Kimberly Popovits
10x GenomicsAbout Kimberly J. Popovits
Kimberly J. Popovits, age 66, has served as an independent director of 10x Genomics (TXG) since March 2020. She is the former President, CEO, and Chair of Genomic Health (2009–2019), previously President & COO (2002–2009), and held senior commercial leadership roles at Genentech (SVP Marketing & Sales; VP Sales) and American Critical Care. She holds a B.A. in Business from Michigan State University and brings deep commercial and leadership expertise in healthcare and biotechnology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genomic Health, Inc. | President & CEO; Chairman of the Board | 2009–2019 (CEO); 2012–2019 (Chair) | Led commercial strategy; public company leadership through acquisition by Exact Sciences |
| Genomic Health, Inc. | President & COO | 2002–2009 | Built commercial capabilities and operations |
| Genentech, Inc. | SVP Marketing & Sales; VP Sales; National Sales Manager | 1994–2002 (VP/SVP); 1987–1994 (Sales) | Scaled sales/marketing; biopharma commercialization expertise |
| American Critical Care (American Hospital Supply) | Division Manager, Southeast Region | 1981–1987 | Commercial management in healthcare products |
External Roles
| Company | Role | Since | Committees / Notes |
|---|---|---|---|
| Exact Sciences (EXAS) | Independent Director (Class I) | 2025 | Human Capital; Innovation, Technology & Pipeline |
| Kiniksa Pharmaceuticals (KNSA) | Independent Director | 2018 | Compensation committee chair since Oct 2024 (at KNSA) |
| Talis Biomedical (TLIS) | Director; Interim CEO (Aug–Nov 2021) | 2020 | Public company directorship; interim leadership |
Prior public boards include MyoKardia and ZS Pharma (both acquired) .
Board Governance
- Independence: The TXG board determined Popovits is independent under Nasdaq rules; all audit and compensation committee members are independent .
- Committee assignments (TXG): Audit Committee member (Audit Committee: Kosaraju chair; members Popovits, Stuelpnagel); Compensation Committee member (Stuelpnagel chair; members Popovits) .
- Attendance: In 2025, the board met five times; each director attended ≥75% of board and applicable committee meetings. Audit Committee met 7 times; Compensation Committee met 6 times in 2024 .
- Governance practices: Independent chair; majority voting standard; clawback policy; director and executive ownership guidelines; prohibition on hedging/pledging/short sales; annual Say‑on‑Pay .
- Say‑on‑Pay support: ~83% approval at 2024 annual meeting for the 2023 program .
Fixed Compensation
| Component | Structure / Amount | Vesting / Notes |
|---|---|---|
| Annual cash retainer | $55,000 (non‑employee director) | Paid quarterly; prorated for partial service |
| Committee fees | Audit member $10,000; Compensation member $8,000; Nominating member $5,000; Chair fees higher (Audit $25,000; Comp $18,250; Nominating $12,500) | Paid quarterly; aligns with committee workload |
| Annual equity grant (RSUs) | $215,000 RSUs (value determined by 20‑day avg price; granted at annual meeting) | Vests in 4 equal quarterly installments following grant |
| Initial equity grant (RSUs, for new directors) | $400,000 RSUs (value determined by avg price) | 1/3 at first anniversary of standard vest date, then quarterly over next 2 years |
| Change‑of‑control treatment | RSUs vest in full immediately prior to a change in control | Alignment in transactional scenarios |
Popovits’ FY2024 director compensation:
- Fees earned: $71,407; Stock awards: $186,645; Total: $258,052 .
- Outstanding at 12/31/2024: Options 26,286; RSUs 4,325 .
Trend (shift in mix):
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Cash fees ($) | $54,231 | $71,407 |
| Stock awards ($) | $83,994 | $186,645 |
| Option awards ($) | $127,535 | — |
| Total ($) | $265,760 | $258,052 |
Observation: TXG moved away from director stock options to time‑based RSUs by 2024, lowering option risk and emphasizing ownership alignment .
Performance Compensation
- Directors do not receive performance‑based pay at TXG. RSUs are time‑based; no PSUs or option hurdles in director program. All RSUs vest quarterly; acceleration on change‑of‑control is time‑based (not performance) .
