VERACYTE INC (VCYT)
Sector: Health Care
2026 Annual Meeting Analysis
VERACYTE INC · Meeting: June 10, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Stapley joined in 2021 and VCYT's 3-year total return of +42.4% outperforms the peer group median of +19.1% by +23.3 percentage points, well below the 65-point threshold needed to trigger a vote against; no overboarding, independence, attendance, or other flags apply.
Barr joined in August 2022 — just over 24 months ago — and VCYT's strong relative TSR versus peers does not trigger the underperformance threshold; no other policy flags apply.
Bhanji joined in March 2021 and VCYT's 3-year outperformance versus the peer group median (+23.3pp) does not meet the 65-point trigger; no overboarding (four public boards total, below the four-board threshold), attendance, or independence flags apply.
Eastham has served since 2012 and VCYT's 3-year TSR of +42.4% outperforms the peer group median by +23.3pp, far short of the 65pp threshold required to trigger a vote against a director where absolute TSR is strongly positive; no other flags apply.
Epstein has served since 2015 and VCYT's strong relative 3-year TSR versus peers (+23.3pp above median) does not meet the 65pp underperformance trigger; no overboarding, attendance, or independence issues are identified.
Holstein has served since 2020 and VCYT's 3-year relative TSR outperforms the peer group median by +23.3pp, well below the 65pp trigger threshold; he qualifies as an audit committee financial expert and no other flags apply.
Jones has served since 2008 and VCYT's 3-year TSR of +42.4% beats the peer group median by +23.3pp, far short of the 65pp threshold; no overboarding, attendance, or independence concerns are present.
Miller joined in September 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other policy flags are identified.
Shafer joined in September 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no overboarding or other flags are present.
All nine director nominees receive a FOR vote. VCYT's 3-year stock return of +42.4% exceeds the peer group median of +19.1% by +23.3 percentage points, well below the 65-point underperformance threshold required to trigger an against vote for directors where absolute TSR is strongly positive. The two newest directors (Miller, Shafer) joined in September 2024 and fall within the 24-month exemption. No overboarding, attendance, independence, or qualifications issues were identified across the slate.
Say on Pay
✓ FORCEO
Marc Stapley
Total Comp
$7,421,877
Prior Support
97.3%%
CEO Marc Stapley received total compensation of approximately $7.4 million in 2025, which is within a reasonable range for a CEO at a $2.6 billion healthcare/diagnostics company delivering 16% revenue growth, net income growth of 175%, and a 3-year stock return of +42.4% that outperforms the peer group median. The pay structure is well-designed: roughly 82% of CEO compensation is variable (equity awards and performance-based cash bonus), well above the 50-60% policy minimum, and the annual bonus is tied to objective financial metrics — testing revenue and adjusted EBITDA margin — that were independently verified to have been achieved at 118% of target. The company has strong governance safeguards including a Dodd-Frank-compliant clawback policy, no single-trigger change-in-control acceleration, no option repricing without shareholder approval, and 97.3% shareholder support for say-on-pay in the prior year, reflecting broad stakeholder confidence in the compensation program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
12 yrs
Audit Fees
$2,230,512
Non-Audit Fees
$0
Ernst & Young has audited Veracyte since 2014 (approximately 12 years), well below the 25-year tenure threshold that would raise independence concerns. All fees paid in 2025 were pure audit fees — there were zero non-audit, tax, or other fees — so the non-audit fee ratio is 0%, far below the 50% limit. EY is a Big 4 firm appropriate for a $2.6 billion company. No restatements or other concerns were identified.
Overall Assessment
This is a straightforward annual meeting ballot with no contested director elections, no stockholder proposals, and no significant governance red flags. All three standard management proposals — director elections, auditor ratification, and say-on-pay — receive FOR votes, supported by strong company financial performance, a well-structured pay program with high variable pay, clean auditor fee data, and a director slate with solid relevant experience and no overboarding or TSR underperformance concerns.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing