Brent Shafer
VERACYTEAbout Brent Shafer
Brent Shafer (age 67) has served on Veracyte’s Board since September 2024 and is an independent director. He is a veteran healthcare leader with over 40 years across health IT, medical devices, and healthcare solutions; he holds a B.S. in Communications from the University of Utah and currently serves as interim CEO and Chair at Baxter International (since February 2025). His prior roles include Chairman & CEO of Cerner (2018–2021) and senior leadership positions at Royal Philips, Hillrom, GE Medical Systems, Intermountain Healthcare, Johnson & Johnson, and Hewlett-Packard’s Medical Products Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International, Inc. | Interim Chief Executive Officer and Chair | Feb 2025–present | Executive leadership, governance chair |
| Cerner Corporation | Chairman & CEO | 2018–2021 | Led company through Oracle acquisition |
| Royal Philips | CEO, Philips North America; CEO, Philips Home Healthcare Solutions | Not disclosed | Scaled health tech operations |
| Hillrom | VP & GM, Patient Care Environment Division | Not disclosed | Device portfolio leadership |
| GE Medical Systems | Sales, marketing, general management roles | Not disclosed | Commercial and GM experience |
| Intermountain Healthcare (Primary Children’s Hospital) | Early career role | Not disclosed | Provider operations exposure |
| Johnson & Johnson | Early career role | Not disclosed | Healthcare products experience |
| Hewlett-Packard Medical Products Group | Senior roles | Not disclosed | Technology-enabled healthcare |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Baxter International, Inc. | Director; Interim CEO & Chair | Director since May 2022; Interim CEO/Chair since Feb 2025 | Board leadership |
| Tactile Systems Technology, Inc. | Director | Not disclosed | Public company board |
Board Governance
- Independence: Board determined Shafer is independent under Nasdaq rules; no relationships that interfere with independent judgment were identified .
- Committee membership: Serves on Veracyte’s Compensation Committee (member; committee chaired by Karin Eastham) .
- Attendance and engagement: The Board held 7 meetings in 2024 and each director attended ≥80% of Board and committee meetings; Compensation Committee met 4 times plus 3 written consents .
- Board leadership: Independent Chair (Robert S. Epstein) with executive sessions; all Board committees comprised solely of independent directors .
- Director elections: Board declassification phasing in since 2023; annual one-year terms begin fully at the 2026 meeting .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Shafer) |
|---|---|---|
| Annual Board cash retainer | $50,000 (increased from $40,000 in Feb 2024); paid quarterly, pro-rated for partial year | $19,167 (pro-rated for partial 2024 service) |
| Committee membership fees | Compensation Committee member: $7,500 per year; Audit members $10,000; Nominating $5,000; Regulatory & Compliance $5,000; Chairs: Audit $20,000; Compensation $15,000; Nominating $10,000; Regulatory & Compliance $10,000 | Included in “Fees Earned” (amount not broken out) |
| Chair/lead independent premiums | Chair of Board $50,000; Lead independent director $25,000 (as needed) | N/A (not Chair/Lead) |
| 2024 Director Cash & Equity Earned (Shafer) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $19,167 |
| Stock Awards (grant-date fair value) | $499,997 |
| Total | $519,164 |
Performance Compensation
- Director equity design: Non-employee directors receive RSUs only; no options; no performance-based metrics for director equity .
- Initial RSUs for new directors (2024 policy): ~$500,000 grant value; vest one-third on each of the first, second, and third anniversaries; accelerates on change-in-control .
- Annual RSUs (continuing directors): ~$250,000 grant value; vest fully on first anniversary or next annual meeting; accelerates on change-in-control .
- 2025 policy change: Initial grant reduced to ~$250,000, prorated by months of service before the annual meeting; six-month service requirement for annual grant removed (annual stays at $250,000) .
