Paul Clancy
EXACT SCIENCESAbout Paul Clancy
Paul Clancy, age 63, has served as an independent director of Exact Sciences since 2021. He is the former EVP & CFO of Alexion Pharmaceuticals and Biogen, with 30+ years of experience in financial management, capital allocation, M&A, and investor relations; he is recognized among the top biotech CFOs (Institutional Investor, 2011–2020). Clancy chairs the Audit & Finance Committee and sits on the Corporate Governance & Nominating Committee; education includes a B.S. in Finance (Babson College) and an M.B.A. (Columbia University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals (Nasdaq: ALXN) | EVP & CFO | 2017–2019 | Led finance; senior adviser (2019–2020); risk management and capital allocation experience |
| Biogen (Nasdaq: BIIB) | EVP, Finance & CFO; SVP, Finance; VP roles | 2007–2017; 2006–2007; 2001–2006 | Oversaw rapid growth and top-decile S&P 500 shareholder value creation; M&A and portfolio management |
| PepsiCo (Nasdaq: PEP) | VP & GM (Great West BU); various leadership roles | 1997–2000; 1987–1996 | General management and financial leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Incyte Corporation (Nasdaq: INCY) | Director | Since 2015 | Also included in EXAS 2024 compensation peer group (interlock consideration) |
| Xilio Therapeutics (Nasdaq: XLO) | Director | Since 2020 | Independent director role |
| Sionna Therapeutics (Nasdaq: SION) | Director | Since 2022 | Independent director role |
| Agios Pharmaceuticals (Nasdaq: AGIO) | Former Director | 2013–2023 | Prior public company directorship |
Board Governance
- Independence: Board determined Clancy is independent under Nasdaq standards; all members of Audit & Finance, Human Capital, and Corporate Governance & Nominating committees are independent .
- Committee assignments: Audit & Finance (Chair); Corporate Governance & Nominating (Member). Audit & Finance met 6 times in 2024; CG&N met 3 times in 2024 .
- Financial expertise: All Audit & Finance members qualify as “audit committee financial experts”; Clancy authored the Audit Committee report as Chair .
- Board activity/attendance: Board met nine times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Regular executive sessions of independent directors led by the Lead Independent Director (James Doyle) .
- Anti-hedging/pledging: Company policy prohibits short sales, options, hedging, monetization, margin accounts, or pledging by insiders .
- Board service limits: No director should serve on more than four public company boards (including EXAS); no Audit Committee member should sit on more than three audit committees absent Board determination otherwise .
Fixed Compensation
| Component | Amount | Period/Context |
|---|---|---|
| Fees earned or paid in cash | $102,500 | Non-Employee Director compensation for 2024 |
| Stock awards (grant-date fair value) | $253,892 | Annual restricted stock grant in 2024 |
| Total | $356,392 | 2024 compensation |
Director Compensation Policy (reference schedule):
- Annual cash retainer: Director $70,000; Lead Independent Director $110,000 .
- Committee chair retainers: Audit & Finance $25,000; Human Capital $20,000; Corporate Governance & Nominating $15,000; Innovation, Technology & Pipeline $20,000 .
- Committee member retainers (non-chair): Audit & Finance $12,500; Human Capital $10,000; Corporate Governance & Nominating $7,500; Innovation, Technology & Pipeline $10,000 .
- Annual equity (restricted stock or DSUs): $300,000 value (increased from $275,000, effective fiscal 2024); vests at next annual meeting or first anniversary; pro-rata and initial grants described in policy .
Performance Compensation
| Element | Metrics | Terms |
|---|---|---|
| Director equity awards | None disclosed (time-based, not performance-based) | Annual restricted stock or DSUs vest on earlier of next annual meeting or first anniversary; change-in-control/death/disability provisions per policy |
The Company’s clawback policy discussed in the proxy applies to incentive compensation programs and exceeds Dodd-Frank requirements (primarily focused on executives); no director-specific performance metrics are tied to director compensation .
Other Directorships & Interlocks
| External Board | Overlap/Interlock Considerations | Notes |
|---|---|---|
| Incyte (INCY) | In EXAS 2024 compensation peer group | Potential benchmarking interlock; no related-party transactions disclosed |
| Xilio (XLO) | None disclosed | Independent role |
| Sionna (SION) | None disclosed | Independent role |
Expertise & Qualifications
- Finance, Corporate Strategy & M&A; Risk Management: 30+ years across Alexion and Biogen; top-ranked biotech CFO recognition (2011–2020) .
- Diagnostics/Biotech exposure: Senior leadership at major biopharma companies; alignment of financial management with strategic planning .
- Education: B.S. Finance (Babson); M.B.A. (Columbia) .
Equity Ownership
| Holder | Issued Shares | Shares Issuable within 60 days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Paul Clancy | 20,640 | — | 20,640 | * (less than 1%) |
| Unvested director equity at 12/31/2024 | — | — | 5,939 RSUs/DSUs (unvested) | — |
- Ownership guidelines: Directors must hold stock equal to 5× the annual retainer; all non-employee directors were compliant or on track as of 12/31/2024 .
- Hedging/pledging: Prohibited for insiders under Company policy .
- Options: None reported for Clancy; unexercised options not listed for him .
Governance Assessment
- Strengths: Independent status; Audit & Finance Chair with audit committee financial expert qualifications; robust anti-hedging/anti-pledging and stock ownership guidelines; regular independent executive sessions; no related-party transactions >$120,000 in 2024; attendance at least 75% across directors .
- Alignment: Director pay is largely equity-based (2024: ~$254k in stock awards vs. ~$103k cash), supporting shareholder alignment; ownership guidelines reinforce “skin in the game” .
- Watch items:
- External board load: Clancy holds three other public boards (plus EXAS), within EXAS’s limit (≤4 including EXAS), but monitoring time commitments is prudent given his Audit Chair responsibilities .
- Interlock risk: Incyte appears in EXAS’s compensation peer group, which can create perceived benchmarking interlocks; mitigate via independent consultant (Aon) and committee independence disclosures .
- Signals for investors: Strong financial oversight and risk management through Audit & Finance; clear governance policies and independence; no disclosed conflicts or related-party exposure; equity-heavy director pay and ownership requirements bolster alignment .