John Aballi
About John Aballi
John Aballi (age 40 as of April 15, 2025) is President, Chief Executive Officer, and Director of Exagen Inc. (XGN), serving since October 16, 2022; he holds a B.S. in Biochemistry and Cell Biology, a B.A. in Economics (UC San Diego), and an MBA (California Baptist University) . Under his leadership, Exagen delivered 2024 revenue of $55.6M (up from $52.5M in 2023), improved adjusted EBITDA loss to $(10.1)M (from $(17.1)M), expanded full‑year gross margin to 59.5%, and reduced net loss to $(15.1)M (from $(23.7)M) . Total shareholder return (TSR) improved, with a $100 initial investment moving from $81.59 at 12/31/2023 to $168.10 at 12/31/2024 . The proxy also cites an operational turnaround with revenue growth and gross margin expansion while reducing operating expenses and cash burn under Aballi .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veracyte, Inc. (NASDAQ: VCYT) | SVP, GM Urology & CLIA COO | Apr 2021 – Oct 2022 | Expanded urology franchise to >$120M annual revenue; oversaw market access, billing, customer service, and four U.S. CLIA labs . |
| Decipher Biosciences, Inc. | SVP & COO | Aug 2018 – Mar 2021 | Helped transform Decipher to market leader in prostate cancer genomic testing; led operations across sales, quality, medical ops, software, assay dev., billing, managed care, and labs . |
| Molecular Stethoscope, Inc. | Head of Operations | Sep 2015 – Aug 2018 | Led operations for cell‑free RNA diagnostics development . |
| Genoptix, Inc. | Various senior roles | Jan 2007 – Sep 2015 | Senior operating roles in clinical oncology lab environment . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PFS Genomics Inc. | Board Member | Mar 2021 – May 2021 | Director at molecular diagnostics company focused on breast cancer signatures . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 525,000 | 525,000 |
| Discretionary Bonus ($) | 76,125 (paid Mar 2024) | — |
| Non‑Equity Incentive Plan Compensation ($) | 317,625 (plan payout) | 288,750 (plan payout) |
| Stock Awards ($, RSUs grant‑date fair value) | — | 353,500 |
| All Other Compensation ($) | 13,200 (401k match) | 17,250 (401k match) |
| Total ($) | 931,950 | 1,184,500 |
Notes:
- CEO base salary set at $525,000 in Employment Agreement (Oct 16, 2022) with 50% target bonus .
- 2024 base salaries disclosure reconfirms $525,000 for Aballi .
Performance Compensation
Annual Bonus Design and Outcomes
| Year | Metric | Weighting | Actual Performance vs Target |
|---|---|---|---|
| 2023 | Revenue | 20% | 115% of target |
| 2023 | Adjusted EBITDA | 20% | 145% of target |
| 2023 | Cash Balance | 20% | 135% of target |
| 2023 | TTM Average Sales Price (ASP) | 13.3% | 109% of target |
| 2023 | Cost of Sales | 13.3% | 93% of target |
| 2023 | Employee Turnover | 13.3% | 113% of target |
| 2024 | Revenue | 40% | 96% of target |
| 2024 | COGS | 12.5% | 99% of target |
| 2024 | TTM ASP | 12.5% | 114% of target |
| 2024 | Cash Balance | 25% | 126% of target |
| 2024 | Employee Turnover | 10% | 109% of target |
| Year | Target Bonus (% of Salary) | Target ($) | Actual Plan Payout ($) | Payout % of Target |
|---|---|---|---|---|
| 2023 | 50% | 262,500 | 317,625 | 121% |
| 2024 | 50% | 262,500 | 288,750 | 110% (implied from actual/target) |
- Discretionary element: $76,125 awarded for 2023 performance, paid March 2024 .
- RSU grants: 175,000 RSUs on Feb 20, 2024 for 2023 performance; 4‑year annual vesting 25% per year; grant‑date fair value $353,500 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 367,865 shares (2.0% of 18,002,329 outstanding as of Apr 15, 2025) . |
| Composition notes | “Consists of shares of Common Stock held by Mr. Aballi.” . |
| Unvested RSUs at 12/31/2024 | 175,000 (grant 10/16/2022) and 175,000 (grant 2/20/2024) . |
| Market value of unvested RSUs | $717,500 for each 175,000‑share award at $4.10/share on 12/31/2024 . |
| Shares vested in 2024 | 87,500 shares vested (value realized on vesting $236,250) . |
| Vesting cadence (key dates) | 10/16 (time‑based, 25% annually through 2026 for 2022 grant); 2/20 annually 2025–2028 for 2024 grant . |
| Hedging / pledging | Hedging prohibited by Insider Trading Compliance Policy; no explicit pledging disclosure noted . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in proxy (no guideline section identified). |
Implication: Large unvested RSU overhang (350,000 units at 12/31/2024) creates periodic unlocks around October 16 and February 20 that can influence insider selling windows and potential supply; however, the company’s policy restricts hedging; pledging is not specified .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Start | Appointed CEO and Director effective Oct 16, 2022 . |
| Base Salary | $525,000 per Employment Agreement . |
| Target Bonus | 50% of base salary, based on Compensation Committee metrics . |
| Initial Equity Award | RSU for 350,000 shares, vesting 25% annually starting first anniversary of 10/16/2022 (4‑year schedule) . |
| Term / Notice | Continues until terminated; either party can terminate with 30 days’ notice . |
| Severance Plan (Amended & Restated, 4/25/2022) | Tier 1 participant . |
| Non‑CIC Termination (without cause) | Cash severance = 75% of base salary (lump sum at day 30); pro‑rated actual‑performance bonus; up to 9 months COBRA subsidy . |
| CIC Double‑Trigger (within 12 months post‑CIC; without cause or for good reason) | Cash severance = 125% of base salary (lump sum at day 30); pro‑rated actual‑performance bonus; up to 15 months COBRA subsidy; full acceleration of time‑based equity . |
| 280G Treatment | Cutback to avoid excise tax if better after‑tax outcome; no gross‑ups noted . |
| Clawback | Not specifically disclosed in proxy (no separate clawback policy section identified) . |
Board Governance
- Role and tenure: Director since October 2022; Class III director nominated for re‑election in 2025 to term expiring at 2028 AGM .
