Bruce Robertson
About Bruce C. Robertson, Ph.D.
Independent director of Exagen Inc. since July 2019; age 62 as of April 15, 2025. Managing Director at H.I.G. Capital since October 2005; previously Managing Director at Toucan Capital (Dec 2003–Sep 2005). Education: B.S.E. in chemical engineering and B.A. in mathematics (University of Pennsylvania), M.B.A. (Harvard Business School), and Ph.D. in chemical engineering (University of Delaware). The Board cites his medical/research background and extensive investing experience in medical technologies as core credentials .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| H.I.G. Capital, LLC | Managing Director | Oct 2005–Present | Global private equity and investment firm |
| Toucan Capital | Managing Director | Dec 2003–Sep 2005 | Early-stage venture capital firm |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Augmedics, Inc. | Director | Since Mar 2021 | Not disclosed | Medical device; board service current |
| CardioFocus, Inc. | Director | Since Apr 2016 | Not disclosed | Board service current |
| Zerigo Health, Inc. | Director | Since May 2021 | Not disclosed | Board service current |
| Clarus Therapeutics, Inc. | Director (prior) | Nov 2007–Sep 2021 | Not disclosed | Prior board service |
| Iconic Therapeutics, Inc. | Director (prior) | Apr 2014–Jul 2022 | Not disclosed | Prior board service |
| RxSight, Inc. | Director (prior) | Jun 2015–Jul 2021 | Public (NASDAQ: RXST) | Prior board service |
| Apollo Endosurgery, Inc. | Director (prior) | Sep 2017–Feb 2022 | Not disclosed | Prior board service |
Board Governance
- Committee memberships (2025 slate): Compensation Committee Chair; Nominating and Corporate Governance Committee member .
- Independence: Board determined Robertson is independent under Nasdaq rules; all directors except the CEO (Aballi) and Executive Chair (Nova) are independent .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; Board held five regular meetings . All directors attended the 2024 Annual Meeting; policy expects attendance at annual meetings .
- Compensation Committee operations: Engaged FW Cook as independent compensation consultant; committee met once in 2024; all members determined independent and non‑employee directors .
| Committee | Role | 2024 Meeting Count | Independence Status |
|---|---|---|---|
| Compensation | Chair | 1 | Committee members independent; non‑employee directors |
| Nominating & Corporate Governance | Member | — | Board majority independent; committee manages independence risks |
Fixed Compensation
Director compensation program (non‑employee directors):
| Cash Compensation | Amount ($) |
|---|---|
| Non‑Employee Director annual retainer | 50,000 |
| Incremental annual retainer for the Chairman of the Board | 20,000 |
| Committee Chair incremental annual retainer – Audit | 12,000 |
| Committee Chair incremental annual retainer – Compensation | 10,000 |
| Committee Chair incremental annual retainer – Nominating & Governance | 9,000 |
| Committee member incremental annual retainer – Audit | 7,500 |
| Committee member incremental annual retainer – Compensation | 7,500 |
| Committee member incremental annual retainer – Nominating & Governance | 7,500 |
Bruce Robertson – reported director compensation:
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 33,750 | — |
| Option Awards ($) | — | — |
| Total ($) | 33,750 | — |
- Note: Company states that cash compensation payable to directors affiliated with H.I.G. Capital is paid to H.I.G. Capital, LLC .
Performance Compensation
Director equity program design:
| Element | Term |
|---|---|
| Annual stock option grant (non‑employee directors) | 9,000 shares; vests in full on earlier of one-year anniversary or next annual meeting, subject to continued service |
| New non‑employee director initial option grant | 15,000 shares; vests 1/36 monthly over 3 years, subject to continued service |
Performance metrics tied to director compensation:
| Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/ESG performance metrics | No | Director pay consists of fixed retainers and time‑vested options; no performance‑conditioned metrics disclosed |
Outstanding options (as of Dec 31, 2024):
| Director | Options Outstanding |
|---|---|
| Bruce C. Robertson, Ph.D. | 0 |
Other Directorships & Interlocks
- Major shareholder affiliation: H.I.G. Bio‑Exagen, L.P. holds 1,696,252 shares (9.4%). Robertson, as Managing Director of H.I.G. Capital, may be deemed to share voting and investment control and indirect beneficial ownership with respect to shares held by H.I.G. Bio‑Exagen, L.P. .
