Kevin Conroy
EXACT SCIENCESAbout Kevin Conroy
Kevin Conroy (age 59) is Chairman, President, and CEO of Exact Sciences (since 2009; Chair since 2014). He holds a B.S. in Electrical Engineering from Michigan State University and a J.D. from the University of Michigan . Under his tenure, EXAS delivered 2024 revenue of $2.76B (+10% GAAP; +11% core), adjusted EBITDA of $323M (+48% YoY), and meaningfully improved free cash flow (+133% YoY) amid key milestones including FDA approval and Medicare pricing for Cologuard Plus and launch readiness for oncological assays . Longer-horizon shareholder returns have lagged peers: cumulative TSR from 2020–2024 equated to $60.76 on a $100 initial investment vs $118.20 for the NASDAQ Biotechnology peer index, while 2024 net income was a loss of $1.03B largely impacted by non-cash impairments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exact Sciences | Chief Executive Officer; Chairman since 2014 | 2009–Present | Led transformation into a premier cancer diagnostics company, regulatory approval/commercialization of Cologuard and Cologuard Plus; strategic M&A and pipeline expansion . |
| Third Wave Technologies | CEO (2005–2008); General Counsel (2004–2005) | 2004–2008 | Oversaw development and commercialization of Cervista cervical cancer screening test; executive leadership in diagnostics . |
| GE Healthcare | Intellectual Property Counsel | 2002–2004 | IP counsel within GE’s healthcare technology arm; foundation in regulatory/IP for diagnostics . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Align Technology (ALGN) | Director | 2023–Present | Public company directorship . |
| Adaptive Biotechnologies (ADPT) | Director | 2019–2023 | Public company directorship . |
| Epizyme (EPZM) | Director | 2017–2022 | Public company directorship . |
| CM Life Sciences II (CMIIU) | Director | 2021 | SPAC directorship . |
| SomaLogic (SLGC) | Director | 2021 | Public company directorship . |
| Arya Sciences Acquisition (ARYA) | Director | 2018–2020 | SPAC directorship . |
Fixed Compensation
| Component | 2023 Year-End | 2024 Year-End/Target | 2024 Actual |
|---|---|---|---|
| Base Salary | $1,041,700 | $1,083,368 | $1,083,368 . |
| Target Annual Bonus (% of Salary) | 140% | 140% ($1,516,715) | — . |
| Annual Cash Bonus Payout | — | — | $712,329 (47% corporate achievement; no individual modifier for CEO) . |
| Total CEO Compensation (SCT) | — | — | $15,539,378 (2024) . |
Notes:
- 93% of CEO target compensation is variable/at-risk; PSU share of 2024 equity at 60% for CEO .
Performance Compensation
2024 Annual Cash Bonus Plan (Corporate Scorecard)
| Goal Cluster | Metric | Weight | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Magnify our impact | Total Revenue | 45% | ≥$2.810B | ≥$2.910B | ≥$3.010B | $2.76B | 0% . |
| Adjusted EBITDA | 10% | ≥$300M | ≥$350M | ≥$400M | $323M | 7% . | |
| Access to underserved populations | 5% | ≥18% | ≥20% | ≥22% | 21% | 5% . | |
| Bring our portfolio to life | Oncomove goal | 10% | — | 1 of 1 | — | Achieved | 10% . |
| Cologuard 2.0 approval/coverage | 10% | — | 1 of 1 | — | Achieved | 10% . | |
| CG 2.5 feasibility/device/presub milestones | 10% | 1 of 4 | 2 of 4 | 4 of 4 | 2 of 4 | 10% . | |
| Focus on people/customers | Gallup engagement | 5% | ≥61% | ≥62% | ≥64% | 59% | 0% . |
| CSAT | 5% | ≥8.6 | ≥8.7 | ≥8.8 | 8.7 | 5% . | |
| Total Corporate Achievement | 47% . |
- CEO payout equals corporate result (no individual modifier applied to CEO) .
