Evan Jones
VERACYTEAbout Evan Jones
Evan Jones (age 68) has served on Veracyte’s board since 2008. He is Managing Member of jVen Capital (since 2007), previously CEO of OpGen (2013–2020), and co‑founder/CEO/Chairman of Digene (1990–2007). He holds a B.A. in biochemistry (University of Colorado) and an MBA (Wharton). Jones is designated an Audit Committee Financial Expert and currently chairs Veracyte’s Regulatory & Compliance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digene Corporation | Co‑founder; CEO; Chairman | 1990–2007 | Led growth to acquisition; women’s health/molecular diagnostics focus |
| OpGen, Inc. | CEO; Director | CEO 2013–2020; Director 2009–2021 | Genetic analysis; operational leadership |
| Foundation Medicine, Inc. | Director | Until 2018 | Board service until merger with Roche |
| Fluidigm Corporation | Director | 2011–2017 | Life sciences tools governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| jVen Capital, LLC | Managing Member | Since 2007 |
| ProtaGene GmbH (private) | Director | Current |
| Brightside Health, Inc. (private) | Director | Current |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Jones is independent under Nasdaq rules |
| Committee assignments | Regulatory & Compliance (Chair); Audit (Member); Nominating & Corporate Governance (Member) |
| Audit expertise | Audit Committee Financial Expert (with Holstein and Eastham) |
| Attendance | Board held 7 meetings in 2024; each director attended ≥80% of Board and committee meetings |
| Executive sessions | Independent directors conduct regular executive sessions |
| Board structure | Independent Chair (Epstein); committees composed solely of independent directors |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees earned (cash) | $75,000 |
| Stock awards (grant‑date fair value) | $249,997 |
| Total | $324,997 |
Fee schedule context: $50,000 annual board retainer; plus $10,000 chair retainer for Regulatory & Compliance; $10,000 Audit member; $5,000 Nominating member. Annual retainers paid quarterly; travel expenses reimbursed .
Performance Compensation
| Equity element | Grant value | Vesting | CIC treatment |
|---|---|---|---|
| Annual RSUs (non‑employee directors continuing service) | ~$250,000 per annual grant | Vest in full on first anniversary or earlier at next Annual Meeting | RSU vesting accelerates in full upon change in control |
| Initial RSUs (for new directors; policy in 2024) | ~$500,000 (reduced to $250,000 beginning 2025; prorated) | One‑third annually over three years | Accelerates in full on change in control |
Notes: Non‑employee director equity is time‑based (no performance metrics). The 2023 Equity Plan prohibits repricing without stockholder approval, pays no dividends on unvested awards, and includes clawback capabilities; directors are subject to annual cash/equity caps ($750k; $1.5M in initial year) .
Other Directorships & Interlocks
| Company | Type | Potential interlock/conflict note |
|---|---|---|
| Foundation Medicine (past) | Public (acquired by Roche) | Historical role; no current interlock disclosed |
| Fluidigm (past) | Public | Historical role |
| ProtaGene (current) | Private | No VCYT related‑party transactions disclosed in proxy; policy governs approvals |
| Brightside Health (current) | Private | No VCYT related‑party transactions disclosed; policy governs approvals |
The proxy’s related‑party section describes approval policy and indemnification; no specific related‑party transactions are listed in that section for 2024+ .
Expertise & Qualifications
- Life sciences operator and investor; former CEO and chairman in diagnostics (Digene) .
- Audit/financial literacy; designated Audit Committee Financial Expert .
- Regulatory/compliance oversight leader (Committee Chair) .
- Industry network across genomics, diagnostics, and health IT .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Evan Jones | 72,870 | <1% | 22,870 common shares; 50,000 options exercisable within 60 days of March 31, 2025 |
Program signals:
- Stock ownership guidelines require non‑employee directors to hold ≥3x annual cash retainer; as of Dec 31, 2024, all non‑employee directors were in compliance (newer executives on path) .
- Hedging/derivatives/short sales and pledging company stock are prohibited for directors and employees .
Governance Assessment
-
Positive indicators:
- Independence affirmed; all committees are fully independent; Jones serves as Audit financial expert and chairs Regulatory & Compliance—both supportive of robust oversight .
- Strong attendance (≥80%) and regular executive sessions enhance board effectiveness .
- Director compensation structure aligns with shareholders (time‑based RSUs, no dividends on unvested, no option repricing; clawback mechanisms) .
- Ownership alignment via guidelines; compliance reported for directors; anti‑hedging/pledging policy reduces misalignment risk .
-
Potential concerns:
- Long tenure (board service since 2008) can raise entrenchment/perceived independence questions; board tenure distribution shows 2 directors >10 years—continuity vs. refresh balance .
- External investment role (jVen Capital) creates generic industry exposure; however, proxy does not disclose any related‑party transactions involving Jones, and board states independence determination after reviewing relationships .
- Declassification still in transition until 2026; majority voting and resignation policy mitigate holdover risk .
-
Shareholder sentiment signal:
- 2024 say‑on‑pay support was ~95.2%, indicating broad investor confidence in compensation governance (executive program) .
RED FLAGS to monitor:
- Any future related‑party dealings tied to jVen Capital or private boards (require Audit Committee pre‑approval) .
- Share pledging or hedging violations (policy prohibits) .
- Declines in attendance or committee engagement (current ≥80%) .