Scott Kahn
About Scott D. Kahn
Scott D. Kahn, Ph.D., age 65, is an independent Class I director of Exagen Inc. (XGN) who joined the board effective June 10, 2024; his term expires at the 2026 annual meeting . He holds a Ph.D. in Theoretical Organic Chemistry from UC Irvine, was a Fellow Commoner at Churchill College, University of Cambridge, and earned a B.S. in Chemistry from Rider College; he previously served as Illumina’s first Chief Information Officer and led informatics initiatives across genomics and healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LunaPBC, Inc. | Chief Information and Privacy Officer | Jan 2018 – Feb 2024 | Led informatics and data science strategy for LunaDNA platform . |
| Helmsley Charitable Trust | Advisor on data privacy and sharing | Apr 2017 – Dec 2021 | Developed biomedical data privacy and sharing policies globally . |
| Illumina, Inc. | First Chief Information Officer; Enterprise Informatics leader | ~11 years | Organized Genome Informatics Alliance for 5 years to advance NGS thought leadership . |
| Accelrys (scientific software) | SVP, GM, Chief Science Officer | Prior to Illumina | Senior leadership across scientific software (press release) . |
| University of Illinois | Assistant Professor of Organic Chemistry | Early career | Academic appointment prior to industry roles (press release) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rady Children’s Institute of Genomic Medicine | Director | Since Jan 2019 | Nonprofit board focused on neonatal/pediatric rare disease genomics . |
| Blue Circle Health | Chairman of the Board | Since Dec 2021 | Nonprofit offering virtual care for adults with Type 1 diabetes . |
| Rady Children’s Hospital | Board position | Not dated | Noted in company press release . |
- Interlock note: Director Tina S. Nova also serves on the Rady Children’s Institute of Genomic Medicine board, creating a nonprofit board interlock; no related-party transactions disclosed with Exagen .
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Independence: Board determined Kahn is independent under Nasdaq and SEC rules; enhanced independence for Nominating Committee confirmed .
- Attendance: In FY2024, the Board held 5 regular meetings; each director attended at least 75% of board and applicable committee meetings during their service period .
- Committee activity: Audit Committee met 4 times; Compensation Committee met 1 time; Nominating & Corporate Governance Committee met 2 times in FY2024 .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation | Member | 1 |
| Nominating & Corporate Governance | Member | 2 |
Additional governance:
- Standard director indemnification agreement entered upon appointment .
- Policy prohibiting hedging of company equity (zero-cost collars, forwards) applies to directors .
- FW Cook engaged as independent compensation consultant for executive and director pay .
Fixed Compensation
Program structure (non-employee directors):
| Cash Component | Amount ($) |
|---|---|
| Annual Board retainer | 50,000 |
| Chairman incremental retainer | 20,000 |
| Committee chair retainers (Audit/Comp/NomGov) | 12,000 / 10,000 / 9,000 |
| Committee member retainers (Audit/Comp/NomGov) | 7,500 / 7,500 / 7,500 |
Actual 2024 director compensation for Kahn (prorated for mid-year appointment):
| Year | Fees Earned/Paid in Cash ($) | Option Awards (Grant-Date Fair Value, $) | Total ($) |
|---|---|---|---|
| 2024 | 19,861 | 29,850 | 49,711 |
Performance Compensation
Equity awards granted on appointment and annually, with time-based vesting:
| Grant Date | Award Type | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 06/10/2024 | New Director Stock Option | 15,000 | 1.99 | Vests 1/36 monthly over 3 years beginning 07/10/2024 | 06/09/2034 |
| 06/10/2024 | Annual Director Stock Option | 9,000 | Fair market value on grant date | Fully vests on earlier of 1 year from grant or next annual meeting | Not specified |
Notes:
- As of 12/31/2024, Kahn had 15,000 options outstanding; the annual 9,000 option is program-eligible but not shown as outstanding in the year-end table .
