Jens Holstein
VERACYTEAbout Jens Holstein
Independent director of Veracyte (VCYT) since 2020; age 61. He is Chief Financial Officer of BioNTech SE (since July 2021), previously CFO of MorphoSys AG (2011–2020), and earlier held senior finance and operating roles at Fresenius Kabi/Fresenius SE & Co. KGaA; he holds a diploma in Business Administration from the University of Münster (Germany). At Veracyte, he chairs the Audit Committee, serves on the Compensation Committee, and is designated an “Audit Committee Financial Expert,” reflecting deep public-company finance, audit, and global healthcare experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioNTech SE | Chief Financial Officer | Jul 2021 – Present | Public-company CFO leading finance for global biotech |
| MorphoSys AG | Chief Financial Officer | 2011 – 2020 | Public-company CFO; capital markets and M&A experience |
| Fresenius SE & Co. KGaA / Fresenius Kabi AG / Fresenius Kabi Deutschland GmbH | Regional CFO EME (Kabi) and Managing Director (Kabi Deutschland); various roles | 1995–2011 | International operations, healthcare finance and operations leadership |
| Consulting (Frankfurt, London) | Consultant | Prior to Fresenius | Strategy/finance foundations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| InflaRx N.V. | Director (public) | 2018 – 2020 | Prior public company directorship |
| BioNTech SE | Chief Financial Officer | 2021 – Present | Executive role; not a board seat |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Holstein is independent .
- Committees and roles: Audit Committee Chair (financial expert); Compensation Committee member .
- Attendance: In 2024 the Board held 7 meetings and each director attended at least 80% of Board/committee meetings; independents meet in executive session regularly .
- Board structure: Independent Chair (Dr. Epstein); all committees are fully independent; majority voting standard; declassification to one-year terms by 2026 .
- Compensation Committee interlocks: In 2024 members included John Bishop (through June 12, 2024), Karin Eastham, Jens Holstein, and Brent Shafer; no Item 404 relationships were reported for committee members .
Fixed Compensation (Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $77,496 | $77,500 |
| Stock Awards ($) | $249,976 | $249,997 |
| Total ($) | $327,472 | $327,497 |
Director cash retainer framework:
- Board retainer: $50,000; Audit Chair: $20,000; Compensation Committee member: $7,500; Chair of Board premium: $50,000; other committee retainers as disclosed; paid quarterly and pro-rated .
- Director equity framework: Annual RSUs ≈ $250,000 grant-date value; vest in full by next annual meeting (or 1-year); initial new-director RSUs reduced from $500,000 to $250,000 beginning 2025; change-in-control vests director awards in full; annual six‑month service requirement removed in 2025; non-employee director annual cash+equity cap $750,000 ($1.5M first year) .
Performance Compensation (Director Equity Design)
| Item | Terms |
|---|---|
| Annual RSUs | Time-based RSUs to non-employee directors valued ≈ $250,000; vest fully on first anniversary or next annual meeting; accelerate on change in control . |
| Initial RSUs (new directors) | 2025 policy: initial grant ≈ $250,000 (down from $500,000 in 2024), prorated by months before annual meeting . |
| Limits | Annual cap of $750,000 in combined cash and equity per non-employee director; $1,500,000 in first year joining . |
Note: Director equity is time-based; no performance metrics are used for director equity awards .
Other Directorships & Interlocks
| Company | Relationship to VCYT | Potential Interlock/Transaction |
|---|---|---|
| BioNTech SE (CFO) | No disclosed related-party transactions with Veracyte | Company reports robust related-party standards; no Item 404 relationships reported for Holstein’s committee service in 2024 . |
| InflaRx N.V. (former director) | Prior board | Historical; no current interlock noted . |
Expertise & Qualifications
- Audit and financial expertise: Designated Audit Committee Financial Expert; extensive public-company CFO experience (BioNTech, MorphoSys) .
- Global enterprise and healthcare operations: Senior finance/operational roles across Europe, Middle East; Fresenius Kabi leadership .
- Capital markets/M&A: Multiple CFO tenures at listed biopharma/biotech; governance exposure across EU and US markets .
- Education: Diploma in Business Administration, University of Münster (Germany) .
Equity Ownership
| Metric (as of Mar 31, 2025 unless noted) | Amount |
|---|---|
| Beneficial Ownership – Total Shares (#) | 51,405 |
| % of Shares Outstanding | <1% (based on 78,306,356 shares outstanding) |
| Common Shares Held Directly (#) | 16,405 |
| Options Exercisable within 60 Days (#) | 35,000 |
| Outstanding Awards (options/RSUs) at Dec 31, 2024 (#) | 46,473 |
Ownership alignment and policies:
- Stock ownership guidelines: Non-employee directors required to hold 3x annual cash retainer; as of Dec 31, 2024, all non-employee directors and current executives were in compliance (newer hires have time to comply) .
- Hedging/pledging prohibited; robust clawback policy compliant with Nasdaq/SEC rules .
Governance Assessment
- Strengths: Independent, financially sophisticated Audit Chair with public-company CFO credentials; board affirms independence; strong attendance; independent Chair; comprehensive audit/ERM and compliance oversight; ownership guidelines and anti-hedging policy reinforce alignment; high say‑on‑pay support (95.2% in 2024), indicating positive investor sentiment toward pay practices .
- Potential watch items: Significant external executive role (CFO of BioNTech) entails time demands; however, no related‑party transactions or committee conflicts disclosed and board independence affirmed; committee workload/attendance thresholds met in 2024 .
- Compensation structure for directors is conservative and market‑standard (cash retainers+time‑based RSUs; no options; caps on director pay; RSU vesting acceleration on change in control consistent with market) .
Ancillary notes
- Section 16 compliance: Company reported several late Form 4s for certain insiders in 2023; Holstein was not listed among late filers in that disclosure .
- No related‑party transactions disclosed for directors/executives in 2024; company maintains formal approval policy via Audit Committee .