership requirements (3× base for SVP+) and anti-hedging/pledging policies strengthen alignment and reduce risk flags such as collateral pledging; company states all executives were guideline-compliant as of year-end 2024 .
- Retention architecture: August 2025 amendments added equity vesting acceleration based on service for certain peers (not including Herriott), signaling a broader retention framework; lack of specific severance terms disclosed for Herriott limits individualized retention risk analysis .
- Compensation transparency: Since Herriott is not a NEO, pay mix, bonus metrics, and award values are not disclosed, constraining pay-for-performance and severance economics evaluation; rely on corporate policies (clawback, insider trading, stock ownership) and trading plan activity as key signals .