- Equity awards are time-based (no disclosed revenue/EBITDA/TSR metrics) under the director program .
Other Directorships & Interlocks
| Company/Org | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Rady Children’s Institute of Genomic Medicine | Nonprofit | Director | Interlock with Tina S. Nova on same board; no related-party transactions disclosed at Exagen . |
| Blue Circle Health | Nonprofit | Chairman | No related-party transactions disclosed . |
| Rady Children’s Hospital | Nonprofit | Board position | No related-party transactions disclosed . |
Company disclosure: “No transactions” exceeding $120,000 with directors/related persons since 1/1/2023; Audit Committee oversees related person transaction policy .
Expertise & Qualifications
- Health data privacy and sharing policy expertise via Helmsley Charitable Trust work; governance-relevant for cyber/privacy risk oversight .
- Deep informatics leadership across genomics (Illumina CIO; Genome Informatics Alliance organizer) supporting committee work on compensation strategy for talent in data science and bioinformatics .
- Scientific and academic credentials (Ph.D., Cambridge fellowship) align with XGN’s diagnostic and genomics domain .
Equity Ownership
| Holder | Direct Shares | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding (18,002,329) |
|---|---|---|---|---|
| Scott D. Kahn, Ph.D. | 4,166 | 834 | 5,000 | <1% |
- Shares outstanding as of 04/15/2025: 18,002,329 .
- Hedging of company stock prohibited by policy; pledging not disclosed; no related-party transactions reported .
Insider Trades
| Filing | Date Filed | Transaction Date | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|---|
| Form 4 | 06/14/2024 | 06/10/2024 | Stock Option (right to buy) | 15,000 | $1.99 | New director option; vests monthly over 36 months; expires 06/09/2034 . |
| Form 4 | 06/12/2025 | Not shown | Not shown | Not shown | Not shown | Additional filing exists; details not summarized here . |
Governance Assessment
- Independence and committee engagement: Independent director on Compensation and Nominating committees; independence confirmed under Nasdaq/SEC rules, including enhanced independence criteria for Nominating .
- Attendance and oversight: Board and committee cadence appropriate; Kahn’s committees met in FY2024 (Compensation: 1; Nominating: 2); Board met 5 times, with directors ≥75% attendance, indicating engagement without attendance red flags .
- Pay structure alignment: Director pay uses cash retainers and primarily stock options with time-based vesting; program-standard grants (new director 15,000; annual 9,000) support ownership alignment while avoiding performance metric gaming; hedging prohibited .
- Signals from shareholder votes: 2025 say‑on‑pay advisory vote passed (8,599,414 For; 16,752 Against; 9,575 Abstentions); shareholders selected annual say‑on‑pay frequency (8,376,265 for 1 year), suggesting confidence in compensation governance .
- Conflicts and related-party risk: Company reports no related-party transactions with directors since 1/1/2023; Kahn is not party to transactions under Item 404(a); nonprofit interlock with Rady Institute alongside another director is noted but without disclosed company transactions (low immediate conflict risk) .
- RED FLAGS: None disclosed on low attendance, hedging/pledging, related‑party transactions, option repricing, or tax gross‑ups; company states no tax gross‑ups for NEOs and prohibits hedging .
Appendix: Committee Composition Snapshot (post-2024 appointments)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Scott D. Kahn, Ph.D. | Member | Member | |
| Frank Stokes (Chair) | Chair | ||
| Ana Hooker (Chair NomGov) | Member | Chair | |
| Paul Kim (Financial Expert) | Member | Member | |
| Bruce C. Robertson (Chair Comp) | Chair | Member |
Citations:
- Biography, education, roles, and independence:
- Committee meetings, attendance, hedging policy:
- Director compensation program and actual 2024 director pay:
- Security ownership table (shares and options) and related party policies:
- Shareholder vote outcomes (say‑on‑pay and frequency):
- Insider Form 4 details: