Leslie Trigg
About Leslie Trigg
Leslie Trigg, age 54, was appointed as an independent Class II director of Exact Sciences in April 2025. She is President, Chief Executive Officer, and Chair of Outset Medical, Inc., with 25+ years of healthcare and medical device leadership; she holds a B.S. in Communications from Northwestern University and an MBA from UC Berkeley Haas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus LLC | Executive in Residence | 2012–2014 | Strategic advisory in medtech investing |
| Lutonix, Inc. (acq. by C.R. Bard) | Executive Vice President | 2010–2012 | Cardiovascular device commercialization |
| AccessClosure, Inc. (acq. by Cardinal Health) | Chief Business Officer | 2006–2009 | Vascular closure market strategy |
| FoxHollow Technologies, Inc. (acq. by ev3/Covidien) | VP, Marketing | 2003–2006 | Medtech commercial leadership |
| Cytyc Corporation (acq. by Hologic) | Business Unit Director | 2001–2002 | Women’s health diagnostics |
| Pro-Duct Health, Inc. (acq. by Cytyc) | Director, Market Development | 2000–2001 | Breast cancer diagnostics |
| Guidant Corporation | Senior Product Manager | 1998–2000 | Device product management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Outset Medical, Inc. (Nasdaq: OM) | President & CEO; Chair | CEO 2014–Present; Chair 2022–Present | Current public company CEO/Chair |
| Medical Device Manufacturers Association (MDMA) | Chair, Board of Directors | 2022–Present | Industry advocacy leadership |
| Adaptive Biotechnologies (Nasdaq: ADPT) | Director | 2021–2023 | Prior public board service |
| Cardiovascular Systems, Inc. (Nasdaq: CSII) | Director | 2010–2017 | Prior public board service |
Board Governance
- Independence: The Board determined Trigg is independent under Nasdaq standards; all members of Audit & Finance, Human Capital, and Corporate Governance & Nominating committees are independent .
- Committee assignments: As of the 2025 proxy, Trigg is not listed on any standing committee (Audit & Finance, Corporate Governance & Nominating, Human Capital, Innovation, Technology & Pipeline); committee rosters exclude her .
- Tenure/class: Class II director since 2025 .
- Attendance context: The Board met nine times in 2024; all directors attended at least 75% of board/committee meetings (Trigg joined in 2025, so no 2024 attendance data) .
- Independent director executive sessions are led by the Lead Independent Director (James Doyle), with structured duties and regular sessions .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer – Director | $70,000 | Increased in 2024; payable in cash or stock at director election |
| Lead Independent Director cash retainer | $110,000 | Annual |
| Committee Chair – Audit & Finance | $25,000 | Annual |
| Committee Chair – Human Capital | $20,000 | Annual |
| Committee Chair – Corporate Governance & Nominating | $15,000 | Annual |
| Committee Chair – Innovation, Technology & Pipeline | $20,000 | Annual |
| Committee Member – Audit & Finance | $12,500 | Annual |
| Committee Member – Human Capital | $10,000 | Annual |
| Committee Member – Corporate Governance & Nominating | $7,500 | Annual |
| Committee Member – Innovation, Technology & Pipeline | $10,000 | Annual |
| ITPC special working meeting fee | $5,000 | Per full‑day, on‑site special session |
Performance Compensation
| Award Type | Value | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial director equity (RSUs or DSUs) | $375,000 | Upon initial appointment | 3 equal annual installments | Trigg received this initial stock award at appointment (Apr 29, 2025) |
| Annual director equity (RSUs or DSUs) | $300,000 | Each annual meeting for continuing directors | Earlier of 1‑year anniversary or next annual meeting | Value increased to $300k in 2024; Independent Chair receives additional $15k |
| Mid‑cycle pro rata cash/equity | Pro rata of annual amounts | Granted on date of next annual meeting | Equity is fully vested upon grant | Based on 30‑day average price or closing price, as specified |
| Annual limits (non‑employee directors) | $750,000; $1,500,000 in join year | Annual cap inclusive of cash+equity | N/A | Updated under 2025 Omnibus Plan, with board‑approved exceptions prohibited for recipient participation |
- Anti‑hedging, anti‑short sale, and anti‑pledging policies apply to directors; robust ownership guidelines and clawback framework highlighted in governance summary .
Other Directorships & Interlocks
| Company | Relationship to EXAS | Interlock/Conflict Indicators |
|---|---|---|
| Outset Medical (OM) | CEO/Chair (current) | No related‑party transactions >$120,000 disclosed for 2024; Board maintains a related‑person transaction approval policy |
| Adaptive Biotechnologies (ADPT) | Former director | Prior service only |
| Cardiovascular Systems (CSII) | Former director | Prior service only |
Related‑party transactions: The proxy states no transactions >$120,000 in 2024 involving directors/executives and immediate family members; Audit & Finance Committee oversees approval/ratification of any related‑person transactions under written policy .
Expertise & Qualifications
- Executive leadership; finance/corporate strategy/M&A; diagnostics/medical device; pipeline development/commercialization; governance expertise; global business perspective; risk management and regulatory insight derived from extensive industry roles .
Equity Ownership
| Holder | Shares Owned (Issued) | Shares Issuable within 60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Leslie Trigg | 972 | — | 972 | * (<1%) |
| Equity Status at 12/31/2024 | Unexercised Options | Unvested RSUs/Deferred Stock Units |
|---|---|---|
| Leslie Trigg | — | — |
- Initial appointment award: $375,000 in stock (RSUs/DSUs) granted Apr 29, 2025; vests over three years .
- Stock ownership guidelines: Directors must retain shares with “Stock Value” ≥ 5× annual retainer; as of Dec 31, 2024, all non‑employee directors were compliant or on track within phase‑in period for new appointees .
- Anti‑pledging: Company policy prohibits pledging and hedging of company stock .
Governance Assessment
-
Positives
- Independent director with deep medtech CEO experience and governance background; adds operational and commercialization expertise aligned with EXAS strategy .
- No related‑party transactions disclosed; robust related‑person transaction review policy; anti‑hedging/anti‑pledging policies bolster alignment with shareholders .
- Clear, market‑benchmarked director pay framework with equity emphasis and ownership guidelines (5× retainer) to promote long‑term alignment .
- Executive sessions led by Lead Independent Director; high board independence and independent committee composition support effective oversight .
-
Watch items / RED FLAGS
- Limited current EXAS share ownership (972 shares; <1%) at time of proxy; alignment expected to increase via initial $375k grant and ownership guideline phase‑in for new directors .
- No committee assignment disclosed for Trigg in the 2025 proxy; near‑term board influence may be limited until formal committee placement occurs .
- External time commitments as sitting CEO/Chair of OM; EXAS indicates firm limits on outside public company board service, mitigating overboarding risk, but continued monitoring is prudent .