Kimberly Popovits
EXACT SCIENCESAbout Kimberly Popovits
Independent director of Exact Sciences since 2025; age 66. Former President & CEO and Chair of Genomic Health (acquired by EXAS in 2019), with 40+ years in healthcare across Genentech and American Critical Care; B.A. in Business from Michigan State University. She brings executive leadership, commercialization, and corporate strategy/M&A experience; the Board identifies her as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genomic Health, Inc. | President & CEO; President & COO; Chairman of the Board | 2002–2019 | Led commercialization and scale; chaired board pre-acquisition by EXAS |
| Genentech, Inc. | SVP, Marketing & Sales; VP, Sales; National Sales Manager | 1987–2002 | Built commercial capabilities in biopharma |
| American Hospital Supply (American Critical Care Division) | Division Manager, Southeast Region | 1981–1987 | Regional leadership in healthcare supply |
| Talis Biomedical Corporation | Interim CEO | 2021 | Transitional CEO leadership for diagnostics company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 10x Genomics, Inc. (TXG) | Director | Since 2020 | Life sciences tools board service; potential benchmarking interlock as EXAS uses TXG in compensation peer group |
| Talis Biomedical Corp. (TLIS) | Director | Since 2020 | Diagnostics board service |
| Kiniksa Pharmaceuticals, Ltd. (KNSA) | Director | Since 2018 | Biopharma board service |
Board Governance
- Independence: Board determined Popovits is independent under Nasdaq rules .
- Committee assignments: Member, Human Capital Committee; Member, Innovation, Technology & Pipeline Committee .
- Years of service on EXAS board: Director since 2025 (Class I) .
- Lead Independent Director: James Doyle oversees executive sessions of independent directors .
- Attendance standards/policy: Board expects regular attendance; in 2024, all directors (prior slate) attended ≥75% of meetings; seven of nine attended the 2024 annual meeting. Popovits joined in 2025 (no 2024 attendance data) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Effective fiscal 2024 policy for non-employee directors |
| Human Capital Committee (member) | $10,000 | Annual retainer for committee members |
| Innovation, Technology & Pipeline Committee (member) | $10,000 | Annual retainer for committee members |
| Special working meeting fee (ITPC) | $5,000 per full-day onsite | Paid per special ITPC session |
| Lead Independent Director premium | $110,000 | Not applicable to Popovits; for LID |
- Board service limits: Directors generally limited to ≤4 public company boards; audit committee members ≤3 audit committees, absent Board exception; directors must notify CGNC chair before accepting new seats .
Performance Compensation
| Equity Award Type | Value | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU/DSU grant (new director) | $375,000 | Upon initial election/appointment | Vests in three equal annual installments; accelerates on death/disability/change in control | |
| Annual RSU/DSU grant (continuing directors) | $300,000 | At each annual meeting | Vests at earlier of first anniversary or next annual meeting; accelerates on death/disability/change in control; pro rata vesting on cessation | |
| Pro rata RSU/DSU for service period pre-annual meeting | Pro rata portion of annual grant | Granted at annual meeting following appointment | Fully vested upon grant; number based on price prior to appointment | |
| Annual non-employee director total cap | $600,000 (2019 Plan) | Calendar-year cap | Includes cash + equity; proposed increase to $750,000 ($1.5M in join year) under 2025 Plan, if approved |
Director equity is time-based; EXAS does not disclose director performance metrics linked to equity or cash retainers. Clawback provisions in proxy pertain to executive incentive compensation and exceed Dodd-Frank requirements .
Other Directorships & Interlocks
| Company | Sector Overlap | Notable Interlock/Observation |
|---|---|---|
| 10x Genomics (TXG) | Life sciences tools (peer to diagnostics ecosystem) | Included in EXAS 2024 executive compensation peer group, creating a benchmarking interlock; no related-party transactions disclosed |
| Talis Biomedical (TLIS) | Diagnostics | No EXAS related-party transactions >$120k in 2024 |
| Kiniksa Pharmaceuticals (KNSA) | Biopharma | No EXAS related-party transactions >$120k in 2024 |
Expertise & Qualifications
- Executive leadership in diagnostics; commercialization and pipeline development (Genomic Health, Genentech) .
- Finance/corporate strategy/M&A experience across multi-business healthcare companies .
- Recognitions: Most Admired CEO (SF Business Times, 2014), Ferolyn Powell Leadership Award (2019), American Liver Foundation award (2017) .
Equity Ownership
| Holder | Shares Issued | Shares Issuable within 60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Kimberly Popovits | 6,387 | — | 6,387 | <1% (*) |
- Anti-hedging and pledging: EXAS prohibits hedging, short sales, and pledging/margin accounts for insiders, including directors .
- Stock ownership guidelines: Directors must hold stock with value ≥5× Annual Retainer; as of Dec 31, 2024, non-employee directors were compliant or on track within phase-in (new directors) .
Governance Assessment
- Board effectiveness: Popovits adds deep diagnostics commercialization and executive leadership; assigned to Human Capital and Innovation & Pipeline—committees central to talent, pay, and R&D oversight .
- Independence & conflicts: Board determined independence; EXAS disclosed no related-party transactions >$120k in 2024; anti-hedging/pledging policy reduces alignment risks .
- Ownership alignment: Modest direct ownership (6,387 shares) with strong director ownership guidelines (5× retainer) and time-based equity grants; phase-in compliance noted for new directors .
- Compensation oversight: As HCC member, Popovits participates in executive pay design, clawback oversight, and succession planning; HCC uses independent consultant (Aon), reported no interlocks/insider participation, and conducts risk assessments .
- Shareholder signaling: EXAS say-on-pay received ~92% support in 2024, indicating constructive investor sentiment toward compensation governance .
- Potential RED FLAGS to monitor:
- Peer-group interlock: Popovits serves on TXG’s board while EXAS includes TXG in its compensation peer group—monitor for benchmarking bias, though committee independence and consultant safeguards are in place .
- Board load: Corporate guidelines cap most directors at ≤4 public boards; Popovits sits on three external boards plus EXAS (total 4), within policy but watch time demands .
- Attendance: No 2024 attendance record for Popovits given 2025 appointment—track 2025 meeting attendance levels; Board emphasizes executive sessions and engagement .
Overall, Popovits strengthens board oversight in commercialization and human capital while meeting independence and alignment standards. The TXG peer-group overlap warrants ongoing attention but is mitigated by committee independence, a formal related-party policy, and use of an independent compensation consultant .