- Current roles: Augmedics (since 2021), CardioFocus (since 2016), Zerigo Health (since 2021) .
- Prior public company board service includes RxSight (NASDAQ: RXST) .
Expertise & Qualifications
- Education: B.S.E. & B.A. (University of Pennsylvania), M.B.A. (Harvard Business School), Ph.D. (University of Delaware) .
- Board qualifications: Medical/research background; extensive investing experience in medical technologies; Board explicitly cites these as qualifications .
- Committee leadership: Compensation Committee Chair, matching finance/compensation oversight expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bruce C. Robertson, Ph.D. | 1,696,252 | 9.4% | Includes shares that may be deemed beneficially owned via H.I.G. Bio‑Exagen, L.P.; 18,002,329 shares outstanding as of Apr 15, 2025 |
| Options exercisable within 60 days (Robertson) | 0 | — | No options reported as exercisable within 60 days |
- Hedging/pledging: Company prohibits all hedging transactions involving Exagen equity; pledging not discussed in proxy .
Insider Trading Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (FY 2024) | Compliant for directors, with exceptions noted for Dr. Kahn and NMSIC; no exception for Robertson | Company disclosed late Form 4s for Dr. Kahn and NMSIC only |
Governance Assessment
-
Strengths
- Independent director; Board majority independent; committee independence affirmed .
- Compensation Committee engages independent consultant FW Cook; structured charter; annual reviews; met in 2024 .
- Attendance: Board held five meetings in 2024; each director met ≥75% attendance; all attended 2024 Annual Meeting; policy requires efforts to attend .
- Insider policy prohibits hedging; equity grant timing safeguards around MNPI .
-
Watch items / RED FLAGS
- Potential conflict: Major shareholder affiliation and influence. Robertson is MD at H.I.G. Capital; H.I.G. Bio‑Exagen, L.P. owns 9.4% and he may share voting/investment control. He also chairs the Compensation Committee—this concentration of influence merits monitoring for pay decisions and minority shareholder alignment even though the Board deems him independent under Nasdaq rules .
- Director compensation alignment: No individual cash or option awards reported for Robertson in 2024, and his outstanding options were 0 at year‑end; while fees for H.I.G.-affiliated directors are paid to H.I.G., the absence of individual equity may reduce direct “skin‑in‑the‑game” at the director level. Monitor for ongoing alignment and disclosure rationale .
-
Related‑party transactions: Company reports none ≥$120,000 since Jan 1, 2023; policy requires Audit Committee review of any related‑person transactions .
Board Governance Detail
| Attribute | Disclosure |
|---|---|
| Board classification | 3 classes; staggered three‑year terms; Robertson nominated as Class III (term to expire 2028 if re‑elected) |
| Removal standard | Directors may be removed only for cause by ≥2/3 voting power |
| Lead structure | Separate Executive Chair and CEO roles |
Fixed Compensation – Program Summary and Notes
- Cash retainers and committee fees as listed above; cash paid quarterly in arrears; prorated for partial quarters; fees for H.I.G.-affiliated directors paid to H.I.G. Capital, LLC .
- Annual director options: 9,000 shares with time‑based vesting; new director grants 15,000 shares with monthly vesting; Executive Chair has separate grant history (not applicable to Robertson) .
Performance Compensation – Metrics
- No performance-conditioned metrics (e.g., revenue, EBITDA, TSR) are disclosed for director compensation; director equity is time‑vested options .