Tom Miller
VERACYTEAbout Tom Miller
Tom Miller, Ph.D., is an independent director of Veracyte, appointed in September 2024. He is Co‑founder and CEO of Iambic Therapeutics (since 2020) and a former tenured professor at Caltech with 10+ years on faculty, over 140 peer‑reviewed publications/patents, and recognized for work at the nexus of AI, chemistry, and biology. He holds a B.S. in Chemistry & Mathematics from Texas A&M and a Ph.D. in Theoretical Chemistry from the University of Oxford. Age: 46; Director since: 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Institute of Technology (Caltech) | Professor (tenured) | Over 10 years (prior to 2020) | 140+ peer‑reviewed articles/patents; awards for research/entrepreneurial excellence |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Iambic Therapeutics | Co‑founder & Chief Executive Officer | Since 2020 | AI‑driven drug discovery platform (clinical‑stage biotech) |
Board Governance
- Independence: Board determined Dr. Miller is independent under Nasdaq rules; all board committees consist solely of independent directors .
- Committee assignments: Member, Regulatory & Compliance Committee (RCC). The RCC held four meetings in 2024 and oversees compliance with healthcare legal and regulatory requirements .
- Attendance: The Board held seven meetings in 2024; each director attended at least 80% of Board and applicable committee meetings .
- Board structure: Independent Chair (Dr. Robert Epstein); regular executive sessions of independent directors; board declassification completes in 2026, moving all directors to one‑year terms .
- 10b5‑1 plans: Certain directors and officers use Rule 10b5‑1 trading plans (not director‑specific) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $18,333 | Pro‑rated for partial year after September 2024 appointment |
| Annual Board Retainer (policy) | $50,000 | Increased from $40,000 in Feb 2024; paid quarterly |
| RCC Member Retainer (policy) | $5,000 | Annual cash retainer for committee members |
| Other committee retainer benchmarks (policy) | Audit: $10,000 member/$20,000 chair; Comp: $7,500 member/$15,000 chair; NCG: $5,000 member/$10,000 chair; Chair of Board: +$50,000; Lead Independent Director: +$25,000 (as needed) | For reference; all retainers pro‑rated for partial service |
Performance Compensation
| Equity Award | Grant Year | Shares Outstanding (12/31/2024) | Grant‑Date Fair Value | Vesting Schedule | Change‑of‑Control |
|---|---|---|---|---|---|
| Initial RSUs (on joining board) | 2024 | 16,507 | $499,997 | Initial RSUs vest one‑third annually over three years from grant; annual RSUs vest in full by next AGM (policy) | Non‑employee director awards fully accelerate upon a Corporate Transaction |
Notes:
- Director equity framework (2024 policy): Initial RSUs ≈ $500,000 at joining; annual RSUs ≈ $250,000 after AGM if served ≥6 months. In Feb 2025 the board reduced the initial grant to ≈$250,000 (pro‑rated to months served) and removed the six‑month service requirement for the annual grant; annual RSUs remain ≈$250,000 .
Other Directorships & Interlocks
| Company | Role | Public/Private | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed in Veracyte 2025 proxy | — | — | — | No other public company board roles listed for Dr. Miller in VCYT proxy |
Expertise & Qualifications
- AI/Technology: Board disclosures emphasize Dr. Miller’s expertise in AI, emerging technologies, and data analytics—an explicit fit with Veracyte’s innovation focus .
- Industry context: CEO of an AI‑powered biotech platform; prior academic leadership (tenured Caltech professor; extensive publication/patent record) .
- Governance/Regulatory: Member of Regulatory & Compliance Committee; RCC held four meetings in 2024 .
Equity Ownership
| Metric | As of Date | Amount |
|---|---|---|
| Beneficial ownership (common shares) | March 31, 2025 | 0 shares (shown as “—”; <1%) |
| Outstanding stock awards (options/RSUs) | December 31, 2024 | 16,507 shares subject to outstanding stock awards |
| Hedging/Pledging | Policy | Hedging and pledging of company stock prohibited for directors and employees |
| Ownership Guidelines | Policy | Non‑employee directors: 3× annual cash retainer; company states all non‑employee directors were in compliance as of Dec 31, 2024 |
Governance Assessment
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Strengths
- Independent director with specialized AI/technology expertise directly relevant to diagnostics innovation and data analytics .
- Serves on Regulatory & Compliance Committee, supporting oversight of healthcare compliance; RCC met four times in 2024 .
- Board governance is strong: independent Chair, all‑independent committees, majority voting standard, regular executive sessions, robust related‑party standards .
- Shareholder alignment safeguards: prohibitions on hedging/pledging; equity plan prohibits option repricing without shareholder approval and allows clawbacks; no excise tax gross‑ups .
- Say‑on‑pay support in 2024 was ~95.2%, indicating broad investor support for pay programs and governance framework .
-
Watch items
- Ownership alignment still building: 0 beneficially owned shares as of 3/31/2025; initial RSUs unvested (16,507 outstanding at 12/31/2024), with three‑year vesting schedule—monitor progression toward director ownership guideline over the five‑year compliance window .
- Potential conflicts: Dr. Miller is CEO of Iambic Therapeutics (biotech); Veracyte’s board determined him independent and disclosed no Item 404 related‑party transactions involving him—continue to monitor for future transactions and potential interlocks .
- Committee leadership: Member (not chair) status limits direct agenda control; engagement should be tracked via attendance (≥80% threshold met) and committee output .
-
Compensation structure signals
- Director pay skews to equity (initial RSUs), aligning with long‑term value creation; February 2025 policy reduced initial grant size (to ~$250k) suggesting measured dilution management while maintaining equity alignment .
- Non‑employee director awards fully accelerate on change‑of‑control—common market practice but can reduce retention through a transaction; mitigated by overall board independence and majority voting standards .
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