Marc Stapley
VERACYTEAbout Marc Stapley
Marc Stapley, 55, has served as Veracyte’s CEO since June 1, 2021 and as a director since June 8, 2021. He previously was CEO of Helix (2019–2021), CFO/CAO/EVP at Illumina (2012–2019), and SVP Finance at Pfizer (2009–2012). He holds a B.Sc. (Honors) in Mathematics from the University of Reading (UK) . In 2024, Veracyte delivered 23% revenue growth to $445.8M, net income of $24.1M (up 132% YoY), 20% test volume growth, and $75.1M of operating cash flow, underpinning a 150% payout on the annual bonus scorecard (revenue and ending cash) . Veracyte’s TSR improved in 2024 (value of initial $100 investment to $141.83), after weaker 2022–2023 performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Helix, Inc. | Chief Executive Officer | 2019–2021 | Led genomics platform; board member since 2015 |
| Illumina, Inc. | CFO; CAO; EVP | 2012–2019 | Scaled global finance/admin; exec leadership in sequencing industry |
| Pfizer Inc. | SVP, Finance | 2009–2012 | Senior finance leadership at global pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Glaukos Corporation | Director | 2014–present | Ophthalmic medtech board experience |
| Helix, Inc. | Director | 2015–present | Genomics platform board member |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 625,000 | 650,000 | 675,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Cash Incentive ($) | 625,000 | 900,250 | 1,012,500 |
Notes:
- 2024 CEO base salary: $675,000; bonus target 100% of salary; actual payout at 150% of target based on scorecard achievement .
Performance Compensation
Annual Bonus Scorecard (2024)
| Metric | Weight | Threshold (75%) | Target (100%) | Max (150%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Total Revenue | 60% | $394M | $408M | $436M | $446M | 150% |
| Ending Cash Balance | 40% | $228M | $245M | $279M | $289M | 150% |
| Total | 100% | — | — | — | — | 150% |
CEO 2024 earned bonus: $1,012,500 (150% of $675,000 target) .
Long-Term Equity (structure and 2024 grants)
- Mix: 50% PSUs (revenue and cash balance over 2- and 3-year periods) and 50% RSUs; no options granted to NEOs beginning 2024 .
- 2024 CEO grants: 114,724 RSUs and 114,724 PSUs (target) .
- PSU measurement and vesting:
- 40% earned based on FY2024–FY2025 revenue and cash; vests approx. Dec 2, 2026 after certification .
- 60% earned based on FY2024–FY2026 revenue and cash; vests approx. Dec 2, 2027 after certification .
- Prior PSU outcomes:
- 2022 PSUs (3-yr to Dec 2024) earned at 118.8% and vested in Feb 2025 .
- 2023 PSUs 2-yr tranche (to Dec 2024) earned at 143.8% and vested in Feb 2025; 2025 tranche remains outstanding (unearned) .
CEO Pay Summary (Total Direct Compensation)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Cash Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 625,000 | 2,206,626 | 1,475,796 | 625,000 | 3,000 | 4,935,422 |
| 2023 | 650,000 | 3,703,968 | 1,927,416 | 900,250 | 3,000 | 7,184,634 |
| 2024 | 675,000 | 5,125,868 | — | 1,012,500 | 3,000 | 6,816,368 |
Say-on-pay support in 2024: 95.2% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 412,448 shares (includes 125,909 shares and options to purchase 286,539 shares exercisable within 60 days of Mar 31, 2025) . |
| % of shares outstanding | Less than 1% . |
| Stock ownership guidelines | CEO 3x base salary; executives and non-employee directors required; as of Dec 31, 2024, all current executive officers subject to the guidelines were in compliance, other than those hired in 2022 or later (Stapley hired 2021) . |
| Hedging/pledging | Prohibited; no hedging, shorting, or pledging allowed under Insider Trading Policy . |
| Rule 10b5-1 plans | Company discloses certain directors and executive officers have adopted 10b5-1 trading plans (individuals not specified) . |
Unvested Awards and Vesting Cadence (as of 12/31/2024)
- Unvested RSUs outstanding to CEO:
- 2021 grant: 5,851 RSUs; 2022 grant: 40,054 RSUs; 2023 grant: 88,791 RSUs; 2024 grant: 114,724 RSUs. RSUs vest 25% at year 1 then quarterly over 3 years (timing per grant; 2024 RSUs: 1/4 on Mar 2, 2025, then quarterly for 12 quarters) .
- PSUs:
- 2023 PSUs: remaining unearned 2025 tranche reflected at maximum in table; 2024 tranche earned at 143.8% and vested Feb 2025 .
- 2024 PSUs: 86,043 (40% tranche) and remaining tranche as noted; vesting dates approximately Dec 2, 2026 and Dec 2, 2027 subject to performance and continued service .
- Stock options (exercisable/unexercisable at 12/31/24) and exercise prices: 120,794/17,257 @ $36.60 (6/1/2031 expiry); 70,830/32,196 @ $26.02 (3/3/2032); 56,380/72,489 @ $23.73 (3/6/2033). Year-end stock price was $39.60, making these options in-the-money as of 12/31/24 .
Potential selling pressure watchpoints:
- Regular quarterly RSU vesting, plus 2024 RSU first cliff in Mar 2025; PSU tranches vest after certification in 2026/2027 (subject to performance). Trades may occur under 10b5-1 plans per policy disclosure .
