Michael Barber
EXACT SCIENCESAbout Michael Barber
Michael Barber, age 64, is an Independent Director (Class III) at Exact Sciences, serving since 2024; he chairs the Innovation, Technology & Pipeline Committee and is a member of the Audit & Finance Committee . He brings over 40 years of executive experience at General Electric in operations, engineering, and product management, including leading GE Molecular Imaging & CT, and later serving as GE’s Chief Diversity Officer; he holds a B.S. in Engineering and an honorary Doctorate from Milwaukee School of Engineering . He currently serves on the board of Dentsply Sirona (XRAY) and previously served on Catalent (CTLT) from 2021–2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | Chief Diversity Officer | 2020–2022 | Led inclusion & diversity strategy across ~179k employees |
| GE Molecular Imaging & CT | President & CEO | 2016–2020 | Launched deep-learning reconstruction, digital PET; transformed market position |
| GE Healthcare | Chief Engineer; COO, GE Healthcare Systems | 2013–2015 | Oversight of complex operational execution |
| GE Healthcare | VP & GM, Molecular Imaging | 2011–2012 | Product development leadership |
| GE | VP, Healthymagination Strategy | 2009–2011 | Portfolio strategy |
| GE Healthcare | VP of Technology | 2007–2008 | Technology leadership |
| GE Diagnostic Imaging | VP of Engineering | 2005–2006 | Engineering leadership |
| GE (various roles) | Engineering/Operations | 1982–2005 | Early career roles; progressive responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dentsply Sirona (XRAY) | Director | Since 2025 | Public company board service |
| Catalent (CTLT) | Director | 2021–2024 | Public company board service |
Board Governance
- Committee assignments: Audit & Finance Committee member; Innovation, Technology & Pipeline (ITP) Committee Chair .
- Independence: Barber is an independent director; all Audit & Finance members meet Nasdaq and SEC independence and qualify as “audit committee financial experts” .
- Attendance: Board met 9 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent directors meet regularly without management, led by the Lead Independent Director who sets agendas and leads the CEO evaluation .
- Board service limits: Policy caps other public board service (≤4 for non-CEOs) and audit committee memberships (≤3) unless the Board determines no impairment; directors must notify Governance Chair before accepting new seats .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit & Finance | Member | 6 | All members independent; AC financial experts |
| Innovation, Technology & Pipeline | Chair | 3 | Oversees pipeline/innovation governance; supports M&A early assessment |
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Director Cash Retainer | $70,000 | Standard non-employee director retainer (effective 2024) |
| Audit & Finance Committee Member Retainer | $12,500 | Committee member cash fee |
| Innovation, Technology & Pipeline Committee Chair Retainer | $20,000 | Committee chair cash fee (increased to $20k in 2024) |
| Total Fees Earned (2024) | $102,500 | Reported for Barber in 2024 |
| Special Working Meeting Fee (ITP) | $5,000 per full-day, on-site meeting | Additional cash per special ITP session |
- Director compensation policy reviewed annually with independent consultant Aon; 2024 increases approved to maintain competitiveness .
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Initial Deferred Stock Units (DSUs) | Jun 13, 2024 | 7,422 | $317,291 | Three equal annual installments | Initial award upon joining Board |
| Annual Restricted Stock | Jun 13, 2024 | 5,939 | $253,892 | Earlier of first anniversary or next annual meeting | Standard annual equity award |
| Total Stock Awards (2024) | — | — | $571,183 | — | Aggregate reported for 2024 |
- Annual director equity grants are time-based (restricted stock or DSUs), valued at $300,000 for continuing directors (increased from $275,000 effective 2024); initial director grants are $375,000 vesting over three years .
- Non-employee director annual total compensation is capped at $750,000 per year (or $1,500,000 in the year of joining), inclusive of cash and equity (subject to extraordinary exceptions) .
Other Directorships & Interlocks
| Company | Role | Years | Interlocks/Conflicts |
|---|---|---|---|
| Dentsply Sirona (XRAY) | Director | Since 2025 | No related-party transactions disclosed at EXAS in 2024; Audit & Finance oversees related-person approvals |
| Catalent (CTLT) | Director | 2021–2024 | As above; no transactions >$120,000 with directors in 2024 |
- Human Capital Committee interlocks: none; HCC members in 2024 were not EXAS employees, and no executive served on another entity’s compensation committee where an executive of that entity served on EXAS’s Board/HCC .
Expertise & Qualifications
- Product development and commercialization: Led launches of deep-learning CT, patient positioning tech, and the world’s first digital PET; strong pipeline governance experience .
- Executive leadership and operations: Held multiple senior leadership roles at GE overseeing complex manufacturing and operational execution .
- Talent management, governance, and sustainability: As GE Chief Diversity Officer, led inclusion/engagement strategy and human capital oversight .
- Global business perspective: Deep healthcare technology experience across imaging and diagnostics markets .
Equity Ownership
| Metric (as of stated date) | Amount | Notes |
|---|---|---|
| Beneficially Owned – Issued Shares (Apr 15, 2025) | 5,939 | Total beneficially owned; less than 1% of outstanding |
| Options Outstanding (Dec 31, 2024) | — | None reported for Barber |
| Unvested Restricted/RSUs/DSUs (Dec 31, 2024) | 13,361 | Unvested awards outstanding |
| Ownership Guidelines | 5× Annual Retainer (directors) | All non-employee directors compliant or on track as of Dec 31, 2024 |
| Hedging/Pledging Policy | Prohibited | No hedging, short sales, margin or pledging by directors |
- Section 16 compliance: Company reports timely compliance during 2024 for reporting persons; one Form 5 corrective filing by CEO Kevin Conroy unrelated to Barber .
Governance Assessment
- Strengths: Independence; AC membership with financial expert designation across committee; chairing ITP aligns with Barber’s deep product and technology expertise; robust anti-hedging/pledging and stock ownership guidelines; regular executive sessions and majority voting standard bolster oversight quality .
- Alignment: Cash/equity mix shows meaningful equity exposure via DSUs/RS; initial and annual awards vest over time, supporting long-term alignment; non-employee director compensation capped to prevent excess .
- Attendance/engagement: Board met nine times in 2024; all directors achieved ≥75% attendance across Board/committees—indicates adequate engagement baseline .
- Conflicts/related-party: No related-person transactions >$120,000 in 2024; formal policy requires Audit & Finance Committee review/approval of any related person transactions .
- Watch items: Multiple board service should remain within EXAS policy limits and monitored for time commitment; beneficial ownership is modest in absolute shares, though guidelines count certain unvested awards until 2027 and directors were compliant/on track as of year-end 2024 .
Overall, Barber’s committee roles (AC member; ITP chair), independence, and healthcare technology depth support board effectiveness, with no disclosed conflicts or red flags; equity-based director pay structure and ownership policies reinforce alignment with shareholders .