Other Directorships & Interlocks
| Company | Potential Interlock / Notes |
|---|---|
| Exact Sciences (EXAS) | Former acquirer of Genomic Health; Popovits serves on EXAS board. No TXG related‑party transactions disclosed with EXAS . |
| Kiniksa (KNSA) | Popovits chairs KNSA’s Compensation Committee since Oct 2024; standard independence disclosures provided by KNSA . |
| Talis (TLIS) | Director, and interim CEO in 2021; ownership disclosures within TLIS filings reflect prior interests (trust holdings, options) . |
TXG’s related‑party transactions policy requires Audit Committee pre‑approval for transactions >$120,000 involving insiders; TXG disclosed no such transactions beyond compensation and indemnification .
Expertise & Qualifications
- Senior management experience in healthcare/biotech; extensive commercial strategy and capability building; public company executive leadership .
- At EXAS, skills include pipeline development/commercialization, finance/strategy/M&A, executive leadership; committee service in Human Capital and Innovation/Technology & Pipeline .
Equity Ownership
| Item | Amount / Detail |
|---|---|
| Beneficial ownership (Class A) | 39,545 shares (<1%) comprised of: 11,096 shares held directly; 26,286 options exercisable within 60 days; 2,163 RSUs vesting within 60 days |
| Options | 26,286 exercisable within 60 days at 3/31/2025 |
| RSUs (near‑term) | 2,163 vesting within 60 days at 3/31/2025 |
| Ownership guidelines | Directors: minimum holding of 3x annual cash retainer; compliance across directors/officers is “satisfies or making timely progress” toward thresholds (deadline Jan 25, 2029 or 5 years from appointment) |
| Hedging/pledging policy | Prohibits hedging and short sales; pledging requires preclearance; margin accounts prohibited |
Governance Assessment
- Strengths:
- Independent director with dual committee roles (Audit and Compensation), supporting oversight of financial reporting, cybersecurity, ESG disclosures, and pay practices .
- Attendance meets policy (≥75%); Audit and Compensation committees met 7 and 6 times in 2024, indicating active engagement .
- Director pay mix emphasizes RSUs with quarterly vesting; no meeting fees; clear change‑of‑control treatment; robust clawback and insider‑trading policies .
- Compensation Committee uses independent advisor (Alpine Rewards) and conducts risk assessment; no compensation interlocks identified for TXG (Popovits not an officer; executive officers did not serve on other boards’ comp committees) .
- Watch items:
- Multi‑board service (EXAS, KNSA, TLIS) increases workload; monitor for any future related‑party dealings or information flow risks. TXG reports no related‑party transactions beyond standard compensation/indemnification and has formal RPT policy and governance oversight to mitigate conflicts .
- Ownership level is <1%, though director RSUs/ownership guidelines are in place; continue tracking progress toward 3x retainer guideline by 2029 .
Director Compensation (FY2024)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $71,407 |
| Stock Awards ($) | $186,645 |
| Total ($) | $258,052 |
| Outstanding Options (#) at 12/31/2024 | 26,286 |
| Outstanding RSUs (#) at 12/31/2024 | 4,325 |
TXG Committee Details (Popovits)
| Committee | Role | Meetings (2024) | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 7 | Financial reporting, auditor oversight, cybersecurity, ESG disclosures, related‑person transactions |
| Compensation | Member | 6 | Executive/director pay, clawback policy, human capital oversight, risk review, use of independent consultant |
| Nominating & Corporate Governance | Not a member | 1 | Board independence, conflicts oversight, governance guidelines |
| M&A Committee | Not a member | — | Ad hoc review/approval of strategic transactions |
Related Party Transactions & Conflicts
- TXG disclosed no related‑party transactions >$120,000 involving directors during the period, beyond standard compensation/indemnification; Audit Committee pre‑approves any such transactions per policy .
- Nominating & Corporate Governance Committee oversees independence and potential conflicts; TXG conducts annual board/committee self‑assessments .
Say‑on‑Pay & Shareholder Feedback (Context for board oversight of pay)
- 2024 Say‑on‑Pay approval ~83%; TXG engaged top holders (~48% outstanding contacted, ~33% outstanding met) and adjusted AIP metrics (revenue, adjusted FCF, 9 SBOs) and PSU design (relative TSR and 2‑yr revenue CAGR) in response .
RED FLAGS
- None disclosed for Popovits in TXG filings: no Section 16(a) delinquencies cited for her; no related‑party transactions; no hedging/pledging noted. TXG’s policies prohibit hedging/shorts and restrict pledging; RPT policy and committee independence are in place .