2024 Long-Term Equity Awards (Granted 2/26/2024)
| Award | Shares/Targets | Vesting/Performance | Grant Date Fair Value |
|---|---|---|---|
| RSUs | 88,671 | 25% annually over 4 years beginning 2/28/2025 | $5,099,469 . |
| PSUs (Target) | 133,006 (max 299,264) | 3-year program through FY2026; 75% revenue growth and 25% adjusted EBITDA; rTSR modifier ±50% (max 225% of target) | $8,396,669 . |
PSU Design Details:
- Performance metrics/weights: Revenue growth 75%, Adjusted EBITDA 25% (FY2026 targets undisclosed for competitiveness) .
- Relative TSR vs Russell 1000 Healthcare Index modifies payouts ±50%: 25th percentile = 0.5x; 50th = 1.0x; 75th = 1.5x .
Historical PSU Payout:
- 2022 PSU program paid at 60.7% of target after rTSR 0.9x and missed scientific milestones (revenue target met) .
Say-on-Pay & Governance:
- 2024 say-on-pay support ~92%; ongoing shareholder engagement with top holders .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/15/2025) | 1,572,097 total shares (1,135,636 issued; 436,461 issuable within 60 days via options/awards) . |
| Stock Ownership Guidelines | CEO: 6x base salary; all executives/directors in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited; no margins or pledging; anti-hedging and anti-short-sale policies in place . |
| 2024 Option Exercises | 102,837 options exercised; value realized on exercise $4,480,608 . |
| 2024 Stock Vested | 120,875 shares vested; value realized $7,085,311 . |
| Unvested/Unearned Holdings (12/31/2024) | RSUs: 10,374 (2021), 26,361 (2022), 54,429 (2023), 88,671 (2024) unvested; PSUs: 244,931 (2023 grant, max), 299,264 (2024 grant, max); options outstanding with expiries 2025–2030 . |
Note: PSU unearned counts reflect SEC disclosure conventions (maximum payout basis) .
Employment Terms
CEO Employment Agreement (2009)
| Scenario | Cash | Equity | Benefits/Other | Notes |
|---|---|---|---|---|
| Termination without Cause / Good Reason | 18 months base salary continuation; accrued/unpaid bonus; pro-rata target/other performance bonus if peers paid | Accelerated vesting of then-unvested equity by 12 months | Up to 12 months COBRA; $10,000 outplacement | 18-month non-compete and non-solicit; release required . |
| Change of Control + Termination (or in anticipation) | Lump-sum 24 months base salary; pro-rata target bonus to CoC date | Accelerated vesting of all outstanding unvested equity (agreement to remain for up to 6 months if requested) | Tax gross-up to make whole for excise tax (legacy feature) | Special Long Term Incentive Plan cash tied to CoC equity value (tiered percentages) . |
Estimated Payout Values (as of 12/31/2024)
| Scenario | Base Salary | Bonus | Long-Term Incentive Plan | Equity Acceleration | COBRA/Other | Total |
|---|---|---|---|---|---|---|
| Severance Eligible Termination | $1,625,052 | $712,329 | — | $9,705,319 | $40,085 | $12,082,785 . |
| Severance Eligible Termination in Connection with CoC | $2,166,736 | $1,516,715 | $10,000,000 | — | — | $13,683,451 . |
| Change of Control (no termination) | — | — | — | $23,695,279 | — | $23,695,279 . |
Clawback, Perquisites, and Deferred Comp:
- Clawback exceeds Dodd-Frank; recoupment possible for misconduct without restatement .
- CEO perquisites include annual personal security (not to exceed $49,000) and a $200,000 personal travel allowance; in 2024, CEO personal travel expenses totaled $196,315; security expenses also provided; 401(k) match in stock .
- Deferred compensation plan in place; CEO 2024 aggregate earnings $552,636; aggregate balance $3,199,837 .
Board Governance (Director Role, Committees, Independence)
- Board Service: Director since 2009; Chairman since 2014; non-independent .
- Dual-Role Structure: Combined CEO/Chairman retained after annual review; Lead Independent Director (James Doyle) provides counterbalance with defined duties; 80% of board is independent; committees (Audit & Finance, Human Capital, Corporate Governance & Nominating) are fully independent .
