Randy Livingston
PACIFIC BIOSCIENCES OF CALIFORNIAAbout Randy Livingston
Randy (Randall) Livingston, age 71, has served on PacBio’s board since 2009. He is Vice President for Business Affairs and Chief Financial Officer of Stanford University (since March 2001), and serves as University Liaison for Stanford Medicine and director of Stanford Health Care and Lucile Packard Children’s Hospital; he holds a B.S. in Mechanical Engineering and an MBA from Stanford and brings executive finance and accounting expertise from public-company roles . He is an independent director under Nasdaq rules and qualifies as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various Silicon Valley tech & life sciences companies | Chief Financial Officer | Not disclosed (prior to 2001) | CFO leadership across multiple companies |
| Genomic Health, Inc. | Director | 2004–2016 | Board service (committee details not disclosed) |
| eHealth, Inc. | Director | 2008–2023 | Board service (committee details not disclosed) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Vice President for Business Affairs & CFO | 2001–present | Financial leadership; liaison to Stanford Medicine |
| Stanford Health Care | Director | Since 2017 | Healthcare governance |
| Lucile Packard Children’s Hospital at Stanford | Director | Since 2017 | Healthcare governance |
Board Governance
- Independence: The board determined Livingston is independent; he serves on committees meeting SEC/Nasdaq independence standards and qualifies as an audit committee financial expert .
- Committee assignments (2024–2025): Audit Committee (Chair through Feb 2025, then member), Corporate Governance & Nominating Committee (member) .
- Attendance: The board met nine times in 2024; each director attended at least 75% of board and applicable committee meetings. All then-serving directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (7 meetings), Compensation (9), Corporate Governance & Nominating (4), Science & Technology (4) .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair (stepped down Feb 2025), then member | 7 | Audit members are financially literate and qualify as financial experts |
| Corporate Governance & Nominating | Member | 4 | Oversees director independence, board composition, responsible business practices |
| Compensation | Not a member | 9 | — |
| Science & Technology | Not a member | 4 | — |
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $65,000 | Base director retainer $40,000; Audit Chair retainer $20,000; Corporate Governance & Nominating member retainer $5,000 |
| Meeting fees | $0 | No per-meeting fees under policy |
Director Compensation Policy (as amended April 2025):
- Annual cash retainer: $40,000; Committee chair/member retainers: Audit ($20,000/$10,000), Compensation ($14,000/$7,000), Corporate Governance & Nominating ($10,000/$5,000), Science & Technology ($10,000/$5,000); Board Chair: $40,000; no meeting fees .
Performance Compensation
| Equity Component (FY 2024) | Grant-date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|
| Stock awards (RSUs) | $37,655 | Initial RSUs: 1/3 each on 1-, 2-, 3-year anniversaries; Annual awards for directors are options, not RSUs | |
| Option awards | $37,656 | Initial options: 1/3 at 1 year, then monthly over 24 months; Annual director option grants vest monthly over 1 year or until next annual meeting |
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| TSR, revenue, EBITDA, ESG metrics for director awards | Not used; director equity awards are service-based (time-vested) |
Change-in-control and clawbacks:
- Non-employee director awards under the prior 2010 Director Plan fully vest on change-in-control; performance goals deemed achieved at 100% .
- Under the 2020 Plan, unassumed awards vest in full on change-in-control; assumed director awards accelerate if post-transaction board service is involuntarily terminated (other than voluntary resignation unless at acquirer request) .
- Awards subject to company clawback (Compensation Recovery Policy adopted Oct 2023) .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Notes |
|---|---|---|
| Stanford University ecosystem | University CFO; director of Stanford Health Care and Lucile Packard Children’s Hospital | PacBio recognized $346,000 revenue from Stanford in 2024 ($960,000 in 2023); A/R $52,000 at 12/31/2024 ($147,000 in 2023). Other directors (Shapiro, Valantine) hold Stanford roles; related-party transactions reviewed under company policy and overseen by Audit Committee |
| eHealth, Inc. | Director (2008–2023) | Former public-company directorship |
| Genomic Health, Inc. | Director (2004–2016) | Former public-company directorship |
Expertise & Qualifications
- Core credentials: University CFO; extensive public-company finance experience; audit committee financial expert qualification .
- Education: B.S. Mechanical Engineering; MBA, both Stanford University .
- Board-relevant skills: Financial reporting, internal controls, risk oversight, related-party scrutiny (Audit Committee purview) .
Equity Ownership
| Measure (as of April 10, 2025 unless noted) | Quantity | Notes |
|---|---|---|
| Total beneficial ownership | 303,174 shares | Less than 1% of outstanding |
| Right to acquire within 60 days | 303,174 shares | Options/RSUs vesting within 60 days |
| RSUs outstanding (12/31/2024) | 22,821 units | Director equity held |
| Options outstanding (12/31/2024) | 280,353 | Exercisable: 264,263 |
Shares outstanding at record date (Apr 10, 2025): 300,041,319 .
Governance Assessment
- Strengths:
- Independent director with long tenure and deep finance expertise; qualified audit committee financial expert .
- Strong engagement: board met nine times in 2024; Livingston met ≥75% threshold; annual meeting attendance by all directors .
- Pay structure aligns with shareholder interests (time-based equity; no performance metric gaming); reasonable cash fees consistent with chair/member roles .
- Robust related-party transaction policy with Audit Committee oversight; explicit governance on change-in-control and clawbacks .
- Potential red flags/monitoring items:
- Related-party exposure via Stanford ecosystem: modest revenue and receivables from Stanford entities while Livingston and two other directors have Stanford affiliations; mitigated by formal review policies and Audit oversight .
- Transition of Audit Committee chair from Livingston to Mohr in Feb 2025: neutral signal but warrants monitoring for continuity in audit oversight .
- Director compensation transparency:
- 2024 total: $140,311 (cash $65,000; RSUs $37,655; options $37,656); no meeting fees; annual option grants expected in 2025 under policy ($200,000 fair value, prorated where applicable) .
Overall, Livingston’s independence, audit expertise, and equity-aligned compensation support board effectiveness; related-party ties to Stanford are disclosed, quantitatively modest, and subject to policy oversight, reducing conflict risk .