Employment Terms
| Topic | CEO Terms |
|---|---|
| Employment agreement | Entered May 7, 2021 . |
| Severance (outside CIC) | 12 months salary continuation; pro-rated annual bonus based on actual corporate performance; up to 12 months COBRA . |
| Severance (during CIC period, double-trigger) | Lump sum 24 months salary; lump sum 200% of highest of (target bonus in CIC year, target bonus in termination year, or prior year actual); 100% acceleration of outstanding equity (PSUs at target unless award provides otherwise); up to 24 months COBRA . |
| Illustrative payout (CIC + qualifying termination, 12/31/24) | Cash $3,150,500; COBRA $77,938; accelerated vesting value $17,232,091; Total $20,460,529 (based on $39.60 share price) . |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted Apr 23, 2023; 3-year lookback for restatements . |
| Hedging/pledging | Prohibited . |
| Tax gross-ups | No excise tax gross-ups; best net after-tax approach may apply for 280G/4999 . |
| Non-compete/Non-solicit | Not specified in proxy; change-of-control and severance terms summarized above . |
Board Governance
- Role: CEO and director (not independent). Board has an independent Chair (Robert S. Epstein) and all committees are fully independent; CEO serves on no board committees .
- Director since: 2021; age 55 .
- Board structure: Declassification progressing; by 2026 all directors stand for one-year terms .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 80% of aggregate Board and committee meetings .
- Executive sessions: Independent directors hold regular executive sessions without management .
- Director compensation: Employees (including CEO) receive no director pay .
Director Compensation (Peer/Program Context)
- Non-employee director retainers (2024/2025): $50k Board; Chair +$50k; committee chairs/members additional as specified; annual RSUs ~$250k (initial grant $250k in 2025, reduced from $500k) with vesting and CIC acceleration .
- CEO receives no director compensation; officer pay disclosed in executive tables .
Compensation Committee and Peer Group
- Committee members (2024): Karin Eastham (Chair), Jens Holstein, Brent Shafer; independent; Aon engaged as independent consultant; committee found no conflicts .
- 2024 peer group (18 companies incl. TXG, ADPT, EXAS, NTRA, GH, MYGN, GKOS, etc.) spanning diagnostics/life sciences/healthcare equipment; Veracyte near 50th percentile for revenue and market cap at approval .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenue ($M) | 296.5 | 361.1 | 445.8 |
| Net Income ($M) | (36.6) | (74.4) | 24.1 |
| Operating Cash Flow ($M) | — | — | 75.1 |
| Test Volume | — | — | 152,750 (+20% YoY) |
| TSR (Value of $100) | 84.99 | 98.53 | 141.83 |
- 2024 highlights: revenue +23% YoY (driven by Decipher and Afirma), Level I evidence for Decipher in NCCN v1.2025, Medicare expansion for Afirma Bethesda V, cash and liquidity strengthened .
Compensation Structure Analysis
- Greater equity at risk: 2024 moved to 50/50 PSUs/RSUs for NEOs; options not granted since 2024, lowering risk profile vs options but increasing pay-for-performance via PSUs tied to multi-year revenue and cash targets .
- Annual bonus rigor: 2024 targets set at $408M revenue and $245M ending cash; actuals exceeded max thresholds, paying 150% (company-only metric, no individual modifier) .
- Clawback and governance: Robust clawback, no repricing without shareholder approval, no evergreen, no dividends on unvested awards, no excise tax gross-ups; double-trigger CIC .
- Say-on-pay support remains strong (95.2%), indicating investor alignment with program design .
Risk Indicators & Red Flags
- Repricing/underwater options: Prohibited without shareholder approval .
- Hedging/pledging: Prohibited (alignment positive) .
- Related party transactions: Policy in place; no specified related-party transactions involving Stapley disclosed for 2024+ .
- Pay leverage: 150% payout in 2024 due to outperformance on revenue/cash; monitor future target difficulty and disclosure (company withholds detailed PSU thresholds for competitive reasons) .
Equity Ownership & Vesting (Detail for Potential Selling Pressure)
| Category | Amount/Terms |
|---|---|
| Shares owned | 125,909 shares |
| Options exercisable within 60 days | 286,539 shares; exercise prices $23.73–$36.60; in-the-money vs $39.60 YE price |
| Unvested RSUs (select grants) | 5,851 (2021); 40,054 (2022); 88,791 (2023); 114,724 (2024), vesting quarterly after initial 1-year cliff per grant |
| PSUs (status) | 2022 3-yr earned at 118.8% (vested Feb 2025); 2023 2-yr earned at 143.8% (vested Feb 2025), 2025 tranche outstanding; 2024 PSUs split 40%/60% with vest dates ~Dec 2026/Dec 2027, subject to performance and service |
Board Governance (Dual-role Implications)
- Dual role: CEO + director, but not Chair; independent Chair (Dr. Epstein) mitigates concentration of power; all Board committees are independent-only .
- Independence: Stapley is not independent by Nasdaq definition as an employee; the remainder of the Board (excluding CEO) is independent .
Investment Implications
- Alignment: Strong pay-performance linkage, with 2024 bonus and multi-year PSUs tied to revenue growth and cash discipline; robust clawback, ownership guidelines, hedging/pledging prohibitions, and independent Chair reduce governance risk .
- Retention and overhang: Meaningful unvested RSUs/PSUs and double-trigger CIC economics support retention; options are in-the-money at YE 2024, potentially increasing realized comp; company-wide equity overhang and share reserve expansion were highlighted (burn rate and share availability) .
- Execution watch: 2024 outperformance (revenue, cash, profitability) drove max bonus; sustaining multi-year PSU goals (revenue and cash) through 2026 is key to long-term value creation; monitor disclosure of achieved PSU outcomes and any changes in target rigor .
- Trading signals: Quarterly RSU vesting and future PSU vestings (post-certification) could create periodic supply; trades may occur under 10b5-1 plans per policy; monitor Form 4 activity and vest calendars around Mar/Jun/Sep/Dec .
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