Linda Marsh

About Linda Marsh

Linda Marsh (age 75) is an independent director of Fulgent Genetics (FLGT), appointed to the Board in August 2019; she currently serves as Chair of the Compensation Committee and is a member of the Audit and Nominating & Governance Committees . Marsh is Senior Executive Vice President at AHMC Healthcare and at Health Source MSO, bringing healthcare finance, operations, and government relations expertise to FLGT’s board; she holds a B.S. in Economics and an M.Acc. from USC and completed a Healthcare Executive Program at the University of Colorado .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Marsh is independent under Nasdaq rules .
• Committee roles (2024): Compensation (Chair); Audit (Member); Nominating & Governance (Member). Committee compositions were all independent directors .
• Meetings and attendance (2024): Board held 5 regular meetings; committees met 17 times (Audit 4; Compensation 4; Nominating 4). No director attended fewer than 75% of total Board and committee meetings; all directors attended the 2024 annual meeting .
• Board leadership and risk oversight: FLGT combines the CEO and Chair roles and does not have a lead independent director; independent committees meet regularly without management and oversee financial reporting, compensation risk, and board composition/independence .

Fixed Compensation

• Director fee structure (non-employee directors): $70,000 annual Board retainer; committee chair retainers: Audit $15,000, Compensation $10,000, Nominating $6,000; committee member retainers: Audit $7,500, Compensation $5,000, Nominating $3,000. Pro-rated for partial years .
• 2024 cash received by Marsh: $90,500 (consistent with Board retainer $70,000 + Compensation Chair $10,000 + Audit member $7,500 + Nominating member $3,000) .

Performance Compensation

• Annual equity for continuing non-employee directors: election of either options or RSUs totaling grant-date fair value of $180,000 at each annual meeting; initial appointment awards valued at $400,000. Vesting: 25% at 12 months, then 1/16 quarterly thereafter, subject to continued service .
• Marsh’s 2024 equity: $180,000 in RSUs (8,000 shares granted 5/16/2024) .
• Outstanding equity awards (as of 12/31/2024): legacy options (2019, 2020) and RSUs (2021–2024) detailed below .

Change-in-control provisions: Under the 2016 Omnibus Incentive Plan, options/SARs vest and become exercisable and other awards lapse restrictions/assume target performance upon a change in control, subject to administrator discretion on assumption/cash-out—effectively a single-trigger acceleration by default for equity awards (including directors) .

Performance metrics: None disclosed/applicable for director equity (time-based vesting per program) .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare finance and operations executive with oversight of multi-hospital systems; deep exposure to payer relations and reimbursement .
• Governance and risk management experience across hospital boards and industry associations .
• Education: B.S. in Economics; M.Acc., University of Southern California; Healthcare Executive Program, University of Colorado .

Equity Ownership

• Notes: The beneficial ownership tables include RSUs vesting within 60 days in the share counts. No footnote indicates any pledging by Marsh; pledging disclosures in 2024–2025 tables pertain to other insiders (CEO and CSO) .

Related-Party Exposure (Potential Conflicts)

• FLGT provides genetic and other testing services, at arm’s-length, to AHMC Healthcare where Marsh serves as Senior EVP; FLGT recognized revenue of $125,000 (2023), $1.5 million (2022), and $3.4 million (2021) from AHMC; receivables were $13,000 (12/31/2023) and $93,000 (12/31/2022) .
• Oversight: FLGT’s Related Party Transaction Policy requires Audit Committee pre-approval for related-party transactions ≥$120,000; the Audit Committee oversees related-party/conflict transactions .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2025 Annual Meeting results: Say‑on‑Pay: For 16,269,463; Against 3,814,788; Abstain 60,433; Broker non‑votes 5,175,244 .
• Director elections (2025): Marsh received 13,816,654 For; 6,328,030 Withheld; 5,175,244 broker non‑votes .

Governance Assessment

• Strengths:
  • Independent director with relevant healthcare finance and reimbursement experience; serves as Compensation Committee Chair, indicating trusted leadership in pay governance .
  • Committees are fully independent; use of an independent compensation advisor (USI) reporting to the Committee Chair enhances process integrity; no compensation committee interlocks disclosed .
  • Attendance and engagement appear strong (≥75% attendance; all directors at 2024 annual meeting) .
• Watch items / Red flags:
  • Related‑party exposure via services to AHMC (where Marsh is a senior executive); while stated to be arm’s‑length and under Audit Committee oversight, the recurring nature warrants continued monitoring—especially for pricing/terms and volume changes .
  • Company‑level policy permits hedging/pledging with compliance approval; while Marsh is not identified as pledging, permissive policy and significant pledging by other insiders elevate governance risk perceptions; continued disclosure and oversight are prudent .
  • No lead independent director and combined CEO/Chair structure concentrate power; committees’ independent oversight partially mitigates this but remains a governance risk factor .

Overall, Marsh brings sector and financial acumen aligned with FLGT’s needs and has meaningful skin‑in‑the‑game via equity awards, but the AHMC customer relationship and FLGT’s permissive hedging/pledging policy are the key areas investors should monitor for potential conflicts and alignment drift .