Chas McKhann
About Chas McKhann
Independent director of Exagen Inc. (Nasdaq: XGN) appointed July 17, 2025, serving as a Class III director with term expiring at the 2028 annual meeting. He brings 25+ years of life sciences/medtech leadership, including CEO roles that culminated in strategic exits to Boston Scientific. Education: B.A. (Political Science/Economics) and M.B.A., Stanford University. Committees: Compensation and Nominating & Corporate Governance. Determined independent under Nasdaq and SEC standards, including enhanced independence for Compensation and Nominating committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silk Road Medical, Inc. | President, CEO, and Board Member | Nov 2023 – Sep 2024 (acquired by Boston Scientific) | Led company to acquisition by Boston Scientific; company states “significant shareholder returns” resulted from these acquisitions . |
| Apollo Endosurgery, Inc. | President, CEO, and Board Member | Mar 2021 – Apr 4, 2023 (acquired by Boston Scientific) | Led company to acquisition by Boston Scientific . |
| ROX Medical, Inc. | Chief Commercial Officer | Oct 2017 – Dec 2018 | Commercial leadership . |
| Torax Medical, Inc. | Chief Commercial Officer | Jul 2016 – Apr 2017 (acquired by J&J in Apr 2017) | Commercial leadership through sale to J&J . |
| Intersect ENT, Inc. | Chief Commercial Officer | Jan 2015 – Jul 2016 | Commercial leadership . |
| Vernon Consulting, Inc. | Managing Director | Sep 2012 – Mar 2021 | Advisory leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Silk Road Medical, Inc. | Board Member (with CEO role) | Nov 2023 – Sep 2024 | Ended with acquisition by Boston Scientific . |
| Apollo Endosurgery, Inc. | Board Member (with CEO role) | Mar 2021 – Apr 4, 2023 | Ended with acquisition by Boston Scientific . |
Board Governance
- Status and tenure: Class III director appointed July 17, 2025; term through 2028 annual meeting .
- Independence: Board determined independent; meets enhanced independence criteria for Compensation and Nominating committees .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Board size: Increased from seven to eight members effective July 17, 2025 upon his appointment .
- Board leadership context: Exagen separates CEO and Executive Chairman roles; Executive Chairman leads the Board .
- Attendance policy: Directors required to make every effort to attend annual meetings; all directors attended the 2024 annual meeting (pre-dates Mr. McKhann’s appointment) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (cash) | $50,000 per year, paid quarterly in arrears, prorated for partial service . | |
| Committee retainers (member) | $7,500 per year per committee for Compensation; $7,500 per year for Nominating & Governance . | |
| Committee chair retainers | Not applicable to Mr. McKhann (not a chair); program rates: Audit $12,000; Compensation $10,000; Nominating & Governance $9,000 . | |
| Chairman of the Board incremental retainer | $20,000 (not applicable to Mr. McKhann) . |
Notes:
- Payments to affiliated directors may be remitted to affiliated entities per program; not applicable to Mr. McKhann as disclosed .
Performance Compensation
| Instrument | Grant/Eligibility | Vesting | Key Terms | Source |
|---|---|---|---|---|
| Initial RSU grant at appointment | 7,500 RSUs granted July 17, 2025 | Vests 25% on each anniversary of grant over four years, subject to continued service . | Service-based; standard director indemnification agreement executed . | |
| Annual stock option grant (ongoing eligibility) | Option to purchase 9,000 shares at each annual meeting while serving | Vests in full on earlier of 1-year anniversary of grant or next annual meeting; exercise price = FMV on grant date . | Change in Control: director equity awards vest in full immediately prior to a Change in Control . |
- Director compensation program effective date: July 15, 2025; cash/equity mechanics summarized above .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Silk Road Medical, Inc. | Public (at time of service) | President, CEO, Director (ended Sep 2024 via sale to Boston Scientific) | No disclosed related-party transactions with Exagen; independence affirmed . |
| Apollo Endosurgery, Inc. | Public (at time of service) | President, CEO, Director (ended Apr 4, 2023 via sale to Boston Scientific) | No disclosed related-party transactions with Exagen; independence affirmed . |
- The company disclosed no arrangements/understandings for his appointment and no Item 404(a) related-party transactions involving Mr. McKhann .
Expertise & Qualifications
- Strategic and commercial leadership in medtech, including multiple CCO roles and CEO-led exits to strategic acquirers .
- Education: B.A. (Political Science/Economics) and M.B.A., Stanford University .
Equity Ownership
| Item | Detail |
|---|---|
| Initial equity grant | 7,500 RSUs at appointment on July 17, 2025; four-year annual vesting (25% per anniversary), service-based . |
| Ongoing equity eligibility | Annual option for 9,000 shares at each annual meeting while serving; single-year vest schedule as noted . |
| Change-in-control treatment | All director awards vest in full immediately prior to a Change in Control . |
| Hedging policy | Company prohibits hedging of company equity by directors . |
Note: Beneficial ownership table as of April 15, 2025 does not include Mr. McKhann (appointed after that date) .
Governance Assessment
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Strengths for investor confidence:
- Independent status with immediate placement on key governance (Nominating) and incentive oversight (Compensation) committees .
- Compensation design aligns directors with shareholders via time-based RSUs and annual options; acceleration only at change-in-control, with clear vesting and no performance goal discretion for directors .
- No related-party transactions or appointment arrangements disclosed; standard indemnification agreement used .
- Company-wide hedging prohibition supports alignment .
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Watch items:
- Equity awards vest time-based rather than performance-based for directors; typical in U.S. practice but means director equity is not explicitly tied to TSR or operating metrics .
- Change-in-control full acceleration for directors is common but can be viewed as entrenchment-sensitive depending on broader governance preferences .
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RED FLAGS identified: None. Company expressly disclosed no Item 404 related-party transactions for Mr. McKhann; independence and committee-eligibility standards met; no hedging allowed .
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Signal read-through: Track record of leading companies to strategic acquisitions and commercial scale-up suggests a growth- and exit-oriented perspective that may inform XGN’s strategy evaluation, partnership, or BD posture over the medium term .