Sarah Krevans
About Sarah Krevans
Independent director (Class II) of GRAIL since October 21, 2024; age 66. Former President & CEO of Sutter Health (2016–2022) with prior leadership roles at Sutter Health, Kaiser Permanente, and the State of Maine’s Bureau of Medical Services. Education: MBA and MPH (UC Berkeley); BA (Boston University). GRAIL’s Board determined she is independent under Nasdaq rules; her term runs to the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Health | President & CEO | 2016–2022 | Led integrated network of clinicians, hospitals, outpatient, research, and home health/hospice operations |
| Sutter Health Sacramento Sierra Region | COO and President | N/A | Regional leadership roles prior to CEO post |
| Kaiser Permanente | Executive roles | N/A | Executive experience in large integrated health system |
| State of Maine, Bureau of Medical Services | Deputy Director; Acting Director (Medicaid, health planning, licensure) | N/A | Public-sector health policy/administration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Acacium Group | Board Member | Since 2021 | Healthcare services (not identified as a U.S. public company in proxy) |
| CaringBridge | Chair; Director | Since 2022 | Non-profit board leadership |
| California Hospital Association | Chair (2022); Director | 2016–2022 | State hospital/healthcare trade association leadership |
Board Governance
- Classification and tenure: Class II director; term expires at the 2026 annual meeting; Board is staggered in three classes (I/II/III). Directors may be removed only for cause by two-thirds vote; board classification “may delay or prevent a change of control.”
- Independence: Board determined Krevans is independent under Nasdaq rules; no family relationships among directors/executives.
- Committee assignments (2024): Member of Audit; Compensation; Nominating & Corporate Governance.
- Committee chairs (for context): Audit Chair—William (Bill) Chase; Compensation Chair—Steven Mizell; Nominating & Corporate Governance Chair—Gregory (Greg) Summe.
- Attendance: Board met 5 times in 2024; “each director attended all meetings of the Board and all meetings of the committees on which the director served” during their service period.
- Committee activity (2024): Audit (2 meetings); Compensation (4 meetings); Nominating & Corporate Governance (1 meeting).
- Compensation Committee interlocks: None—no member (including Krevans) has been an officer/employee; no executive officer serves on another entity’s board/compensation committee with reciprocal service.
Committees and Activity (2024)
| Committee | Krevans Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Bill Chase | 2 |
| Compensation | Member | Steven Mizell | 4 |
| Nominating & Corporate Governance | Member | Greg Summe | 1 |
Board Attendance (2024)
| Item | Count/Status |
|---|---|
| Board meetings held | 5 |
| Krevans attendance | 100% (each director attended all Board/committee meetings during their service period) |
Fixed Compensation
Non-Employee Director Compensation Program (structure)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $50,000 |
| Committee Chair retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 |
| Committee member retainers (non-chair) | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 |
| Additional retainers | Non-Executive Board Chair $50,000; Lead Independent Director $35,000 (no LID in 2024 because the Chair was independent) |
| Payment cadence | Quarterly in arrears; pro-rated for partial quarters |
| Deferred compensation | Directors may defer cash and/or RSUs under the Director Deferred Compensation Plan (effective July 15, 2024) |
Actual 2024 Director Compensation – Sarah Krevans
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 14,103 |
| Stock awards (RSUs; grant-date fair value) | 449,987 |
| Option awards | — |
| Non-equity incentive compensation | — |
| Change in pension value/Nonqualified DC earnings | — |
| All other compensation | — |
| Total | 464,090 |
Performance Compensation
| Element | Terms/Details |
|---|---|
| Initial RSU award upon appointment/election | Approx. $450,000 value at grant; vests one-third on each of the first three anniversaries of the director’s election/appointment date (for Krevans, election date Oct 21, 2024) |
| Annual RSU award | Approx. $250,000 on annual meeting date; vests fully on earlier of one year or next annual meeting |
| Change-in-control treatment | Director equity vests in full immediately prior to a change in control to the extent the director will not continue as a board member of the Company or its ultimate parent post-transaction |
| Options | Company states it does not currently grant stock options/SARs; director 2024 option awards are “—” |
No performance-based metrics apply to non-employee director compensation; RSUs are time-based.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None disclosed for Krevans in the proxy biography |
| Other boards/roles | The Acacium Group (Board Member, since 2021); CaringBridge (Chair/Director, since 2022) |
| Compensation Committee interlocks | None reported for any member (including Krevans) |
Expertise & Qualifications
- Deep U.S. healthcare delivery leadership (former Sutter Health CEO; extensive integrated system experience).
- Public-sector health policy/administration background (Medicaid, health planning/licensure).
- Advanced degrees in business and public health (MBA, MPH—UC Berkeley); BA—Boston University.
Equity Ownership
| Measure | Status/Amount |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | None reported (“Sarah Krevans, -,-”) |
| Unvested RSUs (as of Dec 31, 2024) | 31,055 |
| Hedging policy | Prohibits hedging transactions by directors (e.g., forwards, swaps, collars, exchange funds) |
| Deferred stock units election (2024) | Table footnotes show DSU elections for other directors; no DSU election footnote for Krevans |
Governance Assessment
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Strengths
- Independent director with domain expertise in healthcare operations and public-sector health programs.
- Broad committee engagement (Audit, Compensation, Nominating & Governance) and full 2024 attendance; active governance participation.
- No compensation committee interlocks; standard independent committee composition.
- Hedging prohibited, aligning with shareholder-friendly risk controls.
-
Watch items / RED FLAGS
- Section 16(a) compliance: one Form 4 for Sarah Krevans was inadvertently filed late (administrative compliance lapse).
- Beneficial ownership: no reportable beneficial ownership as of March 31, 2025 (alignment reliant on time-based RSUs until vesting).
- Classified board and removal “for cause” with supermajority threshold could entrench incumbents and dampen shareholder influence in contested situations.
- Director equity features accelerated vesting upon change in control if not continuing on the board (common, but can weaken post-transaction retention alignment).
-
Additional context
- 2024 meetings: Board (5), Audit (2), Compensation (4), Nominating & Governance (1).
- No lead independent director in 2024 because the Chair was independent.