Eliav Barr
VERACYTEAbout Eliav Barr
Eliav Barr, M.D., age 60, has served on Veracyte’s Board since August 2022 and is independent. He is Head of Global Clinical Development and Chief Medical Officer at Merck Research Laboratories, chairs Merck’s Late Development Review Committee, and holds a B.S. (Penn State) and M.D. (Jefferson), with residency/fellowship at Johns Hopkins and prior faculty roles at the University of Chicago and post-doctoral training at the University of Michigan . His board tenure is approximately three years as of the June 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Research Laboratories (MRL), division of Merck & Co., Inc. | Head of Global Clinical Development; Chief Medical Officer | Since April 2022 | Chairs Late Development Review Committee overseeing Cardiovascular, Diabetes/Endocrine/Metabolism, Immunology, Neurology, Oncology, Psychiatry, Respiratory, Vaccines/Infectious Diseases programs |
| Merck Research Laboratories | SVP, Global Medical and Scientific Affairs | 2018–2022 | Senior medical/scientific leadership across global portfolio |
| University of Chicago | Faculty | Prior to Merck | Academic/clinical faculty role (medicine) |
| University of Michigan | Post-doctoral training | Prior to University of Chicago | Scientific training |
| Johns Hopkins | Internal Medicine Residency; Cardiology Fellowship | Prior to Merck | Clinical training credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck Research Laboratories | Head of Global Clinical Development & CMO | 2022–present | Chairs Late Development Review Committee; governance oversight of late-stage pipeline |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director under Nasdaq rules (board determined no relationships interfering with independent judgment) |
| Committee assignments | Regulatory & Compliance Committee member |
| Committee activity | Regulatory & Compliance Committee held 4 meetings in 2024; chaired by Evan Jones; members include Barr, Bhanji, Miller |
| Board attendance | Board held 7 meetings in 2024; each director attended at least 80% of Board and committee meetings |
| Board leadership | Independent Chair: Robert S. Epstein; ex officio on all committees; independent director executive sessions conducted regularly |
| Committee independence | All committees are composed only of independent directors |
| Evaluation & ESG oversight | Annual board/committee self-assessments; Nominating & Corporate Governance Committee oversees ESG with cross-committee collaboration |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | Increased from $40,000 in Feb 2024 |
| Regulatory & Compliance Committee member fee | $5,000 | Member fee (Chair is $10,000) |
| Total fees earned (Barr) | $55,000 | Reported 2024 cash fees |
Performance Compensation
| Equity Component (2024) | Grant Value | Instrument | Vesting | Change-in-control treatment |
|---|---|---|---|---|
| Annual RSU grant | $249,997 | RSUs | Vests in full on first anniversary of grant or at next annual meeting | RSU vesting accelerates in full upon a change in control; plan provides COC acceleration for non-employee director awards |
No performance-based equity (PSUs/options) is used for non-employee directors; director equity is time-based RSUs only .
Other Directorships & Interlocks
| Person | External public boards | Notable affiliations | Interlock notes |
|---|---|---|---|
| Eliav Barr | None disclosed | Senior executive at Merck & Co., Inc. (MRL) | No related-party transactions involving Barr are disclosed; company has a formal approval policy for >$120k related-party transactions |
| Context (board) | — | Muna Bhanji (director) spent 34 years at Merck; currently on boards of Intellia, Cytokinetics, Ardelyx | Shared Merck background among directors may increase industry insight; no related-party transactions are disclosed in proxy |
Expertise & Qualifications
- Deep biopharma clinical development leadership; governance experience chairing Merck’s late-stage review committee .
- Medical and cardiology training; academic experience at leading institutions .
- Regulatory and compliance oversight as Veracyte committee member .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (shares) | 23,488 shares |
| Shares outstanding (reference) | 78,306,356 (as of Mar 31, 2025) |
| Ownership as % of SO | ~0.03% (calc: 23,488 / 78,306,356) |
| Outstanding director equity awards at 12/31/2024 | 18,380 shares subject to stock awards (RSUs) |
| Hedging/pledging | Prohibited for employees and non-employee directors under Insider Trading Policy |
| Ownership guidelines | Non-employee directors: 3x annual cash retainer; compliance confirmed for all non-employee directors as of 12/31/2024 |
Governance Assessment
-
Strengths
- Independent status; service on an all-independent Regulatory & Compliance Committee; regular independent executive sessions .
- Strong medical and development governance expertise relevant to Veracyte’s regulated diagnostics business .
- Solid engagement (≥80% attendance); board uses annual self-assessments; ESG oversight integrated across committees .
- Alignment policies: stock ownership guidelines (3x retainer) met; prohibitions on hedging/pledging; clawback framework applicable to awards via plan/policy .
-
Pay and incentives
- Director pay mix balanced: modest cash fees ($55k) plus time-based RSUs (~$250k) aligning interests without performance gaming .
- Good-governance plan features: no option repricing without shareholder approval, no excise tax gross-ups, no liberal COC definitions .
-
Potential risks/RED FLAGS
- Change-in-control acceleration for non-employee director awards (full vesting) may be viewed as shareholder-unfriendly by some governance frameworks .
- Merck senior executive role could create perceived conflicts if Veracyte were to enter material transactions with Merck; no such related-party transactions are disclosed and formal pre-approval policy is in place .
Appendix: Key Board & Committee Data
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 7 |
| Compensation Committee | 4 (plus 3 written consents) |
| Nominating & Corporate Governance | 5 (plus 1 written consent) |
| Regulatory & Compliance | 4 |
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay support: ~95.2%, indicating broad investor alignment with compensation governance; while focused on executives, it signals overall pay program credibility .