Item 5.02 Departure of Directors or Principal Officers; Election of Directors;


           Appointment of Principal Officers.

On April 22, 2020, the Board of Directors of Exact Sciences Corporation (the "Company") appointed Freda Lewis-Hall, M.D., DFAPA to serve as a Class II director until the 2020 Annual Meeting of Stockholders.

Dr. Lewis-Hall served as Chief Patient Officer and Executive Vice President of Pfizer Inc. (NYSE: PFE) from January 2019 to December 2019. She acted as a Senior Medical Advisor to the CEO until her retirement in March 2020. From 2009 to December 2019, Dr. Lewis-Hall served as Pfizer's Chief Medical Officer and Executive Vice President. Prior to joining Pfizer in 2009, Dr. Lewis-Hall held various senior leadership positions including Chief Medical Officer and Executive Vice President, Medicines Development at Vertex Pharmaceuticals, Inc., a biopharmaceutical company, from 2008 to 2009, and Senior Vice President, U.S. Pharmaceuticals, Medical Affairs for Bristol-Myers Squibb Co. from 2003 to 2008.

Dr. Lewis-Hall serves on the board of directors of SpringWorks Therapeutics, Inc. (NASDAQ: SWTX) and 1Life Healthcare, Inc. (NASDAQ: ONEM). From December 2014 to May 2017, she served on the board of directors of Tenet Healthcare Corporation (NYSE: THC). Dr. Lewis-Hall currently serves on the board of fellows of The Harvard School and the board of advisors of the Dell Medical School. She also serves as a member of the board of governors for the Patient-Centered Outcomes Research Institute. Dr. Lewis-Hall earned a B.A. in Natural Sciences from Johns Hopkins University and an M.D. from Howard University College of Medicine.

Dr. Lewis-Hall will receive compensation for her service as a director in accordance with the Company's Non-Employee Director Compensation Policy filed herewith as Exhibit 10.1 and incorporated herein by reference (the "Director Compensation Policy"). Pursuant to the Non-Employee Director Compensation Policy, in connection with her initial appointment to the Board of Directors, Dr. Lewis-Hall received a stock award valued at $375,000.

9.01. Financial Statements and Exhibits.






Exhibits

The following exhibit is filed herewith:





Exhibit No.                             Exhibit Description

   10.1           Non-Employee Director Compensation Policy dated April 22, 2020.

    104         Cover Page Interactive Data File (embedded within the Inline XBRL
                document)




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