Mark Capone
About Mark Capone
Independent director of Mesa Laboratories (MLAB) since 2024; designated independent under Mesa’s Governance Guidelines. Former CEO/President of Myriad Genetics with 35+ years in life sciences across diagnostics and pharmaceuticals. Education: B.S. Chemical Engineering (Penn State), M.S. Chemical Engineering (MIT), M.S. Management (MIT Sloan). Independence affirmed; Board met four times in FY2025 with 100% director attendance. Year first elected: 2024. Education and prior roles per company bio and public company disclosures.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Myriad Genetics | President & CEO; earlier roles incl. President, Myriad Genetic Laboratories | 17-year tenure, CEO for ~5 years; led growth to leading precision medicine company | Strategic, commercial, M&A leadership; diagnostics launches |
| Eli Lilly & Company | Multiple roles across value chain (R&D, manufacturing, sales) | 17 years prior to Myriad | Broad operating and commercial experience |
| Precision Medicine Advisors | Founder/CEO (advisory) | Since 2020 | Strategy for diagnostics/biopharma clients |
External Roles
| Organization | Role | Committees | Status |
|---|---|---|---|
| Owlstone Medical Ltd | Non-Executive Director | Compensation Committee | Current |
| DermTech, Inc. | Non-Executive Director | Audit Committee; Financing Committee | Current |
| Abcam plc | Non-Executive Director | Remuneration Committee | Prior; helped guide through Danaher acquisition |
Board Governance
- Independence: Board determined Capone independent; all standing committees comprised entirely of independent directors.
- Committee assignments (FY2025 pre-AGM): Compensation Committee member; Audit Committee member (signatory to Audit Committee report).
- Committee leadership (post-2025 AGM on Aug 22, 2025): Appointed Chair of Compensation Committee; continued Audit Committee member; not on Nominating & Governance.
- Attendance: Board met 4 times in FY2025; all directors attended 100% of Board meetings; FY2024 disclosure notes 100% attendance at Board and committee meetings.
- Executive sessions: Independent directors hold executive sessions each regular meeting; Lead Independent Director presides.
Fixed Compensation (Director)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Board cash retainer (structure) | $60,000 (standard non-employee director retainer) | $60,000 (unchanged) |
| Committee chair retainers (structure) | $10,000 per committee chair; $45,000 Chair of Board; $10,000 Lead Independent Director | $10,000 per committee chair; $45,000 Chair of Board; $10,000 Lead Independent Director |
| Capone – Fees earned/paid in cash ($) | $15,000 (partial year; joined Jan 2024) | $60,000 |
| Capone – Total ($) | $90,028 | $240,105 |
Notes: Retainers are paid quarterly in cash unless voluntarily converted to RSUs; RSUs typically vest in full on first anniversary of grant. No director stock options outstanding/granted in FY2024–FY2025.
Performance Compensation (Director Equity)
| Grant | Grant date | Instrument | Shares/Units | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|---|
| Annual NED grant | 9/1/2023 | RSU | 1,074 (standard award; Capone joined later) | $150,134 (per standard NEDs) | One-year cliff |
| Capone initial NED grant | 2/15/2024 | RSU | 724 | $75,028 | Vests 9/1/2024 (aligned to cohort) |
| Annual NED grant (all NEDs) | 8/15/2024 | RSU | 1,404 (Capone) | $180,105 | One-year cliff |
Structure/mix: Director equity is time-based RSUs only; no performance metrics apply to director equity; dividends accrue but are paid only on vesting.
Other Directorships & Interlocks
- Current public company boards: DermTech (Audit; Financing); prior Abcam (Remuneration). No disclosed interlocks or related-party transactions; Compensation Committee interlocks section states no member (incl. Capone) was a Mesa officer or had Item 404 transactions.
- Potential conflicts: No related-party transactions disclosed involving Capone; Board reviews independence annually and found no compromising relationships.
Expertise & Qualifications
- Precision medicine and diagnostics operator: Former CEO/President of Myriad Genetics; prior 17 years at Eli Lilly across R&D, manufacturing, and sales.
- Education: B.S. Chemical Engineering (Penn State); M.S. Chemical Engineering (MIT); M.S. Management (MIT Sloan).
- Board qualifications in Mesa proxy: Capone brings precision medicine experience benefiting oversight of the Clinical Genomics division.
Equity Ownership
| Holder | Beneficially owned shares | % of class | As of |
|---|---|---|---|
| Mark Capone | 724 | <1% | June 3, 2025 |
- Ownership policy: Non-employee directors must own ≥3x annual Board retainer within 5 years of first election; unvested RSUs count; options and unearned PSUs do not count. All directors and officers comply or are on track. Anti-hedging and anti-pledging policy prohibits hedging, pledging, short sales, and margin transactions. Section 16(a) reports were timely for FY2025.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (Advisory) | 4,476,544 | 275,297 | 134,659 | 316,877 |
- Prior support: 94.6% approval at 2024 annual meeting; shareholder outreach with ~80% of outstanding shares contacted in FY2025; TSR weighting increased and 3-year PSU periods adopted.
Board Governance (Mesa context)
- Committees and charters reviewed annually; independent consultant engaged for compensation; executive sessions at each quarterly Board meeting; lead independent director role maintained.
- Audit Committee oversight includes cybersecurity, internal control, and auditor independence; Capone was a member in FY2025.
Governance Assessment
- Positives: Independent director with deep diagnostics CEO experience; elevated to Compensation Committee Chair in 2025—signal of Board confidence in pay governance; 100% Board attendance; no related-party ties; anti-hedging/pledging policy and ownership guidelines in place.
- Watch items: Low absolute ownership (724 shares as of June 3, 2025), though within 5-year window to meet 3x retainer guideline for a 2024 appointee; monitor accumulation trajectory.
- Alignment signals: Director equity paid in RSUs (one-year vest) promotes alignment without encouraging risk; no options or performance equity for directors.
Board Committee Details (Capone)
| Committee | FY2025 pre-AGM | Post-AGM appointments (Aug 22, 2025) |
|---|---|---|
| Compensation | Member | Chair; members Hall and Tripeny |
| Audit | Member (signatory to report) | Member (Chair Tripeny; member Alltoft) |
| Nominating & Governance | — | Not assigned (Chair Alltoft; members Hall, Ladiwala) |
Notes on Attendance and Engagement
- FY2025: 4 Board meetings; all directors attended 100%.
- FY2024: 100% attendance at Board and committee meetings during each director’s period of service (Capone joined January 2024).
RED FLAGS
- None disclosed related to Capone: no Item 404 related-party transactions; no hedging/pledging; no Section 16(a) delinquencies; Committee interlocks: none. Continue to monitor ownership accumulation vs. policy timeline.