Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2020, upon recommendation of the Nominating and Corporate Governance
Committee of the Board of Directors (the "Board") of Exagen Inc. (the
"Company"), and pursuant to the bylaws of the Company, the Board approved an
increase in its authorized size from eight members to nine members and appointed
Ana Hooker to fill the vacancy created by such increase and serve as a Class II
director, with an initial term expiring at the Company's 2024 annual meeting of
stockholders. The increase and appointment were effective as of July 29, 2021.
Ana Hooker has served as the Senior Vice President, Operations of Exact Sciences
Corporation, a molecular diagnostics company, since July 2015. Ms. Hooker joined
Exact Sciences Corporation in March 2013 with a focus on opening a new clinical
laboratory in preparation for the launch of Cologuard. Prior to joining Exact
Sciences Corporation, Ms. Hooker was at ARUP Laboratories for 15 years. While at
ARUP Laboratories, Ms. Hooker held positions of increasing responsibility,
including Group Manager for the Divisions of Oncology and Genetics, Technical
Supervisor of the University of Utah Hospital Clinical Laboratories, Vice
President, Division Manager for genetics and Senior Vice President, Division
Manager for anatomic pathology, oncology and genetics. Ms. Hooker currently
serves on the boards of Big Brothers, Big Sisters of Dane County and the
Overture Center for the Arts. Ms. Hooker is also a member of the Latino
Professional Association (LPA), Clinical Laboratory Management Association
(CLMA), Association of Molecular Pathology (AMP), and the American Society of
Clinical Laboratory Science (ASCLS). Ms. Hooker earned a Bachelor of Science
from Kansas State University, a medical technologist degree from Hays Pathology
Laboratories, and an M.B.A. from Westminster College.
Pursuant to the Company's non-employee director compensation program, on the
effective date of Ms. Hooker's appointment to the Board, she was granted an
option to purchase 15,000 shares of the Company's common stock with an exercise
price equal to the fair market value of the common stock on the date of grant,
which will vest over three years in equal installments on each monthly
anniversary of the grant date, subject to her continuing service on the Board
through the applicable vesting date. Ms. Hooker will also receive cash
compensation for her service on the Board in accordance with the non-employee
director compensation program, which is filed as Exhibit 10.4 5 to the
Company's Annual Report on Form 10-K, filed with the SEC on March 16, 2021 and
is incorporated herein by reference. Ms. Hooker will enter into the Company's
standard indemnification agreement for directors, the form of which was filed as
Exhibit 10. 41 to the Company's Annual Report on Form 10-K, filed with
the SEC on March 16, 2021 and is incorporated herein by reference.
There is no arrangement or understanding between Ms. Hooker and any other person
pursuant to which Ms. Hooker was appointed as a director. Ms. Hooker is not a
party to any transaction that would require disclosure under Item 404(a) of
Regulation S-K promulgated under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended. The Board has determined that Ms.
Hooker is an independent director in accordance with the listing requirements of
the Nasdaq Global Market.
Item 8.01. Other Events.
On July 30, 2021, the Company issued a press release announcing the appointment
of Ms. Ana Hooker as a director, a copy of which is attached hereto as Exhibit
99.1, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated July 30, 2021
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