Josh Ofman
About Josh Ofman
Josh Ofman, M.D., MSHS, is President of GRAIL (GRAL), age 61, and has served as President since June 2021; he previously served as Chief Medical Officer (Nov 2021–Jun 2022), Chief Medical Officer & Head of External Affairs (Jun 2020–Aug 2021), and Chief of Corporate Strategy & External Affairs (Jun 2019–Jan 2020) . His background includes >15 years at Amgen as SVP Global Value, Access & Policy, prior academic/clinical roles at UCLA/Cedars-Sinai, and SVP at Zynx Health; he holds a BA (UC Berkeley), MD (UC Irvine), and MSHS (UCLA) . Company operating highlights during his leadership include selling >137,000 Galleri tests in 2024 and a 45% YoY increase in U.S. Galleri revenue, alongside significant cost actions and regulatory progress toward a PMA filing by H1 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GRAIL | President | Jun 2021–present | Commercial scaling of Galleri; regulatory progress; cost restructuring to extend runway into 2028 |
| GRAIL | Chief Medical Officer | Nov 2021–Jun 2022 | Medical leadership during early commercialization and clinical evidence expansion |
| GRAIL | Chief Medical Officer & Head of External Affairs | Jun 2020–Aug 2021 | External advocacy, payer/reimbursement groundwork, medical leadership |
| GRAIL | Chief of Corporate Strategy & External Affairs | Jun 2019–Jan 2020 | Corporate strategy and external stakeholder engagement |
| Amgen | SVP, Global Value, Access & Policy | ~15 years (most recent role) | Global market access, pricing, and policy leadership for large-cap biopharma portfolio |
| UCLA/Cedars-Sinai | Faculty (Medicine & Health Services Research) | Prior to Amgen | Clinical/academic foundation informing evidence-generation and policy |
| Zynx Health | SVP | Prior to Amgen | Clinical decision-support leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cell BT, Inc. (private) | Director | Since Jul 2019 | Immunotherapy company; board service concurrent with GRAIL role |
Fixed Compensation
| Year | Base Salary ($) | 401(k) Match ($) | Perquisites/Other ($) | Notes |
|---|---|---|---|---|
| 2024 | 655,000 | 3,000 | 84,795 (incl. $50,692 housing allowance; $9,170 travel for sales event; $24,933 tax gross-up on perqs) | Base unchanged vs 2023; housing support to facilitate time at HQ; limited tax gross-ups on perqs, no 280G gross-ups |
| 2023 | 654,154 | 3,000 | 96,118 | Merit increase took effect during 2023, fully reflected in 2024 |
Performance Compensation
| Component | Metric(s) | Target | Actual/Payout | Weighting | Vesting/Timing | Notes |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (VCP) – 2024 | Corporate goals: Galleri and other revenue targets; PMA/reimbursement milestones; clinical study execution; product/platform improvements; cash conservation | 50% of base salary (i.e., $327,500 target) | $298,025 paid in 2025 (≈91% of target) | Not disclosed | Paid in cash in 2025 | Targets/weights not disclosed; focus on growth, regulatory, and cost efficiency |
| RSUs – Post-Spin Retention (Grant 10/3/2024) | Service-vesting | N/A | Grant-date fair value included in 2024 “Stock Awards” ($4,765,435 total for all 2024 equity) | N/A | Two tranches: 106,970 RSUs vest 18 months from 10/3/2024 (4/3/2026); 152,810 RSUs vest 12 months from 10/3/2024 (10/3/2025), subject to service | Granted to offset lower value of converted awards post spin-off and enhance retention |
| RSUs – 2024 Transition Retention Award (Converted) | Service-vesting | N/A | Included in 2024 “Stock Awards” | N/A | Vests in full 12 months from 4/30/2024 (i.e., 4/30/2025), subject to service | Converted to GRAL RSUs at spin-off with terms preserved |
| Converted RSUs – Legacy Cash-Based Awards (2019–2023) | Service-vesting (25% per year over 4 years) | N/A | Included in 2024 “Stock Awards” | N/A | Quarterly/annual vesting on/after each anniversary of vesting start dates: 3/6/2023; 3/4/2022; 8/18/2021 | Awards converted to GRAL RSUs at spin-off with formula tied to post-spin market cap |
| Stock Option (Perf-Triggered Grant) | Operational trigger achieved (≥250,000 MCED tests delivered for commercial use) | N/A | Option for 63,484 shares @ $14.00; 1,763 exercisable at 12/31/2024; balance unearned; 36-month monthly vesting from 11/1/2024 | N/A | Early-exercisable; CIC double-trigger acceleration features; expires 3/6/2030 | Specific CIC and termination protections apply |
Multi-Year Compensation Summary
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 655,000 | 4,765,435 | 298,025 | 87,795 | 5,806,255 |
| 2023 | 654,154 | 3,300,000 | 283,495 | 99,118 | 4,336,767 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 232,197 shares (includes 76,444 common shares; options for 63,484 shares exercisable or becoming exercisable within 60 days of 3/31/2025; 92,269 RSUs vesting within 60 days) |
| Ownership % of Outstanding | ≈0.66% (232,197 ÷ 35,296,858 shares outstanding at 3/31/2025) |
