Katherine Stueland
About Katherine Stueland
Katherine Stueland is Chief Executive Officer and a Class II director of GeneDx Holdings Corp. (Nasdaq: WGS), serving since April 2022; she is 49 and holds a B.S. in English language and literature from Miami University of Ohio . Under her leadership, Q4 2024 revenues reached $95.3M with adjusted gross margin of 70% and adjusted net income of $16.8M, while exome/genome revenues grew 101% year-over-year; 2025 revenue guidance is $350–$360M with at least 30% exome/genome volume growth . The Board separates the roles of Chair and CEO (Jason Ryan as Chair), supporting oversight and mitigating dual-role concerns; Ms. Stueland is not independent due to her executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GeneDx, LLC (Legacy GeneDx) | President & CEO | Pre-April 2022 | Led operations pre-acquisition by GeneDx Holdings |
| Invitae Corporation | Chief Commercial Officer | 2016–2021 | Commercial leadership in genetic testing |
| Invitae Corporation | Head of Communications & Investor Relations | 2013–2016 | Helped Invitae transition from private to public company |
| Vivo Communications | Principal | 2013 | Corporate communications leadership |
| Dendreon Corporation | VP, Communications & Investor Relations | 2009–2012 | Investor relations in biotech |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rivkin Center (non-profit) | Board member (prior) | Not disclosed | Women’s cancer treatment/prevention advocacy |
Board Governance
- Board leadership structure separates CEO and Chair; Jason Ryan serves as non-executive Chair, and Ms. Stueland is CEO .
- Independence: all directors except Ms. Stueland and Mr. Ryan are independent; committee membership is fully independent .
- Committee roles: Ms. Stueland does not serve on Audit, Compensation, or Nominating & Governance committees; committee composition is shown below :
- Audit: Meister (Chair), Leproust, Pfenniger
- Compensation: Ruch (Chair), Casdin, Leproust
- Nominating & Governance: Leproust (Chair), Ruch, Casdin
- Stock ownership guidelines (adopted April 10, 2025): CEO 300% of base salary, other executives 100%, non-employee directors 300% of cash retainer; unvested time-based RSUs count, options and performance-based awards do not; compliance expected within 5 years .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $675,000 | $675,000 |
| Target Bonus (% of Salary) | 100% (per employment agreement) | 100% (per employment agreement) |
| Actual Bonus Paid | — | $950,000 (annual bonus $675,000 + supplemental $275,000) |
| Director Compensation (as a director) | $0 | $0 |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate objectives: revenue growth, gross margins, efficient cash usage; individual goals | Not disclosed | CEO: 100% of salary | $675,000 annual bonus + $275,000 supplemental payout | Paid post year-end per program |
| RSUs (Time-based) | Service-based only | N/A | N/A | Grant-date fair value $2,796,800 (2024) | Quarterly or annual installments; generally 4-year schedules |
| Performance RSUs (introduced March 2025) | Revenue and adjusted net income | Not disclosed | Not disclosed | Not disclosed | Terms introduced in 2025; vesting per award agreements |
Equity Ownership & Alignment
| Beneficial Ownership (as of April 15, 2025) | Shares | % Outstanding |
|---|---|---|
| Total beneficial ownership (CEO) | 92,848 (1,720 shares owned; 80,707 options exercisable within 60 days; 10,421 RSUs vesting within 60 days) | <1% |
- Outstanding equity awards (12/31/2024) for Ms. Stueland include unvested RSUs and options; vesting terms summarized below .
- Insider trading policy prohibits hedging and short sales; pledging is prohibited unless approved by the ITP Officer and consistent with company policy .
- Stock ownership guidelines: CEO must hold shares equal to 300% of base salary within five years; unvested time-based RSUs count; options and performance RSUs do not .
- Section 16(a) compliance: Form 4 filings for RSU grants were filed 359 days late for Ms. Stueland (March 28, 2025), a governance caution .