Performance metric framework (executive PSUs for context; directors do not have PSUs):
| Metric | Plan Design | Measurement Windows | Max Payout |
|---|---|---|---|
| Revenue (GAAP, FX-adjusted; with portfolio adjustments) | PSU metric for executives | 2-year (ending 12/31/2025) and 3-year (ending 12/31/2026) | 150% of target per tranche |
| Cash balance (GAAP cash & equivalents) | PSU metric for executives | Same as above | 150% of target per tranche |
Other Directorships & Interlocks
| Aspect | Details |
|---|---|
| Current public boards | Baxter International (Director; Interim CEO & Chair); Tactile Systems Technology (Director) |
| Compensation Committee interlocks | 2024 Compensation Committee: Bishop (until June 2024), Eastham, Holstein, Shafer; no interlocks or relationships requiring Item 404 disclosure; no reciprocal executive overlaps with other companies’ compensation committees |
| Related-party transactions | Board indicates robust standards; no relationships for Shafer that interfere with independence |
Expertise & Qualifications
- Health IT and devices leadership (Cerner; Royal Philips; Hillrom; GE Medical Systems) and broad commercial/general management background .
- Public company governance experience; currently a board leader at Baxter and director at Tactile Systems Technology .
- Education: B.S. Communications, University of Utah .
Equity Ownership
| Ownership Element | Amount/Status |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 0 shares beneficially owned (less than 1%) |
| Outstanding director equity awards (count) | 16,507 shares subject to outstanding stock awards (director RSUs/options count disclosure) at 12/31/2024 |
| Grants under 2023 Plan | Shafer: 16,507 securities underlying awards granted through 3/31/2025 |
| Pledging/Hedging | Prohibited under Insider Trading Policy; no pledging allowed; hedging and derivative transactions prohibited |
| Ownership guidelines | Non-employee directors: 3x annual cash retainer; guidelines exclude unvested RSUs/PSUs; company states non-employee directors and current executive officers were in compliance as of 12/31/2024 (with exceptions only for newer executive hires) |
Director Compensation Structure Analysis
- Cash vs equity mix: Directors primarily compensated via fixed cash retainers and service-vested RSUs; no options; 2024 equity mix prioritized RSUs; 2025 reduced initial grant size to control dilution and align to market .
- Governance safeguards: No dividends on unvested awards; no option repricing without shareholder approval; limits on director compensation ($750,000 per year; $1.5 million in first year) .
- Clawback policy: Company-wide clawback applies to incentive compensation following restatements; enforced regardless of fault .
Say‑on‑Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2024 Say‑on‑Pay support | 95.2% approval, indicating investor support for pay program alignment |
| Compensation consultant | Aon retained; independence reviewed; no conflicts of interest identified |
Compensation Peer Group (Context)
| Peer Group (approved July 2023 for 2024 decisions) | Companies |
|---|---|
| Sector‑aligned peers (Biotech/Pharma, Life Sciences Tools & Services, Health Care Equipment & Supplies) | TXG, ADPT, FOLD, CDNA, CTKB, EXAS, FLGT, GKOS, GH, NVTA, MRVI, MYGN, NTRA, NEO, NVRO, PACB, TWST, VCEL (additions/removals per disclosure) |
Governance Assessment
- Strengths: Independent status; service on key Compensation Committee overseeing executive pay; Board comprised of independent committees; robust clawback, anti‑hedging/pledging policies; majority voting standard; director stock ownership guidelines; strong say‑on‑pay support .
- Potential watch items: External executive leadership role (Interim CEO/Chair at Baxter) increases time commitments; Board affirms independence and 2024 attendance at ≥80% supporting engagement .
- Conflicts/related‑party: No Item 404 related‑party or committee interlock concerns disclosed for 2024; committees composed solely of independent directors .
RED FLAGS: None disclosed regarding related‑party transactions, pledging/hedging, tax gross‑ups, or options repricing; director equity accelerates on change‑in‑control consistent with policy, but monitor overall change‑in‑control provisions and cumulative overhang (approx. 18% including awards and available shares as of 3/31/2025) as part of dilution risk assessments .