| Vested vs. Unvested (12/31/2024) | Options: 1,763 exercisable, 61,721 unearned (strike $14.00, exp. 3/6/2030); RSUs unvested include: 106,970 (vest 4/3/2026), 152,810 (vest 10/3/2025), 92,269 (vest 4/30/2025), plus legacy tranches 16,507; 2,657; 8,076 |
| Upcoming Vesting Catalysts | 4/30/2025: 92,269 RSUs; 10/3/2025: 152,810 RSUs; 4/3/2026: 106,970 RSUs; continuing monthly vesting on options from 11/1/2024 |
| Pledging/Hedging | Hedging prohibited by company Insider Trading Policy; no pledging disclosure identified |
| Ownership Guidelines | Not disclosed for executives in proxy |
Employment Terms
| Term | Summary |
|---|---|
| Offer Letter | Dated May 13, 2019; initial base $500,000; target bonus 50% of salary; 2,340,000 initial options (pre-Illumina acquisition) with 4-year vesting schedule; $750,000 sign-on bonus (12-month clawback); relocation support/housing allowance (continuing reimbursements, adjusted to $4,000/month from 2/1/2024 with tax gross-up) |
| Current Base/Target | 2024 base $655,000; target bonus 50% of salary |
| Severance (Non-CIC) | If terminated without cause or resigns for good reason: 9 months base salary plus up to 9 months COBRA reimbursements, subject to release |
| Severance (CIC – double-trigger) | If terminated without cause or resigns for good reason within 12 months after or 3 months before a CIC: 12 months base salary; 100% of target bonus; up to 12 months COBRA; full acceleration of unvested equity (performance awards at target), subject to release |
| Clawback | Dodd-Frank compliant clawback for incentive-based comp upon accounting restatement |
| Tax Gross-Ups | No 280G gross-ups; limited perquisite-related gross-ups (e.g., $24,933 in 2024) |
| Non-Compete/Non-Solicit | Not disclosed in proxy |
Vesting Schedules and Insider Selling Pressure
- Near-term supply from vesting: 92,269 RSUs vest on 4/30/2025; 152,810 RSUs vest on 10/3/2025; options vest monthly from 11/1/2024 (63,484 total granted, 1,763 exercisable at 12/31/2024); 106,970 RSUs vest 4/3/2026 . These events could create periodic liquidity windows and potential selling pressure around vest dates absent 10b5-1 plans .
- Insider policy prohibits hedging; no pledging disclosed (reduces alignment risk from collateralization) .
Compensation Structure Analysis
- Shift in equity design: Legacy cash-based equity appreciation awards were converted to RSUs at spin-off with a formula tied to post-spin market cap; the Compensation Committee supplemented with post-spin RSU retention grants (10/3/2024) to address lower-than-nominal converted values and strengthen retention through key milestones .
- Introduction of performance-triggered option: Option award tied to delivery of ≥250,000 commercial tests (trigger met as of 11/1/2024), with monthly vesting and CIC double-trigger acceleration—aligns equity with operational execution .
- Cash vs. equity mix: 2024 stock awards rose to $4.77M from $3.30M in 2023, while cash bonus modestly increased, indicating increased reliance on equity/retention in a post-spin transition year .
- Clawback and hedging: Formal clawback policy adopted; hedging prohibited—both favorable for shareholder alignment .
- Perquisite treatment: Limited perqs with tax gross-up on perqs (not 280G)—watch but not a material red flag .
Related Party Transactions (Executive-Specific)
- None disclosed specific to Dr. Ofman beyond standard compensation; broader company agreements with Illumina noted (royalties suspended up to 2.5 years post-spin; supply/commercialization; registration rights), but not executive-specific .
Say-on-Pay & Shareholder Feedback
- No 2025 say-on-pay proposal listed; meeting agenda limited to one director election and auditor ratification .
Expertise & Qualifications
- Education: BA (UC Berkeley), MD (UC Irvine), MSHS (UCLA) .
- Domain expertise: Market access/policy leadership at Amgen; clinical/academic foundation; strategic/external affairs at GRAIL .
- Board service: Director at Cell BT, Inc. (private) since 2019 .
Investment Implications
- Alignment: Significant upcoming RSU vesting dates (4/30/2025; 10/3/2025) and monthly option vesting from 11/1/2024 create identifiable liquidity windows; hedging is prohibited and no pledging is disclosed, lowering alignment risk from derivative hedges .
- Retention: Post-spin retention RSUs and a performance-triggered option (commercial test delivery threshold) signal strong incentives to remain through regulatory milestones (PMA filing H1 2026) and commercialization scaling—supporting continuity in execution .
- Pay-for-performance: 2024 cash bonus paid at ~91% of target against a metrics set spanning revenue, PMA/reimbursement, clinical execution, platform, and cash discipline—consistent with disclosed operating progress (test volume and U.S. revenue growth) .
- Watch items: Elevated equity grants in 2024 vs 2023 due to conversion/retention dynamics; limited perq tax gross-ups; and notable vesting clusters that could drive near-term supply, warranting monitoring of 10b5-1 filings and Form 4 activity around vest dates .