Outstanding Equity Awards and Vesting Schedules (CEO as of 12/31/2024)
| Grant Date | Instrument | Quantity | Exercise Price | Vesting Schedule | Market Value (12/31/2024) |
|---|---|---|---|---|---|
| 5/2/2022 | Stock Options (exercisable) | 67,255 | $72.60 | 1/4 on 4/29/2023 and 4/29/2024; 1/16 quarterly to 4/29/2026 | N/A |
| 5/2/2022 | Stock Options (unexercisable) | 40,355 | $72.60 | As above | N/A |
| 5/2/2022 | RSUs (unvested) | 23,244 | N/A | Quarterly over 4 years | $1,786,534 |
| 12/9/2022 | RSUs (unvested) | 52,372 | N/A | Quarterly over 4 years | $4,025,312 |
| 4/26/2023 | RSUs (unvested) | 168,750 | N/A | Quarterly over 4 years | $12,970,125 |
| 3/26/2024 | RSUs (unvested) | 320,000 | N/A | Quarterly installments each anniversary of grant | $24,595,200 |
Note: Market values based on closing price $76.86 on 12/31/2024 .
Employment Terms
| Provision | CEO Term |
|---|---|
| Employment | At-will; base salary $675,000; target bonus 100% of salary |
| Severance (non-CIC) | 24 months base salary continuation; 12 months health coverage; release required |
| Severance (CIC window) | 24 months base salary; lump sum 2x target annual bonus; 24 months health; accelerated vesting of outstanding equity; release required; CIC window from 3 months before engagement with counterparty to 12 months post-CIC |
| Clawback | Executive compensation recovery policy for restatements within prior 3 fiscal years |
| Hedging/Pledging | Hedging/short sales prohibited; pledging requires approval and policy compliance |
Compensation Committee Analysis
- Composition: Compensation Committee chaired by Joshua Ruch; members Eli Casdin and Emily Leproust; all independent and non-employees .
- Consultant: Aon plc engaged as independent compensation consultant to advise on peer group construction, pay framework, incentive design, and risk assessment; Committee determined Aon’s independence and lack of conflicts .
- CEO pay setting: CEO recuses herself from deliberations; Committee consults full Board on CEO goals and pay; CEO provides recommendations for other executives (Committee also relies on Aon analysis) .
Performance & Track Record
- Q4 2024: Revenues $95.3M; adjusted gross margin 70%; adjusted net income $16.8M; exome/genome revenues +101% YoY, with 20,000 tests and improved reimbursement rates ($3,500 per test after denials) .
- 2025 Outlook: Revenue $350–$360M; at least 30% exome/genome volume and revenue growth; maintain adjusted net income profitability each quarter and full year; adjusted gross margin guidance 65–67% .
Director Compensation (for context)
- 2024 non-employee director cash retainer $40,000; additional $40,000 for Chair; annual RSU grant valued at $338,480; committee retainers as disclosed .
- Updated policy (April 10, 2025): Cash retainer $50,000; annual RSU grant $240,000; new-director RSU $420,000 vesting over three years; total cap $750,000 annually ($1,000,000 in initial year) .
- Ms. Stueland, as CEO-director, received no director compensation .
Investment Implications
- Pay-for-performance alignment improving: Introduction of performance RSUs in 2025 tied to revenue and adjusted net income should strengthen incentive linkage; historically, equity was time-based RSUs with a substantial unvested overhang .
- Retention vs. selling pressure: Large unvested RSU tranches (e.g., 320,000 granted in 2024) vest quarterly and could create periodic selling pressure upon settlement; beneficial ownership remains <1%, suggesting limited “skin in the game” despite options/RSUs .
- Change-of-control economics: CEO’s CIC package (24 months base, 2x target bonus, full equity acceleration, 24 months health) indicates meaningful parachute cost that may affect M&A calculus; clawback policy and anti-hedging/pledging mitigate adverse alignment risks .
- Governance: Separation of Chair/CEO and fully independent committees are positives; however, late Section 16 filings for RSUs present a minor red flag on compliance rigor; stock ownership guidelines adopted in 2025 should increase long-term alignment (CEO target 300% base) .