- Declassification underway (full annual elections by 2026); majority voting with resignation policy in uncontested elections; regular executive sessions led by Lead Independent Director .
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of meetings/committees served .
Director Compensation (Relevance to Dual Role)
- Mr. Conroy receives no separate director compensation . Non-employee director program includes cash retainers and annual equity; stock ownership guidelines at 5x retainer for directors .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($MM) | 1,491 | 1,767 | 2,084 | 2,500 | 2,759 . |
| Net Income ($MM) | (824) | (596) | (624) | (204) | (1,029) . |
| Adjusted EBITDA ($MM) | (143) | 219 | 323 . | ||
| Cumulative TSR (Index $100) | 143.26 (2020) | 126.45 (2020–2021 Peer) | 53.54 (2020–2022) | 80.00 (2020–2023) | 60.76 (2020–2024); Peer 118.20 . |
Operational highlights (2024): >4.6M people tested; FDA approval/Medicare pricing for Cologuard Plus; Oncodetect studies; plans to launch Cologuard Plus, Oncodetect, and Cancerguard EX by end of 2025 .
Compensation Structure Analysis
- Strong at-risk mix: CEO ~93% variable; PSU emphasis (60% of CEO equity); rTSR modifier strengthens alignment; 2024 AIP paid at 47% reflecting underperformance on revenue vs target despite EBITDA progress .
- Disciplined metrics: FY2026 PSU program shifts further to growth (75% revenue/25% EBITDA) with rTSR modifier ±50% .
- Shareholder alignment: 2024 say-on-pay 92% support; continued shareholder outreach .
- Red flags/Considerations: Legacy CEO CoC tax gross-up; sizable CoC equity acceleration; enhanced perquisites for travel/security (market-based rationale disclosed) .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote support ~92%; Board highlights ongoing engagement with top 30 shareholders (~68% ownership) .
Risk Indicators & Red Flags
- Legacy tax gross-up for CEO upon CoC (shareholder-unfriendly by current norms) .
- Personal travel/security perquisites; 2024 CEO personal travel expense $196,315 .
- Section 16 compliance: CEO filed three Forms 5 to report five gifts from 2019, 2020, 2024 (administrative tardiness addressed) .
- Company settled matters related to Medicare Date of Service Rule and AKS/False Claims qui tam (corporate-level; not specific to CEO) .
Compensation Peer Group (Benchmarking)
- 2024 peer selection targeted diagnostics/biotech/medtech companies with revenue $820M–$7.5B, market cap $4.3B–$45B, headcount 2,325–21,000, EBITDA $60M–$530M .
- Pay philosophy targets market median with flexibility based on role/performance; independent consultant (Aon) advises committee .
Board Governance: Committees & Roles (for context)
- Committees: Audit & Finance (Chair: Paul Clancy), Human Capital (Chair: Katherine Zanotti), Corporate Governance & Nominating (Chair: Shacey Petrovic), Innovation, Technology & Pipeline (Chair: Michael Barber); all independent .
Employment Terms (Other Executives context)
- Current NEOs have double-trigger CoC with 18 months base and 150% of target bonus plus 100% equity acceleration upon qualifying termination within 12 months post-CoC (or within 4 months pre-CoC) .
Investment Implications
- Pay-for-performance alignment is credible: AIP paid at 47% and 2022 PSUs at 60.7% of target; PSU design with rTSR modifier and heavy revenue weighting reinforces growth/profitability focus .
- Retention risk appears manageable: Large unvested RSUs/PSUs and strict ownership/anti-pledging rules; CEO has substantial skin in the game; however, annual vesting and occasional option exercises (value realized) can create periodic supply from insider sales .
- Governance trade-off: Combined CEO/Chair role mitigated by a strong Lead Independent Director and independent committees, but still a governance debate for some investors .
- CoC economics: Legacy tax gross-up and significant equity acceleration could be dilutive in change-of-control scenarios; factor into M&A optionality analysis .
- Performance vs peers: Despite robust revenue/EBITDA momentum and pivotal product catalysts (Cologuard Plus), multi-year TSR underperformed the NASDAQ Biotech index—monitor execution against 2025 launches and potential re-rating as profitability scales .