Ron A. Andrews
PrecipioAbout Ron A. Andrews
Ron A. Andrews, age 65, is an independent Class III director of Precipio (PRPO) and has served on the board since 2021; he is a member of the Compensation Committee. He holds Biology and Chemistry degrees from Wofford College (1981) and brings 35+ years of diagnostics leadership across Abbott Diagnostics, Roche Molecular Diagnostics, Life Technologies/Thermo Fisher, and public-company CEO roles at Clarient (NASDAQ: CLRT) and Oncocyte (NASDAQ: OCX), having led >$600M in capital formation and >$15B in exits over his career .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarient, Inc. (NASDAQ: CLRT) | Chief Executive Officer | Not disclosed | Led public company in diagnostics; part of cumulative >$15B of exits referenced in bio |
| Oncocyte, Inc. (NASDAQ: OCX) | Chief Executive Officer | Not disclosed | Public-company CEO experience; portfolio capital raises part of >$600M noted in bio |
| Abbott Diagnostics | Senior roles/division leadership | Not disclosed | Large-cap diagnostics operating expertise |
| Roche Molecular Diagnostics | Senior roles/division leadership | Not disclosed | Global molecular diagnostics operating expertise |
| Life Technologies/Thermo Fisher | Senior roles/division leadership | Not disclosed | Molecular technology commercialization and scaling |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wofford College | Board of Trustees | Current | Higher education governance; strategic oversight |
| CancerLinQ LLC (subsidiary of ASCO) | Board of Governors | Prior | Oversight of oncology data/analytics initiative |
| Several privately held Molecular Diagnostic companies | Board roles | Current | Guidance on product development and fundraising cycles |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Andrews serves as an independent director. Committees (Audit, Compensation, Nominating & Governance) are 100% independent .
- Committee assignments (2024–2025): Andrews serves on the Compensation Committee (member); committee chairs: Compensation—David S. Cohen; Audit—Kathleen D. LaPorte; Nominating & Governance—Jeffrey Cossman .
- Attendance: In 2024, the board held 9 meetings (4 in-person/telephonic; 5 by written consent). All directors attended 100% of board and their committee meetings .
- Executive sessions: Non-management directors hold regular executive sessions; independent directors meet privately at least twice annually .
- Skills/fit: The board’s skills matrix indicates Andrews contributes in leadership, governance, risk, finance, strategy/operations, people/culture, and innovation/technology .
Committee Memberships (2024)
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| Ron A. Andrews | — | Member | — |
Fixed Compensation
- Director fee structure (independent directors): Base retainer $35,000; additional retainers—Audit member $7,500, Compensation member $5,000, Nominating & Governance member $4,000; committee chairs—Audit $15,000, Compensation $10,000, Nominating & Governance $7,000; Chair of the Board +$23,500 .
- 2024 Director compensation (Andrews): Fees earned $40,000; option awards grant-date fair value $4,530; total $44,530. He elected to receive a portion of fees in stock (shares issued in 2024: 5,151; shares issued in 2025 for 2024 fees: 1,639; aggregate value $40,000) .
| Item | Amount/Detail |
|---|---|
| Annual cash retainer (structure) | Base $35,000; Compensation Committee member +$5,000; other committee/member/chair amounts as above |
| Ron A. Andrews – 2024 fees (cash/stock) | $40,000 (partially taken in stock) |
| Shares issued in lieu of cash (2024) | 5,151 shares |
| Shares issued in lieu of cash (2025 for 2024 fees) | 1,639 shares |
| Option awards – grant date fair value (2024) | $4,530 |
| 2024 total director comp (Andrews) | $44,530 |
Performance Compensation
- No performance-based (PSU/metric-tied) director compensation is disclosed. The company grants non-employee directors time-based stock options; no director PSUs/TSR/financial metric targets are described for directors .
| Metric-linked pay element | Disclosed for Directors? |
|---|---|
| PSUs / TSR / Financial targets | Not disclosed for directors |
Other Directorships & Interlocks
- Current public boards: None disclosed in PRPO proxy for Andrews (mentions several private molecular diagnostics companies) .
- Prior public company leadership: CEO roles at Clarient (NASDAQ: CLRT) and Oncocyte (NASDAQ: OCX) .
- Interlocks/related parties: No related person transactions since Jan 1, 2023 meeting thresholds; no family relationships; no disqualifying legal proceedings disclosed .
