Katherine Zanotti
EXACT SCIENCESAbout Katherine Zanotti
Katherine Zanotti, age 70, is an independent Class I director at Exact Sciences and has served on the Board since 2009; she currently chairs the Human Capital Committee . She brings over four decades of health and personal care industry leadership, including CEO of Arbonne International, senior roles at Procter & Gamble and McDonald’s, and holds a B.A. from Georgetown University and an M.B.A. from Xavier University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbonne International | Chief Executive Officer | 2009–2018 | Fortified financial standing; led global commercialization and brand building |
| McDonald’s Corporation | Senior Vice President, Marketing | 2002–2006 | Led omni-channel growth initiatives and customer engagement strategies |
| Procter & Gamble | VP & GM, North American Pharmaceutical and Corporate Women’s Health; various leadership roles | 1997–2002; 1979–1997 | Led pipeline development and commercialization in pharmaceuticals and consumer health |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Diversey Holdings, Ltd. (Nasdaq: DSEQ) | Director | 2022–2023 | Industrial/healthcare cleaning solutions |
| Cutera, Inc. (Nasdaq: CUTR) | Director | 2019–2022 | Aesthetic medical devices |
| Hill-Rom Holdings, Inc. (NYSE: HRC) | Director | 2009–2013 | Medical equipment/bed systems |
| Mentor Corporation (NYSE: MNT) | Director | 2007–2009 | Medical devices (aesthetics) |
| Alberto Culver Company (NYSE: ACV) | Director | 2006–2009 | Consumer personal care |
| Third Wave Technologies, Inc. (Nasdaq: TWTI) | Director | 2006–2008 | Molecular diagnostics; Kevin Conroy served as CEO at TWTI (2005–2008), indicating historical interlock |
Board Governance
- Committee assignments: Chair, Human Capital Committee (HCC); HCC members in 2024 were Zanotti (Chair), James Doyle, Daniel Levangie, and Kimberly Popovits; HCC met 5 times in 2024 and all members were independent .
- Independence: The Board determined Zanotti is independent under Nasdaq standards; all Audit & Finance, HCC, and Corporate Governance & Nominating committees are entirely independent .
- Executive sessions: Independent directors meet regularly in executive session led by Lead Independent Director James Doyle; sessions cover strategy and succession planning .
- Attendance: The Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Board service limits: Formal limits on outside board service and audit committee memberships to prevent overboarding .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Director Cash Retainer | $70,000 | Standard annual retainer approved in January 2024 |
| 2024 HCC Chair Fee | $20,000 | Chair retainer for Human Capital Committee |
| 2024 Total Cash (Zanotti) | $90,000 | Fees earned in 2024 per proxy table |
| Annual Equity Grant (Policy) | $300,000 | Restricted stock/DSUs granted at annual meeting; value set using 30-day average price; vest on earlier of one year or next annual meeting |
| 2024 Stock Award (Zanotti) | $253,892 | Grant date fair value for 2024 award; generally vests by next annual meeting |
| Ownership Guidelines | 5× annual retainer | Directors must maintain stock value ≥ 5× annual retainer; compliance affirmed as of Dec 31, 2024 |
Performance Compensation
| Performance-Based Director Compensation | Status |
|---|---|
| PSUs, options, performance-based cash for directors | Not disclosed/Not part of director pay; annual director equity is restricted stock or DSUs with time-based vesting |
Other Directorships & Interlocks
- Historical interlock: Both Zanotti (director, 2006–2008) and CEO Kevin Conroy (CEO, 2005–2008) served at Third Wave Technologies, indicating a prior professional linkage; no related-party transactions disclosed at EXAS in 2024 .
- No disclosed shared directorships with current competitors/suppliers/customers that created related-party transactions >$120,000 in 2024 .
Expertise & Qualifications
- Executive leadership across health/personal care; finance, corporate strategy, and M&A (oversaw multiple public company sale transactions) .
- Pipeline development/commercialization at P&G, McDonald’s, and Arbonne; talent management and governance from service on six public company boards .
- Education: B.A. (Georgetown University) and M.B.A. (Xavier University) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (issued shares) | 70,568 shares; <1% of outstanding |
| Unvested restricted stock/RSUs (as of 12/31/2024) | 5,939 shares |
| Options | None |
| Anti-hedging/anti-pledging | Company prohibits hedging, short sales, holding in margin accounts, or pledging for insiders |
| Ownership guideline compliance | All non-employee directors in compliance/on track as of 12/31/2024 |
Governance Assessment
- Positives:
- Independent director since 2009; chairs HCC overseeing executive/director compensation, succession, clawback policy, and culture/talent oversight .
- Regular executive sessions led by Lead Independent Director; strong independence across key committees .
- Formal stock ownership guidelines (5× retainer) and anti-hedging/anti-pledging policies promote alignment; directors in compliance as of 12/31/2024 .
- Shareholder engagement with top 30 holders (≈68% of shares) and 92% Say‑on‑Pay support in 2024 signal investor alignment on compensation governance .
- Watch items / potential red flags (Board-level oversight relevance for HCC Chair):
- CEO change-of-control provisions include accelerated vesting and a legacy tax gross‑up feature in Mr. Conroy’s 2009 agreement; HCC oversight is critical to maintain shareholder-friendly terms going forward .
- Executive perquisites expanded in late 2024 (personal security, and $200,000 CEO personal travel allowance); continued scrutiny of perqs vs. market norms advisable .
- Historical interlock with CEO at Third Wave Technologies; no related-party transactions reported, but interlocks warrant continued monitoring for conflicts .
- Director compensation signals:
- 2024 actual: $90,000 cash fees and $253,892 equity for Zanotti; policy targets $300,000 equity annually, with reasonable non-employee director caps in equity plans .
- No performance-based equity for directors (time-based RSUs/DSUs), which is common but reduces direct pay-for-performance link at the director level; alignment primarily via ownership guidelines and equity mix .
Exact Sciences Company-Level Policies Relevant to Governance Confidence:
- Clawback policy exceeding Dodd‑Frank requirements; awards under the 2025 Omnibus Plan subject to clawback .
- Board service limits to mitigate overboarding risk; robust committee charters and annual self-evaluations .
- No related-party transactions >$120,000 in 2024; formal related-person transaction review policy via Audit & Finance Committee .