Muna Bhanji

About Muna Bhanji

Muna Bhanji, R.Ph., age 62, has served on Veracyte’s board since March 2021. She is Founder and President of TIBA Global Access LLC, and previously spent 34 years at Merck in senior U.S. and global commercial roles, culminating as SVP, Global Market Access & Policy through December 2020. She holds a Bachelor of Pharmacy (Rutgers) and an MBA (St. Joseph’s University). She is an independent director and currently serves on Veracyte’s Nominating & Corporate Governance and Regulatory & Compliance committees .

Past Roles

External Roles

Board Governance

• Independence: Board determined Bhanji (and all committee members) are independent under Nasdaq and SEC standards; no relationships exist that would interfere with independent judgment .
• Committee assignments: Member, Nominating & Corporate Governance; Member, Regulatory & Compliance. Chairs are Robert S. Epstein (N&G) and Evan Jones (Regulatory & Compliance) .
• Attendance: Board held seven meetings in 2024; each director attended at least 80% of Board and committee meetings; independent directors hold regular executive sessions .
• Board structure: Declassification in progress; all directors stand for annual one-year terms beginning 2026; majority voting standard with resignation policy for failed elections .
• Governance practices: Robust related-party standards; stock ownership guidelines for non-employee directors; clawback policy compliant with SEC/Nasdaq; no hedging or pledging permitted .

Fixed Compensation

• Program structure (2024): Cash retainer $50,000 Board; committee member retainers $5,000 (N&G) and $5,000 (Regulatory & Compliance); chairs receive higher retainers (not applicable to Bhanji) .
• Actual 2024 director compensation: Fees earned $60,000; stock awards grant-date fair value $249,997; total $309,997 .

Notes:

• 2024 retainer increased from $40,000 to $50,000; Chair of Board increased from $40,000 to $50,000 .

Performance Compensation

• Equity award policy: RSU initial grant for new directors valued ~$500,000 in 2024; annual RSUs ~$250,000 after each Annual Meeting; vesting accelerates in full upon change in control .
• Program change (2025): Initial grant reduced to $250,000; annual equity retained at $250,000; initial grant prorated; six-month service requirement for annual grant removed .
• Director awards do not include performance-conditioned metrics (time-based RSUs); company caps non-employee director annual total compensation at $750,000 (first-year cap $1,500,000) under the plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Biopharma commercial leadership; U.S. reimbursement and global market access expertise aligns with Regulatory & Compliance and N&G oversight .
• Public board experience across multiple biopharma companies; global enterprise perspective .

Equity Ownership

Policy signals:

• Stock ownership guidelines apply to non-employee directors (specific multiples not disclosed) .
• No hedging or pledging permitted; clawback policy in place .

Governance Assessment

• Board effectiveness: Bhanji’s reimbursement and regulatory background is well-aligned with committee oversight responsibilities (Regulatory & Compliance; N&G), supporting compliance and ESG governance .
• Shareholder support signal: At the 2025 Annual Meeting, Bhanji received 59,556,296 “For” vs 9,588,360 “Against” (545,570 abstain), the highest “Against” among nominees, indicating elevated investor scrutiny relative to peers (e.g., Barr 319,707 “Against”; Holstein 468,451) — a potential red flag to monitor for overboarding or policy concerns .
• Compensation alignment: Director pay mix is balanced with modest cash ($60,000 actual) and equity (~$250,000 RSUs); 2025 reduction of initial RSU grant enhances pay restraint for new directors. Caps under the plan limit director compensation, and RSU acceleration on change-in-control is standard but should be assessed in context of transaction risk .
• Independence and conflicts: Board confirms independence; no Item 404 related-party transactions disclosed involving committee members; related-party approval processes are robust. No hedging/pledging and clawback policies are shareholder-friendly .

RED FLAGS

• Elevated “Against” votes in 2025 director election for Bhanji (9.6M) versus other nominees; warrants engagement on board commitments and investor concerns .
• Multiple concurrent public biopharma boards (Intellia, Cytokinetics, Ardelyx) may raise overboarding concerns for some investors; attendance met ≥80% threshold but continued monitoring advisable .

Appendix: Committee Roles and 2024 Meeting Cadence

Shareholder Votes and Say-on-Pay Context

Consultant independence: Aon engaged as independent compensation consultant for director pay benchmarking in 2024 .
Plan terms: Non-employee directors’ total compensation capped by plan; awards vesting accelerate upon change-in-control; no repricing without stockholder approval .

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