Expertise & Qualifications
- 35+ years in diagnostics and molecular diagnostics; extensive operating and public-company CEO experience; innovation/technology competencies; leadership in capital formation (> $600M) and exits (> $15B) .
- Financial literacy and governance/risk/strategy skillsets indicated by the board’s qualifications and skills matrix .
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 21,000 shares (1.4% of class) as of record date (April 21, 2025) |
| Composition | 14,552 shares owned; 6,448 options exercisable or becoming exercisable within 60 days |
| Aggregate options outstanding | 6,111 options outstanding as of December 31, 2024 (timing difference vs record date explains variance) |
| Director option grant (2024) | 1,000 options granted 6/21/2024 at $4.98; vest in 12 equal monthly installments over one year |
| Hedging/derivatives policy | Company prohibits short sales, options, swaps, collars, exchange funds and similar hedging transactions by directors |
| Pledging of shares | No director pledging policy disclosure; no pledging by Andrews disclosed in proxy |
Governance Assessment
-
Positives
- Independence and attendance: Andrews is an independent director; the board and committees achieved 100% attendance in 2024, supporting engagement and oversight rigor .
- Alignment: Andrews elected to take director fees in stock, increasing skin-in-the-game; he also holds options with time-based vesting, aligning incentives with long-term shareholder value .
- Controls and policies: Anti-hedging policy prohibits hedging/derivative transactions; clawback policy adopted consistent with Nasdaq/SEC rules (applies to executive incentive pay), signaling attention to governance risk controls .
- Conflicts: No related-party transactions, family relationships, or disqualifying legal proceedings reported—reducing conflict risk .
-
Watch items / RED FLAGS
- 2024 option repricing: The board approved a one-time option repricing effective Aug 31, 2024, lowering exercise prices to $6.56 (including non-employee directors) with a one-year retention period in which original exercise prices apply; such actions can be investor-unfriendly and may signal compensation risk tolerance during stock underperformance .
- Section 16(a) delinquency notice: The proxy notes late Form 4 filings related to the option repricing for multiple insiders, including “Ronald Andrews,” indicating reporting timeliness lapses, albeit tied to the technical repricing event .
Appendix — Board & Committees Reference
| Item | Detail |
|---|---|
| Board size | 7 directors; staggered Class I/II/III |
| Committee meeting cadence (2024) | Audit 8; Compensation 8; Nominating & Governance 5 |
| Leadership structure | Independent Chair (Richard Sandberg) separate from CEO |
Data Detail Tables
Director Compensation (2024)
| Metric | Ron A. Andrews |
|---|---|
| Fees Earned or Paid in Cash ($) | $40,000 |
| Option Awards ($, grant-date fair value) | $4,530 |
| Total ($) | $44,530 |
| Shares received in lieu of cash (2024) | 5,151 |
| Shares received in lieu of cash (2025 for 2024 fees) | 1,639 |
| Aggregate options outstanding (12/31/2024) | 6,111 |
| 2024 grant details | 1,000 options at $4.98 on 6/21/2024; vest monthly over 12 months |
Beneficial Ownership (Record Date: Apr 21, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ron A. Andrews | 21,000 | 1.4% | 14,552 shares owned + 6,448 options exercisable within 60 days |
Board Practices
| Practice | Disclosure |
|---|---|
| Independence | All directors independent except CEO; committees fully independent |
| Attendance (2024) | 100% board and committee attendance by all directors |
| Executive sessions | Regular non-management sessions; at least twice yearly independent-only sessions |
| Anti-hedging | Prohibits short sales, derivatives, and hedging instruments |
| Clawback | Adopted per Nasdaq/SEC rules for executive incentive comp |
| Related-party transactions | None since Jan 1, 2023 above thresholds |
| Option repricing (2024) | One-time reduction to $6.56 with one-year retention period |
Committee Assignments (Andrews)
| Committee | Role |
|---|---|
| Compensation | Member |
Notes on data context:
- Ownership timing: Aggregate options outstanding are as of Dec 31, 2024 (6,111), while beneficial ownership includes options exercisable within 60 days of the record date (Apr 21, 2025), explaining numerical differences (6,448) .
- Director stock ownership guidelines: The Compensation Committee oversees creation/revision of stock ownership guidelines, but specific director guideline levels or compliance status are not disclosed in the proxy .
This governance-focused profile emphasizes Andrews’ independence, full attendance, diagnostics operating depth, alignment via equity and fee-in-stock elections, and absence of disclosed conflicts, while flagging 2024’s option repricing and associated late Form 4s as items to monitor for investor confidence.