Sarah Condella - Executive Vice President, Human Resources & Service | EXACT SCIENCES (EXAS) Executive Profile & Compensation

About Sarah Condella

Executive Vice President, Human Resources at Exact Sciences since January 2021; joined the company in 2012 after roles at GE Healthcare and the University of Wisconsin Survey Center. Age 42 as disclosed in the April 2023 proxy; education includes a bachelor’s degree and MBA from the University of Wisconsin–Madison . Compensation is heavily performance-linked via annual bonuses and PSUs tied to revenue growth and adjusted EBITDA, with an rTSR modifier; 2024 bonuses paid out at 47% of target and the 2022 PSU program paid at 60.7% of target. Company performance metrics anchoring incentives include 2024 revenue of $2.76B (+11% core growth) and a 48% YoY improvement in adjusted EBITDA .

Past Roles

Organization	Role	Years	Notes
Exact Sciences	Executive Vice President, Human Resources	Since Jan 2021	Promoted after progressive HR leadership roles since 2012
Exact Sciences	Senior VP / VP / Senior Director / Director, HR	Since 2012	Progressive HR leadership positions since joining in 2012
GE Healthcare	Human Resources Manager	Not disclosed	Prior employer before Exact Sciences
University of Wisconsin Survey Center	Manager and Project Director	Not disclosed	Prior employer before Exact Sciences

External Roles

Organization	Role	Years
Madison Children’s Museum	Board member	As of April 2023 proxy
Gilda’s Club	Board member	As of April 2021 proxy

Fixed Compensation

Base salary progression (actual paid per Summary Compensation Table):

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$474,523	$494,200	$509,000

Year-end base salary change:

Metric	2023 Year-End	2024 Year-End	Increase
Base Salary	$494,200	$509,000	3%

Target bonus percentage:

Metric	FY 2022	FY 2023	FY 2024
Target Bonus % of Salary	50% (as of end-2022)	—	70%

Performance Compensation

Annual bonus target vs actual (FY 2024):

Metric	Target	Actual	Payout %
Annual Cash Bonus	$356,300	$167,344	47% of target (corporate goal achievement)

Summary Compensation (cash and equity):

Component	FY 2022	FY 2023	FY 2024
Stock Awards ($)	$1,971,780	$2,104,867	$1,910,213
Non-Equity Incentive (Bonus) ($)	$249,124	$394,080	$167,344
All Other Compensation ($)	$19,116	$65,549	$58,998
Total ($)	$2,714,543	$3,058,696	$2,645,555

2024 plan-based equity awards:

Award	Grant Date	Threshold (#)	Target (#)	Maximum (#)	Grant Date Fair Value ($)
RSUs	2/26/2024	—	15,834	—	$910,613
PSUs	2/26/2024	990	15,834	35,627	$999,600

2024 PSU design and metrics:

Metric	Weighting	Target Definition	Modifier
Revenue Growth (FY 2026)	75%	Threshold 50% of target; Target 100%; Max 150%	rTSR ±50% based on relative TSR vs Russell 1000 Healthcare peers
Adjusted EBITDA (FY 2026)	25%	Company-defined adjusted EBITDA targets	rTSR ±50% modifier

Historical PSU payout (2022 program):

Program	Revenue Goal Achievement	Scientific/Business Goals	rTSR Percentile	Payout
2022 PSUs (3-year)	100% of target	0% of target	45th percentile (0.9x modifier)	60.7% of target

Vesting schedules (RSUs):

RSUs granted 2/26/2024 vest in four equal annual installments on Feb 28, 2025; Feb 27, 2026; Feb 26, 2027; Feb 29, 2028 .
RSUs granted 2/24/2023 vest in four equal installments on Feb 29, 2024; Feb 28, 2025; Feb 27, 2026; Feb 26, 2027 .
RSUs granted 2/25/2022 and 2/19/2021 vest in four equal annual installments on anniversaries of grant date .

