Ana Hooker
About Ana Hooker
Ana Hooker (age 59) is an independent Class II director of Exagen Inc. (XGN) serving since July 2021; she chairs the Nominating and Corporate Governance Committee and sits on the Audit Committee. She is Chief Laboratory Officer at Exact Sciences (EXAS) and previously held senior laboratory leadership roles at ARUP Laboratories. Education includes a B.S. in chemistry and biology (Kansas State University), a Medical Technologist degree (Hays Pathology Laboratories), and an MBA (Westminster College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exact Sciences (NASDAQ: EXAS) | Chief Laboratory Officer | Feb 2023–present | Senior executive overseeing CLIA lab operations |
| Exact Sciences | Senior leader focused on launching Cologuard clinical lab | Mar 2013–present (initial focus) | Launch-readiness leadership |
| ARUP Laboratories | Technical Supervisor, Group Manager (Oncology/Genetics), VP Division Manager (Genetics), SVP Division Manager (Anatomic Pathology/Oncology/Genetics) | Mar 1999–Dec 2014 | Progressive operational leadership across major lab divisions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Brothers Big Sisters of Dane County | Director | Jan 2016–present | Nonprofit governance |
| Overture Center for the Arts | Director | Oct 2017–present | Nonprofit governance |
| Latino Professional Association; Latino Corporate Directors Association; Association of Molecular Pathology | Member | Not disclosed | Professional affiliations |
Board Governance
- Independence: Board determined Hooker is independent under SEC/Nasdaq rules .
- Committees and roles: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Meetings and attendance: Board held five regular meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service period. All directors attended the 2024 Annual Meeting .
- Audit Committee activity: Met four times in FY2024; oversees financial reporting, internal controls, related-party review, cybersecurity; Hooker serves alongside Chair Frank Stokes and member Paul Kim .
- Nominating & Governance: Met twice in FY2024; oversees board composition, governance policy, and evaluation; chaired by Hooker .
- Hedging policy: Company prohibits hedging transactions in company equity .
Fixed Compensation (Director)
| Component | Policy/Amount | FY2024 Actual (Hooker) |
|---|---|---|
| Annual cash retainer (Board) | $50,000 per non-employee director | $65,458 cash fees |
| Committee member retainer (Audit) | $7,500 | Included in cash fees |
| Committee chair retainer (Nominating & Governance) | $9,000 | Included in cash fees |
| Meeting fees | Not applicable (retainers used) | Not disclosed |
Notes:
- The FY2024 total cash fees for Hooker were $65,458, consistent with the policy retainer plus committee roles (minor differences reflect prorating/timing) .
Performance Compensation (Director)
| Award Type | Grant Size/Value | Grant Date | Vesting | FY2024 Fair Value |
|---|---|---|---|---|
| Annual stock option grant (policy) | 9,000 options per year | Annual | Vests fully on earlier of 1-year anniversary or next annual meeting | Not applicable (policy) |
| Stock options (Hooker – FY2024) | Notional grant under program | 2024 | Per program vesting terms | $17,910 option award fair value |
Additional details:
- Outstanding option awards held by Hooker as of Dec 31, 2024: options to purchase 42,000 shares .
- Director equity grants are options; no PSUs/RSUs or performance metrics apply to director awards (director equity not performance-tied) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
| Exact Sciences | Public | Executive (not director) | Industry adjacency (molecular diagnostics); Board independence affirmed; no related-party transactions disclosed |
- Related-party transactions: Company reports none exceeding thresholds since Jan 1, 2023 involving directors or their immediate family members .
Expertise & Qualifications
- Domain expertise: Significant molecular diagnostics laboratory leadership, CLIA operations, and multi-divisional laboratory management .
- Governance skillset: Chair of Nominating & Governance; service on Audit Committee; contributes to board composition, governance policy, and risk oversight .
- Education: B.S. in chemistry and biology; Medical Technologist credential; MBA .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Ana Hooker | 33,000 | 9,000 | 42,000 | <1% |
Additional alignment factors:
- Hedging prohibited by policy; no pledging disclosures noted .
- Outstanding options held as of Dec 31, 2024: 42,000 (not all immediately exercisable) .
Insider Trades and Section 16 Compliance
| Person | Late Filings FY2024 | Notes |
|---|---|---|
| Ana Hooker | None reported | Company disclosed late Form 4s only for Scott Kahn and NMSIC; no exceptions listed for Hooker |
Governance Assessment
- Board independence and roles: Hooker is an independent director, Audit Committee member, and Nominating & Governance Chair—roles that enhance oversight of financial reporting, board composition, and conflicts .
- Attendance and engagement: Met the ≥75% attendance threshold across Board/committees; attended the 2024 Annual Meeting, indicating baseline engagement .
- Compensation alignment: Mix is modest cash retainer plus annual options, aligning director incentives with shareholder value without performance metrics; FY2024 director fees $65,458 and option grant fair value $17,910 .
- Ownership: Beneficial ownership <1% with 33,000 shares held and 9,000 options exercisable ≤60 days; moderate skin-in-the-game; hedging prohibited by policy .
- Conflicts/related parties: No related-party transactions disclosed; potential industry adjacency given executive role at Exact Sciences, but board independence affirmed and no transactions reported—monitor for competitive information flow risk; Nominating Committee oversight mitigant .
- RED FLAGS:
- Potential perceived conflict: Senior executive at a large molecular diagnostics company (Exact Sciences) while serving on Exagen’s board; while no related-party transactions are disclosed, investors should monitor for competitive sensitivity and information barriers .
- Limited disclosure on director stock ownership guidelines (not specified), which may reduce transparency on alignment targets .
Overall, Hooker’s governance profile reflects independence, strong diagnostics/lab operations expertise, and active committee leadership, with standard director compensation and no disclosed related-party transactions. Investors should remain attentive to competitive adjacency given her Exact Sciences executive role, even as policies and committee structures provide baseline safeguards .