Richard Pfenniger Jr.
About Richard C. Pfenniger, Jr.
Independent director at GeneDx Holdings (WGS); age 69; director since April 2022. Former CEO/President and Chairman at Continucare; prior CEO/Vice Chair at Whitman Education Group; COO and earlier SVP–Legal Affairs & General Counsel at IVAX; previously in private legal practice. Currently serves on WGS’s Audit Committee; the Board deems him independent under Nasdaq rules. Background spans healthcare operations, legal, and governance, with current external public directorships in diagnostics and pharma.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continucare Corporation | Chief Executive Officer & President; Chairman of the Board | CEO/President 2003–2011; Chairman 2002–2011 | Led primary care physician/practice management services company; board leadership experience |
| Whitman Education Group, Inc. | Chief Executive Officer; Vice Chairman | 1997–2003 | Senior operating and board leadership in education services |
| IVAX Corporation | Chief Operating Officer; SVP–Legal Affairs & General Counsel | COO 1994–1997; SVP/GC 1989–1994 | Combined operational and legal leadership in pharmaceuticals |
| Private legal practice | Attorney | Prior to 1989 | Corporate/legal background preceding in-house roles |
External Roles
| Organization | Role | Public/Private | Committees (if disclosed) |
|---|---|---|---|
| OPKO Health, Inc. | Director | Public | Not disclosed in WGS proxy |
| Cocrystal Pharma, Inc. | Director | Public | Not disclosed in WGS proxy |
| Fluent, Inc. | Director | Public | Not disclosed in WGS proxy |
| Phillip & Patricia Frost Museum of Science | Vice Chairman; Executive Committee member | Non-profit | Executive Committee |
Board Governance
- Committee assignments: Audit Committee member; Audit is chaired by Keith Meister with members Emily Leproust and Richard C. Pfenniger, Jr. The Board determined all Audit members are independent and financially literate.
- Independence: The Board determined all directors except the CEO (Katherine Stueland) and Jason Ryan are independent under Nasdaq listing standards.
- Attendance and engagement: In 2024, the Board met 6 times; Audit met 4 times; Compensation met 5 times; Nominating & Governance met 4 times; each director attended at least 75% of meetings of the Board and committees on which they served. Independent directors typically meet in executive sessions alongside regular meetings.
- Annual meeting attendance: Company encourages attendance; only one director attended the 2024 annual meeting.
- Leadership structure: Separate Chair (Jason Ryan) and CEO (Katherine Stueland).
- Stock ownership guidelines: Adopted April 10, 2025—non-employee directors targeted at 300% of annual cash retainer within five years; includes directly owned shares and unvested time-based RSUs.
- Insider trading/hedging/pledging: Policy prohibits hedging and short sales; pledging only with approval.
- Related-party review: Audit Committee oversees and approves related-person transactions per written policy.
Fixed Compensation (Director)
| Year | Cash Retainer (Base + Committee) | Notes | Total Cash |
|---|---|---|---|
| 2024 | $50,000 | Non-employee director annual retainer $40,000 plus Audit Committee membership $10,000 | $50,000 |
| 2025 Policy | $50,000 (base) | New non-employee director policy effective Apr 10, 2025; committee retainers unchanged ($10k Audit member/$20k Audit chair; $7.5k Comp member/$15k Comp chair; $5k N&G member/$10k N&G chair) | Structure update, not individual payout |
Performance Compensation (Director Equity)
| Grant Year | Instrument | Quantity/Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 | RSUs | 12,924 | $338,480 | Vests on earlier of first anniversary or next annual meeting, subject to service |
- Outstanding director equity at 12/31/2024 (aggregate, not just 2024 grants): Options 13,598 unexercised; Unvested RSUs 13,842 (director-level disclosure).
Other Directorships & Interlocks
- Current public boards: OPKO Health (biopharma and diagnostics); Cocrystal Pharma (drug development); Fluent, Inc. (performance marketing).
- Interlocks/conflicts context:
- WGS had transactions with OPKO (TSA completed Oct 2023; diagnostic testing services with $1.3m cash received in 2024 and $3.1m in 2023). Pfenniger serves on OPKO’s board—this is a potential related-party nexus reviewed under WGS’s related-party policy and overseen by the Audit Committee.
- WGS also had significant purchases from Twist Bioscience ($10.5m in 2024; $3.4m in 2023), where fellow director Emily Leproust is CEO/chair; noted for broader board interlock awareness (not specific to Pfenniger).
- Governance controls: Related-party transactions require Audit Committee approval; policy in place since July 22, 2021.
Expertise & Qualifications
- Healthcare CEO/COO experience (Continucare; IVAX) and legal credentials (former SVP–Legal/GC; private practice) relevant to compliance, risk, and operations.
- Financial literacy affirmed for Audit Committee members; Audit Committee oversees financial reporting, auditors, related-party transactions, and risk, including cybersecurity.
Equity Ownership
| Holder | Direct/Indirect Shares | Options Exercisable ≤60d | RSUs Vesting ≤60d | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Richard C. Pfenniger, Jr. | 27,664 | 13,598 | 918 | 42,180 | <1% (8) |
- Ownership guideline: 300% of annual cash retainer to be achieved within five years; includes unvested time-based RSUs; performance awards and options do not count. Compliance status for individual directors is not disclosed.
- Pledging/hedging: Prohibited absent approval (pledging) and prohibited (hedging/short sales) per policy.
Director Compensation (Actual 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Restricted Stock and Other Securities (Grant-Date Fair Value) | $338,480 |
| Total | $388,480 |
Governance Assessment
-
Strengths
- Independent director with extensive healthcare operating and legal experience; serves on Audit Committee where financial literacy is required.
- Attendance threshold met (≥75%) amid a regular cadence of Board/committee meetings, indicating engagement.
- Clear director ownership guidelines adopted in 2025 and robust insider trading/anti-hedging policy; Audit Committee supervises related-party review.
- 2025 director pay policy rebalanced to higher cash ($50k) but lower annual RSU grant value ($240k vs. $338k in 2024), potentially moderating equity dilution and aligning with market.
-
Watch items / RED FLAGS
- Related-party exposure: WGS conducts business with OPKO while Pfenniger sits on OPKO’s board—raises potential conflict perception; mitigated by formal related-party policy and Audit Committee oversight. Bold scrutiny warranted on transaction pricing/terms and recurring volumes.
- Low annual meeting attendance overall (only one director attended in 2024) may be viewed negatively by some governance-focused investors; company encourages attendance but lacks a formal policy.
- Broader board interlocks: Material purchases from Twist where another director is CEO/chair; emphasizes need for rigorous recusals and independent oversight on vendor selection.
-
Implications
- Pfenniger’s audit role and healthcare/legal background support board oversight credibility. However, OPKO ties create a perceived conflict channel that investors should monitor through disclosures and Audit Committee related-party reviews.