Robert Ragusa
About Robert Ragusa
Robert Ragusa, 65, is Chief Executive Officer of GRAIL, Inc. and has served as a member of the Board since June 2024; he holds a B.S. in electrical engineering and an M.B.A. from the University of Connecticut and an M.S. in biomedical and electrical engineering from Carnegie Mellon University . He joined GRAIL as CEO in October 2021 after senior operating roles at Illumina, Accuray, and Applied Biosystems, with deep credentials in global operations, engineering, and manufacturing for life sciences tools and oncology equipment . Company-wide performance metrics used for annual incentive determination in 2024 included revenue, PMA/reimbursement milestones, clinical study execution, product/platform improvements, and cash conservation; Ragusa’s 2024 bonus paid was $714,350 against a target of 100% of salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Illumina | Chief Operations Officer | Dec 2013 – Oct 2021 | Led operations serving clinical and research customers at scale . |
| Accuray Incorporated | EVP, Engineering & Global Operations | Apr 2010 – Dec 2013 | Oversaw development, manufacturing, and distribution of precision radiation oncology solutions . |
| Applied Biosystems | SVP, Global Operations | 1997 – 2005 | Managed global operations for life sciences instrumentation and consumables . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Twist Bioscience Corporation | Director | Dec 2016 – Present | Public synthetic biology company; governance and industry insight . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 779,615 | 785,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual Bonus Paid ($) | 678,946 (paid under VCP) | 714,350 (paid under VCP) |
| Other Compensation ($) | 19,660 | 40,351 |
Notes:
- 2024 perquisites for Ragusa included 401(k) match ($3,000), company-paid membership dues tied to a marketing event ($8,400), travel expenses for a sales incentive event ($9,098), and tax gross-ups ($19,853) .
- Base salaries for NEOs were unchanged versus 2023; Ragusa’s annual base was $785,000 in 2024 .
Performance Compensation
| Component | Year | Grant Value ($) | Structure / Metrics | Outcome / Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (VCP) | 2024 | Target: 100% of salary | Corporate goals: revenue, PMA/reimbursement milestones, clinical study execution, product/platform improvements, cash conservation | Paid $714,350 (~91% of target, derived from $785,000 target) |
| Stock Awards (RSUs and Converted Cash-Based Equity Awards) | 2024 | 6,069,206 (grant-date fair value) | RSUs; Cash-Based Equity Awards converted in Spin-Off; valued per ASC 718 using closing price at grant | Time-based RSU vesting per award terms; performance awards vesting at target if accelerated under severance/CIC |
| Stock Awards | 2023 | 8,400,000 (grant-date fair value) | Equity awards valued under ASC 718 | Per award terms |
Sign-on and long-term inducements:
- Cash-Based Equity Award at hire: $15,800,000 nominal value, vesting 25% per year on each of the first four anniversaries of grant (Oct 14, 2021); subject to adjustments based on equity value .
- Signing bonus: $4,000,000; 50% subject to clawback upon voluntary resignation or termination for cause within 12 months of employment start .
Clawbacks and equity practices:
- Company maintains a Dodd-Frank compliant clawback policy to recover excess incentive-based compensation in the event of an accounting restatement .
- Company does not currently grant “option-like” awards; generally does not time equity grants around MNPI .
Equity Ownership & Alignment
| Item | As of March 31, 2025 |
|---|---|
| Shares Outstanding | 35,296,858 |
| Ragusa Beneficial Ownership (Total Shares) | 299,889 |
| Ownership % of Shares Outstanding | <1% per proxy; ≈0.85% calculated from 299,889 / 35,296,858 |
| Directly Held Shares | 127,654 |
| RSUs Vesting Within 60 Days | 172,235 |
| Hedging Policy | Company prohibits hedging transactions in company securities |
Note:
- Near-term RSU vesting (172,235 within 60 days of March 31, 2025) represents potential short-term supply and trading overhang if sales occur post-vesting, subject to policy/compliance .
Employment Terms
| Term | Details |
|---|---|
| Employment Basis | At-will; terminable by either party with or without cause . |
| Base Salary at Offer | $725,000; increased to $785,000 in 2024 . |
| Target Bonus | Eligible for VCP; 100% of base salary . |
| Benefits | Standard company benefits . |
| Severance (Non-CIC) | Lump-sum equal to 12 months base salary + 100% of target bonus; COBRA up to 12 months; 12 months equity acceleration; performance awards vest at target . |
| Change-in-Control (CIC) | If not assumed: full acceleration prior to close . If terminated without cause or resigns for good reason within 3 months before or 24 months after CIC: 24 months base; 200% target bonus; COBRA up to 24 months; full acceleration; performance vesting at target . |
Board Governance and Director Service
- Ragusa is a Class III Director; term to expire at the 2027 annual meeting; the Board has a non-employee independent Chair (Gregory Summe), and committees comprise independent directors, reinforcing independence from management .
- Committee memberships (2024): Audit—Chair Bill Chase; Compensation—Chair Steven Mizell; Nominating & Corporate Governance—Chair Greg Summe; all members independent .