- Independence and committees: As CEO, not independent; no committee assignments listed for Aballi. Independent directors chair Audit (Frank Stokes), Compensation (Bruce C. Robertson, Ph.D.), and Nominating & Governance (Ana Hooker) .
- Board structure: Staggered/classified board with three classes and removal only for cause by two‑thirds vote .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings (aggregate) .
- Director pay: Aballi received no additional compensation for Board service; only non‑employee directors receive retainer/option awards .
Dual‑role implications: CEO is not Chair; Exagen separates the roles with an Executive Chairman (Tina S. Nova, Ph.D.), and the CEO does not sit on Board committees, which mitigates concentration of power and preserves key committee independence .
Performance Compensation (Equity Detail)
| Grant | Grant Date | Shares | Vesting | Value Notes |
|---|---|---|---|---|
| Time‑based RSU | 10/16/2022 | 350,000 (initial grant) | 25% on each anniversary of 10/16/2022 over 4 years | 175,000 remained unvested at 12/31/2024; value $717,500 @ $4.10/share . |
| RSU (for 2023 performance) | 2/20/2024 | 175,000 | 25% annually on each anniversary (first vests 2/20/2025) | Grant‑date fair value $353,500 . |
| 2024 Equity Exercises/Vesting | 2024 | — | Vested 87,500 RSUs; value realized $236,250 | No options exercised; no new options in 2023–2024 . |
Track Record & Operating KPIs
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($000s) | 52,548 | 55,641 |
| Gross Margin (%) | — | 59.5 (FY) |
| Adjusted EBITDA ($000s) | (17,052) | (10,149) |
| Net Loss ($000s) | (23,689) | (15,115) |
| TSR ($ on $100 base) | 81.59 | 168.10 |
Management commentary underscores an ongoing operational turnaround with profitable revenue growth focus, margin expansion, and reduced cash burn; 2025 roadmap guides to positive adjusted EBITDA by 4Q25 .
Risk Indicators & Governance Practices
- Related‑party transactions: None since Jan 1, 2023 above disclosure thresholds (other than compensation/termination arrangements) .
- Hedging prohibited; insider trading preclearance applies to certain individuals; no explicit pledging policy disclosed .
- Options: No options granted to NEOs in 2023 or 2024; reduces repricing risk .
- Pay vs Performance disclosure: “Compensation Actually Paid” to PEO increased alongside TSR in 2024 due largely to stock price; no indication the Committee used the PvP table for pay decisions .
Compensation Committee & Peer Benchmarking
- Compensation Committee members: Bruce C. Robertson, Ph.D. (Chair), Scott D. Kahn, Ph.D., Paul Kim; all independent under Nasdaq; uses FW Cook as independent consultant; FW Cook provides peer compensation assessment .
Investment Implications
- Alignment: High equity exposure with 350,000 unvested RSUs at year‑end 2024 and 2.0% beneficial ownership (367,865 shares) aligns CEO with shareholder outcomes; hedging is prohibited, supporting alignment .
- Retention vs selling pressure: Four‑year, equal‑installment RSU schedules (anniversaries of 10/16 and 2/20) create predictable unlocks that can add episodic selling pressure; however, no pledging policy is disclosed and insider trading preclearance applies .
- Change‑of‑control economics: Double‑trigger CIC benefits (125% salary, pro‑rated bonus, 15 months COBRA, full time‑based equity acceleration) are moderate for a small‑cap diagnostics issuer; 280G cutback/no gross‑up reduces shareholder risk in a CIC .
- Pay‑for‑performance: Annual bonus metrics emphasize revenue, margin/COGS, pricing (ASP), cash, and people—consistent with turnaround priorities; payouts of 121% (2023) and ~110% (2024) correlate with improved TSR and financial progress .
- Governance: Separation of CEO/Chair, independent committee leadership, and absence of related‑party transactions are positive; staggered board persists, which may entrench but is typical at small caps .
Overall: Aballi’s package skews to time‑based RSUs with clear vesting cadences, reasonable CIC terms, and bonus metrics tied to revenue, cost discipline, ASP, cash, and retention. Execution improvements (revenue, gross margin, adj. EBITDA, TSR) support pay outcomes to date; investors should monitor quarterly vesting unlock windows, ongoing progress to 4Q25 positive adjusted EBITDA, and any future shift in equity mix or the introduction of performance‑based stock units to further strengthen alignment .