Richard Sandberg
PrecipioAbout Richard Sandberg
Richard Sandberg (age 82) is Precipio’s independent Chairman of the Board, appointed to the board in 2019 and elected Chairman in March 2021. He is a seasoned diagnostics entrepreneur and director, previously founding Dianon Systems (NASDAQ IPO 1991) and chairing Oxford Immunotec Global PLC (NASDAQ IPO 2012; sold to PerkinElmer in March 2021). He is currently Chairman and CEO of Resolys Bio, Inc. (private). Sandberg serves as an Audit Committee member and has been designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxford Immunotec Global PLC | Chairman (2008–2019); Director (2008–sale in Mar 2021) | 2008–2021 | Took company public in U.S. (2012); remained on board through sale to PerkinElmer in Mar 2021 |
| Dianon Systems, Inc. | Founder; at times Chairman, CEO, CFO | Founded 1984; roles through 1995 | Built leading anatomic pathology lab; company IPO in 1991 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Resolys Bio, Inc. (private) | Chairman & CEO | Since 2017 | Privately held pharmaceutical company focused on chronic traumatic brain injury |
Board Governance
- Independence and leadership: Board has an independent Chair; Sandberg serves as independent Chair. All directors except the CEO are independent. Executive sessions of non-management directors are held regularly; at least twice a year independent directors meet privately and the independent Chair presides.
- Committee assignments and expertise: Sandberg is a member of the Audit Committee and is designated an “audit committee financial expert.” Audit Committee (8 meetings in 2024), Compensation Committee (8), Nominating & Corporate Governance (5). Directors had 100% attendance in 2024 across board and committees.
- Board tenure and service: Sandberg has served on PRPO’s board since 2019; term current as a Class II director through the 2026 annual meeting.
- Skills matrix: Sandberg is cited for prior public board experience, leadership, governance, risk, financial, strategy/operations, among others.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $35,000 | Paid quarterly in arrears; directors may elect stock in lieu of cash |
| Additional retainer – Board Chair | $23,500 | For independent Chairman role |
| Committee retainers – Audit (member/chair) | $7,500 / $15,000 | Member and chair rates |
| Committee retainers – Compensation (member/chair) | $5,000 / $10,000 | Member and chair rates |
| Committee retainers – Nominating & Gov (member/chair) | $4,000 / $7,000 | Member and chair rates |
| 2024 fees earned – Sandberg | $70,500 | Includes $23,500 Chair premium; total director comp $75,030 incl. options |
| Stock received in lieu of cash (2024/2025 shares; value) – Sandberg | 5,274 (2024) / 2,704 (2025); $51,750 | Elected equity in lieu of a portion of fees |
Performance Compensation (Director)
| Award | Grant date | # Options | Exercise Price | Vesting | Grant-date FV |
|---|---|---|---|---|---|
| Non-qualified stock options (annual grant) – Sandberg | 6/21/2024 | 1,000 | $4.98 | 12 equal monthly installments over 1 year, service-based | $4,530 |
| Option repricing (board-wide) | Effective 8/31/2024 | Affected outstanding options with strike > $6.56 | New $6.56 | Original price still applies during a one-year retention period | One-time repricing approved 8/30/2024 |
- Performance metrics: Director equity vests time-based; no performance metrics disclosed for director awards.
- Clawbacks/hedging: Company has a compensation recovery (clawback) policy (Nasdaq-aligned) for executive incentive-based pay; insider trading policy prohibits short sales, options/derivatives, and hedging transactions by directors.
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Conflict Notes |
|---|---|---|---|
| Oxford Immunotec Global PLC | Public (historical) | Chairman/Director | No current interlock; company sold in 2021 |
| Resolys Bio, Inc. | Private | Chairman & CEO | No related-party transactions with PRPO disclosed since 1/1/2023 |
No other current public company directorships are disclosed for Sandberg.
Expertise & Qualifications
- Diagnostics industry builder/operator; founder of Dianon Systems (IPO) and chair of Oxford Immunotec (IPO; later sold).
- Financial oversight: designated as “audit committee financial expert” with accounting/financial management expertise.
- Board leadership and governance experience across multiple companies and stages.
Equity Ownership
| Holder | Shares Owned | Options/RSUs (exercisable within 60 days) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Richard Sandberg | 25,175 | 8,135 | 33,310 | 2.2% |
Additional context:
- Aggregate options outstanding for Sandberg as of 12/31/2024: 7,798 (does not equal the 8,135 exercisable-within-60-days figure due to different measurement dates).
- Pledging/hedging: Hedging/derivatives prohibited; pledging not specifically disclosed.
- Ownership guidelines: Compensation Committee may establish stock ownership guidelines; specific director guidelines not disclosed.
Governance Assessment
Strengths
- Independent Chair structure; Sandberg presides over executive sessions, enhancing oversight independence. 100% board and committee attendance in 2024 demonstrates strong engagement.
- Audit Committee membership with “financial expert” designation supports financial reporting quality and risk oversight.
- No related-party transactions since 1/1/2023; all committees fully independent.
Watch items / RED FLAGS
- One-time option repricing effective 8/31/2024 reduced exercise price of outstanding options to $6.56 (with a one-year retention period applying original exercise price). While permissible, option repricing is generally a shareholder-unfriendly practice and can signal misalignment if used frequently. Sandberg filed related Form 4 in connection with the repricing.
- Delinquent Section 16(a) reports section lists Form 4 filings for the repricing event (including Sandberg) on Sept 6, 2024; administrative, but noted.
Implications for investors
- Sandberg’s deep diagnostics track record, financial expertise, and independent chairmanship are positives for board effectiveness and oversight.
- The 2024 option repricing warrants monitoring of future equity actions and pay practices for alignment with shareholder interests.
- Ownership of ~2.2% and election to take a substantial portion of director fees in stock indicate alignment, though continued equity structure scrutiny is advisable.
Appendices
Committee Memberships (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Richard Sandberg | Member | — | — |
Board and Committee Activity (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 9 (4 meetings; 5 written consents); 100% director attendance |
| Audit Committee | 8 |
| Compensation Committee | 8 |
| Nominating & Corporate Governance Committee | 5 |