- Board meetings: five in FY 2024; each director attended all Board and committee meetings during their period of service .
- Lead Independent Director: not appointed in 2024 given independent Chair; policy permits appointment if Chair is not independent .
- Director compensation program applies to non-employee directors; employee directors (including Ragusa) receive no additional director compensation .
Director Compensation (Board Context)
| Cash Retainers | Amount |
|---|---|
| Annual Board Retainer | $50,000 |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 |
| Non-Chair Committee Retainers | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 |
| Additional Retainers | Non-Executive Chair $50,000; Lead Independent Director $35,000 (none in 2024) |
| Equity for Directors | Structure |
|---|---|
| Initial RSU Award | ~$450,000; vests one-third annually over three years |
| Annual RSU Award | ~$250,000; vests on earlier of 1-year anniversary or next annual meeting |
| CIC Treatment | Full vest if director does not continue as post-CIC board member |
Say-on-Pay & Shareholder Votes
- 2025 Annual Meeting voting disclosed election of a Class I director and auditor ratification; say-on-pay proposal was not listed in the reported items for this meeting .
Performance & Track Record (Company Disclosures)
- 2024 executive bonus determinations tied to: Galleri and other revenue targets, PMA/reimbursement milestones, clinical study execution, product/platform improvements, and cash conservation .
Compensation Structure Analysis
- Mix shift: 2024 stock awards ($6.07M) were lower than 2023 ($8.40M), with stable base salary and higher cash bonus year over year ($714k vs $679k) .
- Equity form: Company indicates it does not currently grant option-like awards, favoring RSUs and cash-based equity constructs; this can reduce outcome volatility versus options .
- Clawbacks: Dodd-Frank compliant policy enhances pay-for-performance integrity post-restatement .
- Tax gross-ups: Company paid ~$19,853 to offset taxes on Ragusa’s dues/travel benefits in 2024—a shareholder-unfriendly feature to monitor .
Risk Indicators & Red Flags
- Hedging prohibited under Insider Trading Policy; aligns with shareholder interests by limiting de-risking of equity exposure .
- Perquisite tax gross-ups reported in 2024 .
- Short-term equity supply risk: 172,235 RSUs scheduled to vest within 60 days of March 31, 2025 .
Expertise & Qualifications
- Education: B.S. and M.B.A. (University of Connecticut); M.S. (Carnegie Mellon) .
- Domain expertise: Operations leadership in genomics and oncology device manufacturing; governance experience at Twist Bioscience .
Equity Ownership & Alignment Details
| Category | Shares / Units | Notes |
|---|---|---|
| Direct Shares Held | 127,654 | As of March 31, 2025 . |
| RSUs Vesting ≤60 Days | 172,235 | Short-dated vesting window from Mar 31, 2025 . |
| Total Beneficial Ownership | 299,889 | Less than 1% of shares outstanding . |
| Shares Outstanding | 35,296,858 | Denominator for ownership % . |
Employment Contracts, Severance, and CIC Economics
| Scenario | Cash | Bonus | Health | Equity |
|---|---|---|---|---|
| Termination without cause / Resignation for good reason (Non-CIC) | 12 months base salary | 100% of target bonus | COBRA up to 12 months | 12 months of acceleration; performance awards vest at target |
| Not assumed in CIC | — | — | — | Full acceleration prior to close |
| CIC termination (−3 months to +24 months) | 24 months base salary | 200% of target bonus | COBRA up to 24 months | Full acceleration; performance awards vest at target |
| Signing bonus clawback | — | $4,000,000; 50% clawback on voluntary resignation/for-cause termination within 12 months | ||
| Cash-Based Equity Award | $15,800,000 | — | — | 25% annually over 4 years from Oct 14, 2021 |
Board Service History and Dual-Role Implications
- Ragusa serves concurrently as CEO and Class III Director; Board mitigates concentration of authority via an independent non-employee Chair and fully independent committee leadership, reducing CEO-Chair dual-role concerns and supporting independent oversight .
- Attendance: All directors attended all meetings in FY 2024, indicating strong engagement .
- Employee directors receive no incremental director compensation, avoiding overpayment risks linked to dual roles .
Investment Implications
- Alignment and retention: Significant unvested RSUs and historical cash-based equity award, plus robust CIC protections (24 months base, 200% target bonus, full acceleration) suggest strong retention incentives but elevate potential sale supply around vesting windows; track Form 4s around RSU settlements for near-term trading signals .
- Pay-for-performance: Annual bonus tied to operational revenue, regulatory, clinical, product, and cash goals; 2024 payout (~91% of target by calculation) indicates goals were largely met, supporting execution credibility .
- Governance quality: Independent Chair and committees, full meeting attendance, and prohibition on hedging align with shareholder protection; note the presence of tax gross-ups in perquisites as a governance blemish to monitor in future proxy cycles .
- Ownership: Beneficial stake is <1% (≈0.85% calculated), with a material tranche of RSUs vesting near-term; monitor for pledge disclosures in future filings and insider sale cadence post-vesting for incremental pressure on float .