Robert S. Epstein
VERACYTEAbout Robert S. Epstein
Independent Chair of Veracyte’s Board since 2015; age 70. Medical doctor with an M.S. in Preventive Medicine; former Chief Medical Officer and later President/Chief R&D Officer at Medco Health Solutions; currently a strategic consultant to life sciences companies. Recognized for expertise in reimbursement and FDA regulation and extensive public-company board experience, including Illumina and Fate Therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medco Health Solutions | Chief Medical Officer | 1997–2010 | Led medical policy and outcomes programs |
| Medco Health Solutions (Medco-UBC Division) | President; Chief R&D Officer | 2010–2012 | Oversaw R&D and division strategy |
| Strategic consulting | Consultant to life sciences companies | Since 2013 | Market access, reimbursement strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illumina, Inc. | Director | Since Nov 2012 | Public board chair experience; genomics industry |
| Fate Therapeutics, Inc. | Director | Since Mar 2014 | Biopharma governance |
| Aveo Pharmaceuticals, Inc. | Director (prior) | 2012–2014 | Prior public board service |
| Decipher Biosciences, Inc. | Chairman (prior) | 2019–2021 | Led board at prostate cancer test company |
Board Governance
- Current role: Independent Chair; chairs executive sessions and serves ex officio on all committees .
- Committee assignments: Chair, Nominating & Corporate Governance; members include Bhanji and Jones .
- Independence: Board determined Epstein is independent under Nasdaq rules; no relationships interfering with independent judgment .
- Attendance: Board met 7 times in 2024; each director attended at least 80% of Board and committee meetings .
- Board practices: Majority independent directors; only independent directors on all committees; majority voting standard; robust related-party standards; annual self-evaluations .
Fixed Compensation (Director)
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Annual Board retainer | 50,000 | Increased from $40,000 in Feb 2024 |
| Chair of the Board retainer | 50,000 | Increased from $40,000 in Feb 2024 |
| Nominating & Corporate Governance Chair retainer | 10,000 | Committee chair fee |
| Total 2024 cash fees (reported) | 110,000 | As disclosed in 2024 Director Compensation table |
Performance Compensation (Director Equity)
| Component | Grant Value ($) | Instrument | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual equity grant (2024) | 249,997 | RSUs | Vest in full on first anniversary of grant or at next Annual Meeting | RSU vesting accelerates in full |
| Reported 2024 totals | 249,997 | RSUs | As above | As above |
| Outstanding stock awards at 12/31/2024 | 71,473 | Options/stock awards | Balance as of year-end | — |
| Notes: 2024 director compensation (Epstein): cash $110,000; stock awards $249,997; total $359,997 . Initial grant policy for new directors in 2024 was $500,000 RSUs (three-year vest); reduced to $250,000 for new directors beginning in 2025; annual grants remained $250,000 . |
Other Directorships & Interlocks
| Company | Potential Interlock/Consideration |
|---|---|
| Illumina, Inc. | Veracyte’s CEO Stapley is a former Illumina executive; Board independence assessment found no relationships that interfere with independent judgment . |
| Decipher Biosciences | Epstein’s prior chairmanship (2019–2021); Veracyte’s Decipher Prostate is a core product; no Item 404 relationships were flagged for Compensation Committee members (Epstein is not on Comp Committee) and related-party approval policy is robust . |
Expertise & Qualifications
- Reimbursement/FDA expertise; outcomes research leadership; senior leadership in healthcare .
- Public board chair experience; diagnostics/life sciences familiarity .
- Education: B.S. Biomedical Science; M.D. (University of Michigan); M.S. Preventive Medicine (University of Maryland) .
Equity Ownership
| Holder | Shares Owned (#) | Exercisable Options (#) | Total Beneficial (#) | % Outstanding |
|---|---|---|---|---|
| Robert S. Epstein | 53,125 | 40,000 | 93,125 | <1% |
Additional alignment factors:
- Stock ownership guidelines: Non-employee directors required to hold 3x annual cash retainer; as of 12/31/2024, all non-employee directors and current executives in compliance (except recent hires with time remaining) .
- Hedging/pledging prohibited; no dividends on unvested equity; clawback policy adopted per SEC/Nasdaq .
Governance Assessment
- Strengths: Independent Chair with reimbursement/FDA expertise; robust governance (majority independent, independent committees, majority voting, executive sessions); strong director ownership guidelines and compliance; clear director pay structure with modest cash retainers and equity alignment .
- Attendance/Engagement: Meets minimum thresholds; chairs key governance committee and executive sessions, suggesting active oversight .
- Conflicts/Related-Party: Board determined no relationships that impair independence for Epstein; formal related-party approval policy; no Compensation Committee interlocks or Item 404 relationships disclosed for committee members (Epstein not on Comp Committee) .
- Compensation signals: Director cash fees increased in 2024 ($40k→$50k Board and Chair) while equity awards remained at $250k annually; new director initial grants reduced in 2025—suggests moderation in director equity dilution and disciplined pay governance .
- Shareholder sentiment: Company’s 2024 say-on-pay support ~95.2% indicates broad investor confidence in pay governance, indirectly supportive of board oversight .
RED FLAGS: None disclosed specific to Epstein around related-party transactions, hedging/pledging, or low attendance. Note the overlap with Illumina (external board service) and Veracyte’s product portfolio; however, the Board’s independence review found no interfering relationships, and related-party standards/policies are strong .