Frank Stokes
About Frank Stokes
Frank Stokes, age 55, is an independent director of Exagen Inc. (XGN) serving since June 2021 and currently chairs the Audit Committee; the Board has designated him an “audit committee financial expert.” He is Chief Financial Officer of Castle Biosciences (CSTL) (since December 2017), and previously served as CFO of Hammock Pharmaceuticals (2017) and as Managing Director in life sciences investment banking at Leerink, Robert W. Baird, and Wachovia Securities. He holds a B.S. in business administration, a J.D., and an M.B.A. from the University of North Carolina at Chapel Hill; the Board cites his financial expertise and diagnostics industry experience as qualifications for XGN’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Biosciences, Inc. (NASDAQ: CSTL) | Chief Financial Officer | Dec 2017 – present | Public company CFO; SEC certifications and filings |
| Hammock Pharmaceuticals, Inc. | Chief Financial Officer | Jan 2017 – Dec 2017 | Specialty pharma; women’s health/urology focus |
| Leerink Swann LLC (now Leerink Partners) | Managing Director, Investment Banking | May 2011 – Dec 2016 | Led Life Sciences, Tools & Diagnostics sector; M&A/financings |
| Robert W. Baird & Co. | Managing Director | Prior to Leerink (dates not specified) | Financial services; sector leadership |
| Wachovia Securities, LLC | Managing Director | Prior to Leerink/Baird (dates not specified) | Financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Castle Biosciences, Inc. | Chief Financial Officer | 2017–present | Active signatory on CSTL SEC filings (e.g., 8-K and 10-Q in Nov 2025) |
Board Governance
- Independence: The Board determined all directors other than CEO Aballi and Executive Chair Nova are independent; Stokes is listed as independent .
- Committee assignments and chair roles: Audit Committee (Chair); designated audit committee financial expert; committee members Hooker and Kim .
- Audit Committee remit: Oversees financial reporting, internal controls, auditor independence, related-party transactions, risk assessment (including cybersecurity), and ESG strategy; met four times in FY2024 .
- Attendance: Board held five regular meetings in FY2024; each director attended at least 75% of Board and committee meetings during their service period .
- Annual meeting attendance: Policy adopted in April 2024 requiring directors to make every effort to attend the annual meeting; all directors attended the 2024 annual meeting .
- Hedging policy: Company prohibits all hedging transactions involving XGN equity securities .
| Governance Metric (FY2024) | Value |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings | 4 |
| Director attendance threshold met | ≥75% for each director |
| Independence status (Stokes) | Independent; Audit Committee Financial Expert |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $62,000 |
| Option Awards (grant-date fair value) | $17,910 |
| Total | $79,910 |
| XGN Non‑Employee Director Compensation Program | Amount (USD) |
|---|---|
| Annual Board retainer | $50,000 |
| Incremental annual retainer – Board Chair | $20,000 |
| Committee chair retainers – Audit / Compensation / Nominating & Gov. | $12,000 / $10,000 / $9,000 |
| Committee member retainer – Audit / Compensation / Nominating & Gov. | $7,500 / $7,500 / $7,500 |
| Annual equity grant (non‑employee directors) | Stock option to purchase 9,000 shares (time‑based vesting) |
Note: Stokes’ $62,000 cash aligns with $50,000 base + $12,000 Audit Chair retainer under the program .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Annual grant size | Option to purchase 9,000 shares |
| Vesting schedule | Vests in full on earlier of 1‑year anniversary or next annual meeting; service‑based |
| Performance metrics | None disclosed for director equity; awards vest time‑based (no PSU/TSR metrics) |
| 2024 grant fair value (Stokes) | $17,910 (ASC 718) |
| Options outstanding (12/31/2024, Stokes) | 42,000 shares underlying options |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None disclosed in XGN proxy for Stokes | — | Biography lists executive roles, not other public company board seats |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; financial sophistication under Nasdaq rules .
- Diagnostics/life sciences industry experience: Executive experience as CFO at diagnostics companies; sector investment banking leadership (tools/diagnostics) .
- Education: B.S. in Business Administration; J.D.; M.B.A. (UNC Chapel Hill) .
Equity Ownership
| Ownership Detail (as of 4/15/2025) | Amount |
|---|---|
| Total beneficial ownership (number of shares) | 42,000 (<1%) |
| Common shares held | 33,000 |
| Options exercisable within 60 days | 9,000 |
| Options outstanding (12/31/2024) | 42,000 underlying options |
| Hedging policy | Hedging of XGN equity prohibited |
| Related‑party transactions | None >$120,000 since 1/1/2023 |
Governance Assessment
- Board effectiveness and oversight: Stokes chairs an active Audit Committee that met four times in FY2024 with remit spanning financial reporting, auditor independence, related‑party approvals, cybersecurity risk, and ESG oversight; he is designated a financial expert, supporting robust financial governance .
- Independence and attendance: He is independent and met overall attendance thresholds; company policy emphasizes annual meeting attendance and reported full director attendance in 2024, supporting engagement .
- Ownership alignment: Beneficial ownership is <1% (42,000 shares including 9,000 options exercisable within 60 days); annual director options are time‑based (no performance metrics), which aligns but offers limited pay‑for‑performance linkage versus PSUs .
- Conflicts/related parties: No related‑party transactions involving directors/officers since 1/1/2023; hedging of company stock is prohibited, reducing misalignment risk .
- Shareholder signals: 2025 Say‑on‑Pay passed with 8,599,414 votes for, 16,752 against, 9,575 abstentions (broker non‑votes 2,997,490), indicating broad support for compensation practices; auditor ratification also passed (11,532,748 for) .
RED FLAGS (none disclosed):
- No related‑party transactions reported for directors/officers since 1/1/2023 .
- No hedging permitted under policy .
- Section 16 compliance: Company disclosed two late Form 4 filings (Kahn and NMSIC) in FY2024; no late filings indicated for Stokes .
Considerations for investors:
- Dual role as public company CFO (CSTL) alongside XGN board service provides deep financial and diagnostics expertise; investors often weigh time commitments for executives serving on external boards, while noting strong audit leadership and independence at XGN .