Outstanding options (as of 12/31/2024):

Exercisable Options (#)	Exercise Price ($)	Expiration
3,900	5.03	02/28/2026
21,948	21.68	02/23/2027
11,700	44.37	02/27/2028
7,790	92.62	02/26/2029
6,581	98.18	02/14/2030

Equity Ownership & Alignment

Beneficial ownership (as of April 15, 2025; shares outstanding 188,594,669):

Holder	Issued Shares	Shares Issuable within 60 Days	Total Beneficially Owned	% of Outstanding
Sarah Condella	87,583	51,919	139,502	“*” per table (less than 1%)

Unvested RSUs and PSUs (market/payout value based on $56.19 close on 12/31/2024):

Award	Unvested/Unearned (#)	Market/Payout Value ($)
RSUs (2021 grant, unvested portion)	2,248	$126,315
RSUs (2022 grant, unvested portion)	7,909	$444,407
RSUs (2023 grant, unvested portion)	11,340	$637,195
RSUs (2024 grant, unvested portion)	15,834	$889,712
PSUs (2023 grant, unearned)	34,018	$1,911,471
PSUs (2024 grant, unearned)	35,627	$2,001,881

Ownership policies:

Executive stock ownership guidelines: 3x base salary for executive officers; Executive Vice Presidents required 2x until October 24, 2027. Unvested time-based RSUs count toward compliance until Oct 24, 2027; post that date, unvested awards no longer count. Non-compliant executives must retain 50% of shares issued from equity awards. As of Dec 31, 2024, all directors and executive officers were in compliance .
Anti-hedging, anti-short sale, and anti-pledging policies are in place; pledging is prohibited .

Insider transactions and selling pressure:

Mar 3, 2025: Form 4 indicates shares retained for tax withholding via net-settlement upon vesting (administrative, not open-market selling) .
Feb 26, 2024: Form 4 filed for transactions; see EDGAR entry .

Employment Terms

Term	Detail
Employment Agreement	Dated August 22, 2017
Target Bonus Opportunity (minimum)	40% of base salary per agreement; 70% target at end of 2024 per committee update
Restrictive Covenants	12-month non-compete and non-solicit of employees/customers post-termination
Equity Exercise Window Post-Termination	Vested equity awards remain open for exercise until the earlier of two years from termination or original expiration
Clawback	Company has a Dodd-Frank compliant and broader misconduct clawback policy; incentive comp based on financial reporting measures subject to recovery, including stock price and TSR, within the 3 prior fiscal years; broader recoupment for detrimental conduct by VP+

Severance and change-of-control economics (as of Dec 31, 2024):

Scenario	Base Salary ($)	Bonus ($)	Equity (Options/RSUs/PSUs) ($)	COBRA ($)	Outplacement ($)	Total ($)
Severance Eligible Termination (without cause/good reason)	509,000	—	1,632,888 (scheduled to vest within 12 months)	30,085	10,000	2,181,973
Severance Eligible Termination in connection with Change in Control	763,500	890,750	3,836,897 (full acceleration; PSUs vest at ≥ of actual/target)	30,085	10,000	5,531,232
Change of Control (no termination)	—	—	1,632,888 (scheduled to vest within 12 months)	—	—	1,632,888
Death or Disability	—	—	3,836,897	—	—	3,836,897

Retirement, death, and disability equity policy (value of unvested awards at $56.19 on 12/31/2024):

Scenario	Estimated Value ($)
Retirement	$2,663,991
Death/Disability	$2,960,566

Deferred compensation (FY 2024):

Metric	Contribution / Balance
Executive contributions in last FY	— (no contributions reported)
Aggregate balance at last FYE	—

Investment Implications

Alignment: Compensation is heavily “at risk,” with PSUs tied to revenue growth and adjusted EBITDA, plus an rTSR modifier; 2024 paid out at 47% of target and the 2022 PSUs at 60.7%—consistent with rigorous, performance-contingent pay .
Retention risk: Strong severance protections and double-trigger CIC severance (4 months before/12 months after CIC) with full equity acceleration upon CIC-related severance reduce retention risk; equity exercise windows of up to two years post-termination add flexibility .
Selling pressure: Recent Form 4s show net-share withholding for taxes on vesting rather than open-market sales, indicating administrative transactions rather than discretionary selling pressure .
Governance safeguards: Stock ownership guidelines (2–3x salary) with compliance as of 12/31/2024 and anti-hedging/pledging policies support shareholder alignment and limit risk from leverage or hedging .
Equity leverage: Significant unvested RSUs/PSUs and multi-strike option exposure create sensitivity to stock performance; CIC acceleration could increase dilution in a sale, but the rTSR modifier and clawback policy temper windfalls and misconduct risk .