Karin Eastham
VERACYTEAbout Karin Eastham
Independent director since 2012; age 75; CPA (inactive). Background includes senior operating and finance roles in life sciences (EVP/COO at Burnham Institute for Medical Research; CFO and Secretary at Diversa). Education: B.S. in Accounting and MBA from Indiana University. Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burnham Institute for Medical Research | Executive Vice President & Chief Operating Officer; Trustee | 2004–2008 | Senior operating leadership in biomedical research |
| Diversa Corporation | Senior Vice President, Chief Financial Officer & Secretary | 1999–2004 | Led finance; SEC reporting and governance |
| Various life sciences companies | Senior finance/operating roles | Prior to 1999 (not individually disclosed) | Life sciences operational and financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Personalis, Inc. | Director; Chair of the Board | Director since Sep 2019; Chair since May 2022 | Current public company role |
| Nektar Therapeutics | Director | Not specified (served) | Prior public company board |
| Geron Corporation | Director | Not specified (served) | Prior public company board |
| Illumina, Inc. | Director | 2004–2019 | Prior; relevant network with VCYT leadership |
| MorphoSys AG | Director | 2012–2017 | Prior |
| Amylin Pharmaceuticals, Inc. | Director | 2005–2012 | Prior |
| Genoptix, Inc. | Director | 2008–2011 | Prior |
| Tercica, Inc. | Director | 2003–2008 | Prior |
| Trius Therapeutics, Inc. | Director | 2007–2013 | Prior |
Board Governance
- Independence: Board-determined independent; all committees comprised only of independent directors .
- Attendance: Board held 7 meetings; each director attended ≥80% of aggregate Board and committee meetings in 2024 .
- Committee memberships and roles:
- Compensation Committee: Chair .
- Audit Committee: Member; Audit Committee Financial Expert designation .
- Committee meeting cadence (2024): Audit (7), Compensation (4; plus 3 written consents) .
- Board structure: Declassification in progress; majority voting standard; regular executive sessions of independent directors .
Fixed Compensation
| Component | Policy/Amount | Eastham 2024 Cash Fees | Notes |
|---|---|---|---|
| Board annual cash retainer | $50,000 | $50,000 | Increased from $40k in Feb 2024 |
| Compensation Chair fee | $15,000 | $15,000 | Chair role |
| Audit Committee member fee | $10,000 | $10,000 | Member fee |
| Total cash fees | Sum of above | $75,000 | Matches reported fees |
| Annual director equity grant | RSUs ~$250,000; vest full ~1 year post grant or next AGM; CoC full acceleration | Stock awards $249,997 | ASC 718 grant-date fair value |
Policy notes:
- No meeting fees disclosed; non-employee directors reimbursed reasonable expenses .
- Director equity cap: ≤$750,000 per year (or $1,500,000 in initial year) .
Performance Compensation
Directors do not receive performance-based cash or PSU awards; non-employee director equity is time-based RSUs.
| Item | Details |
|---|---|
| Equity instrument | RSUs; initial grant for new directors (2024 policy: ~$500,000; reduced to $250,000 beginning 2025 and prorated) |
| Vesting | Annual RSUs vest in full on first anniversary or at next Annual Meeting; initial grants vest 1/3 annually over 3 years |
| Change-in-control | RSU vesting accelerates in full for non-employee directors upon change in control |
| Performance metrics | None for director pay (PSUs and financial metrics apply to executives, not directors) |
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Current public company boards | Personalis (Chair) |
| Prior public boards | Illumina (2004–2019), MorphoSys (2012–2017), Amylin (2005–2012), Genoptix (2008–2011), Tercica (2003–2008), Trius (2007–2013); served at Nektar and Geron |
| Interlocks/relationships | Compensation Committee disclosed no Item 404 related-party relationships for 2024 members (including Eastham) . Related-party transaction approvals require Audit Committee consent per policy . |
| Network overlaps | Historical Illumina tie: Eastham formerly Illumina director; VCYT CEO Marc Stapley held executive roles at Illumina (CFO/CAO/EVP) . Not a current board interlock, but relevant network context. |
Expertise & Qualifications
- CPA (inactive); deep finance and audit experience; designated Audit Committee Financial Expert .
- Senior leadership in diagnostics/biopharma; extensive public board experience including chair roles .
- Governance oversight: Chairs Compensation Committee; experience with compensation structures and consultant engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 47,024; “<1%” | 7,024 common shares + 40,000 options exercisable within 60 days (footnote) |
| Outstanding options/awards at 12/31/2024 | 61,473 | Number of shares subject to outstanding options or stock awards |
| Ownership guidelines | 3x annual cash retainer for directors; compliance as of 12/31/2024 | |
| Hedging/pledging | Prohibited under Insider Trading Policy | |
| Rule 10b5‑1 plans | Directors may use Rule 10b5‑1 trading plans |
Insider Trades
| Date | Action | Shares | Note |
|---|---|---|---|
| Nov 5, 2025 | Sale | 9,674 | Form 4; under Rule 10b5-1 plan adopted Aug 20, 2024 |
| Jan 2, 2025 | Sale | 10,000 | Reported under Rule 10b5-1 plan adopted Aug 20, 2024 |
These transactions were executed pursuant to Rule 10b5‑1 plans; the company discloses general use of such plans by directors and officers .
Compensation Committee Analysis
- Composition and independence: Eastham (Chair), Jens Holstein, Brent Shafer; all independent .
- Consultant: Aon engaged for director and executive compensation market analysis; committee evaluated consultant independence; no conflicts of interest disclosed .
- Interlocks: None; no relationships requiring Item 404 disclosure among 2024 members .
- Governance safeguards: No option repricing without shareholder approval; no excise tax gross-ups; clawback policy applies to incentive comp; director equity caps in plan .
Related Party Transactions and Conflicts
- Policy: Any transaction >$120,000 involving directors/executives requires Audit Committee pre-approval; if an Audit Committee member is involved, disinterested Board members review .
- 2024 disclosures: Compensation Committee members (including Eastham) had no Item 404 relationships with the company .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: ~95.2% approval, indicating investor support for compensation design and alignment .
- Board maintains annual say‑on‑pay frequency recommendation .
Governance Assessment
- Strengths:
- Independence and committee leadership; Audit financial expert designation enhances oversight quality .
- Attendance and engagement (≥80% attendance) with active committee cadence .
- Conservative director comp structure with modest cash retainers and time-based RSUs; plan prohibits repricing and gross‑ups; clawback mechanisms in place .
- Ownership alignment through stock ownership guidelines; hedging/pledging prohibited .
- Potential risk indicators:
- Multiple external board commitments historically; current chair role at Personalis requires time balance (monitor attendance and engagement; 2024 attendance meets threshold) .
- RSU change‑in‑control acceleration for directors (standard but investors may scrutinize acceleration terms) .
- Insider sales under Rule 10b5‑1 plans in 2025 (typical diversification; continue monitoring trading patterns) .