Woodrow Myers, Jr.
PersonalisAbout Woodrow A. Myers, Jr.
Independent director of Personalis, Inc. (PSNL) since March 2021; age 71 as of March 20, 2025. Holds a B.S. in Biology from Stanford University, an M.B.A. from Stanford Graduate School of Business, and an M.D. from Harvard Medical School, with extensive healthcare leadership in both private sector and public health roles . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Express Scripts, Inc. | Director | May 2007 – Dec 2018 | Governance experience at a large healthcare company |
| Blue Cross Blue Shield of Arizona | Chief Medical Officer & Chief Healthcare Strategist | Jan 2018 – Feb 2019 | Clinical/strategic oversight in payer environment |
| WellPoint Health Networks | Chief Medical Officer | Not disclosed | Enterprise-scale healthcare operations oversight |
| Ford Motor Company | Director of Healthcare Management | Not disclosed | Corporate healthcare management in industrial setting |
| State of Indiana | Health Commissioner | Not disclosed | Public health leadership |
| New York City | Health Commissioner | Not disclosed | Public health leadership |
| Myers Ventures LLC | Managing Director | Since Dec 2015 | Healthcare consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lightspeed Venture Partners Inc. | Advisor | Not disclosed | Advisory tie to a significant PSNL shareholder group (see Interlocks) |
| SCAN Group | Advisor | Not disclosed | Medicare-focused health plan advisory |
| eHealth Inc. | Advisor | Not disclosed | Health insurance marketplace advisory |
Board Governance
- Board structure: Independent Chair (Karin Eastham) separate from CEO; lead independent director designation only if Chair is not independent .
- Independence: All directors except CEO are independent; Myers is independent .
- Attendance: Board met 16 times in 2024; each director attended ≥75% of Board and committee meetings .
- Committee memberships (2024):
- Compensation Committee member; Chair is A. Blaine Bowman; 4 meetings .
- Nominating & Corporate Governance Committee member; Chair is Karin Eastham; 4 meetings .
| Committee | Role (Myers) | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | A. Blaine Bowman | 4 |
| Nominating & Corporate Governance | Member | Karin Eastham | 4 |
Fixed Compensation
- 2024 director compensation (Myers): Cash fees $52,500; Option awards fair value $45,810; Total $98,310 .
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $52,500 |
| Option Awards (grant-date fair value) | $45,810 |
| Total | $98,310 |
- Non-Employee Director Compensation Policy (amended Feb 2024):
- Annual Board retainer $40,000; Chair retainer $100,000; Lead Independent Director retainer $60,000 (in lieu of base retainer) .
- Committee retainers: Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; Nominating & Corporate Governance Chair $10,000/member $5,000 .
| Role | Cash Retainer |
|---|---|
| Board Member | $40,000 |
| Chair of Board | $100,000 |
| Lead Independent Director | $60,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Compensation Chair / Member | $15,000 / $7,500 |
| Nominating & Corporate Governance Chair / Member | $10,000 / $5,000 |
Performance Compensation
- Director equity awards are service-based stock options (not performance-based): Initial option 80,000 shares (3-year annual vesting); annual option 50,000 shares (vests by next annual meeting or 1 year); change-in-control accelerates vesting immediately prior to effectiveness; 10-year term; post-termination exercise up to 36 months subject to conditions .
- No performance metrics tied to director compensation disclosed .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Myers .
- Prior public company boards: Express Scripts, Inc. (2007–2018) .
- Interlocks/ownership ties: Entities affiliated with Lightspeed Venture Partners beneficially own 8,165,484 shares (9.2%); Myers is an Advisor to Lightspeed Venture Partners Inc. (organizational relationship not specified to the listed funds) .
| Entity | Relationship | Shares/Percent |
|---|---|---|
| Lightspeed Venture Partners affiliates | Significant shareholder; Myers is Advisor to Lightspeed Venture Partners Inc. | 8,165,484 shares; 9.2% |
Expertise & Qualifications
- Medical and policy expertise: Former Health Commissioner NYC and State of Indiana; MD from Harvard; payer and PBM board/CMO experience (BCBS AZ, WellPoint, Express Scripts) supporting oversight of reimbursement strategy and healthcare compliance .
- Business and operations: MBA from Stanford; roles at Ford and WellPoint indicate enterprise healthcare program management .
Equity Ownership
- Beneficial ownership (as of March 20, 2025): 139,099 shares total; consists of 26,116 shares held and 112,983 options exercisable within 60 days; <1% of shares outstanding .
| Ownership Detail | Amount |
|---|---|
| Shares held directly | 26,116 |
| Options exercisable within 60 days | 112,983 |
| Total beneficial ownership | 139,099 |
| Percent of outstanding | <1% |
- Insider trading policy prohibits hedging, pledging, short sales, and certain derivatives; holding in margin accounts or pledging shares is prohibited—reducing alignment risk from pledging/hedging .
Compensation Committee Analysis
- Committee composition: Bowman (Chair), Bloom, Myers, Shoff; all independent .
- Use of independent consultant: Aon Human Capital Solutions engaged; committee evaluates consultant independence factors per SEC/Nasdaq; Aon supports peer benchmarking, director comp review, equity policy advice .
- Peer group: 21 medtech/diagnostics/life science tools names (e.g., Adaptive Biotechnologies, Veracyte, Twist Bioscience), criteria include revenue $35–$500mm, market cap ≤$1bn, headcount 125–700 .
- Say-on-pay support: 2024 approval ~96.7% of votes cast; 2025 say-on-pay votes For 56,604,799; Against 2,244,133; Abstain 38,126; Broker non-votes 17,947,097 .
| Say-on-Pay | 2024 | 2025 (votes) |
|---|---|---|
| Approval result | ~96.7% approval | For 56,604,799; Against 2,244,133; Abstain 38,126; Broker non-votes 17,947,097 |
Related Party Transactions and Conflicts Assessment
- Major related-party arrangements (company-level): Tempus commercialization agreement and warrant/investment (Tempus beneficial ownership ~14.4% as of March 20, 2025), Merck investment and service agreements (Merck beneficial ownership ~15.9%); no director-specific related transactions disclosed for Myers .
- Lightspeed stake: Entities affiliated with Lightspeed Venture Partners own 9.2%; Myers advises Lightspeed Venture Partners Inc.; the Board still determined Myers is independent—note potential perceived interlock risk though no related-party transaction is disclosed .
- Prohibitions: Company policy bars hedging/pledging; Recoupment policy adopted Nov 1, 2023 for incentive compensation (Dodd-Frank/Nasdaq 5608 compliance) .
Governance Assessment
- Board effectiveness: Myers brings payer/public health and PBM governance experience valuable for PSNL’s reimbursement and policy navigation; active roles on Compensation and Nominating & Governance align with his background .
- Independence/engagement: Independent status affirmed; attendance threshold met; participates on two key committees; strong shareholder support for executive pay indicates credible oversight environment .
- Alignment: Holds equity via options and shares; director compensation uses service-based options (no guaranteed RSUs), and policy prohibits hedging/pledging—supports alignment with shareholders .
- Red flags: Potential interlock—with advisory role to Lightspeed Venture Partners Inc. while Lightspeed funds own 9.2%—should be monitored for recusals on matters implicating Lightspeed; no specific related-party transactions involving Myers disclosed .
- Change-in-control terms: Director options accelerate at change in control; generous 36-month post-termination exercise window—note as standard but investor-sensitive feature in governance debates .
- Overall: No attendance issues, no perquisites/tax gross-ups for directors, strong say-on-pay votes, and robust committee processes with independent consultants suggest solid governance; interlock risk is the primary monitoring point .