Tina Nova
About Tina S. Nova, Ph.D.
Executive Chairman of the Board at Exagen (XGN). Age 71 as of April 15, 2025; director since July 2019; became Executive Chairman in June 2023. Prior roles include CEO/President posts across diagnostics and genomics; Ph.D. in biochemistry (UC Riverside) with postdoc at NYU School of Medicine; B.S. in biological sciences (UC Irvine). The Board classifies Dr. Nova as not independent; she is not counted among executive officers and serves in a non-employee Executive Chairman capacity with a dedicated retainer .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Veracyte (VCYT) | President, U.S. CLIA business | Mar 2021 – Sep 2023 | Retired Sep 2023 |
| Genoptix | CEO & President | Mar 2000 – Feb 2021 (continued post-acquisition by Novartis until Apr 2014) | Led oncology diagnostics; exited via sale to Novartis |
| Decipher Biosciences | CEO & President | Aug 2018 – Mar 2021 | Genomic tests for urological cancers |
| Molecular Stethoscope | CEO & President | Sep 2015 – Jul 2018 | Molecular diagnostics startup leadership |
| Illumina (ILMN) | EVP & GM, Oncology | Joined Apr 2014; EVP/GM Jul 2014 – Sep 2015 | Built oncology business unit |
External Roles
| Organization | Type | Role | Tenure / Status |
|---|---|---|---|
| Azenta (AZTA) | Public | Director | Since Feb 2023 (current) |
| Rady Children’s Institute of Genomic Medicine | Nonprofit | Director | Since Jul 2016 (current) |
| Arena Pharmaceuticals | Public (acquired) | Director & Chairman | Sep 2004 – Mar 2022 (prior) |
| Veracyte (VCYT) | Public | Director | Nov 2015 – Feb 2021 (prior) |
| OpGen (OPGN) | Public | Director | Apr 2017 – Mar 2020 (prior) |
Board Governance
- Role: Executive Chairman; CEO and Chair roles are separated. Executive Chair provides guidance to CEO and presides over full Board meetings; structure reviewed periodically by Board .
- Independence: Board determined all directors except CEO John Aballi and Dr. Nova are independent; Dr. Nova is not independent .
- Committees: None; not listed on Audit, Compensation, or Nominating & Governance .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board activity: Five regular Board meetings in 2024 .
Fixed Compensation
| Component | Amount (USD) | Terms / Notes |
|---|---|---|
| Executive Chairman Cash Retainer (2024) | $100,000 | Annual cash retainer approved in lieu of standard director program retainers . |
| Option Awards (Grant-date fair value, 2024) | $26,865 | 13,500 options granted June 10, 2024; fully vest on June 10, 2025, subject to continued service . |
| Total (2024) | $126,865 | Sum of cash and option awards for 2024 director compensation . |
| Standard Non-Employee Director Retainers (reference) | $50,000 base; $20,000 Chair; Audit Chair $12,000; Comp Chair $10,000; N&G Chair $9,000; Committee member $7,500 | For benchmarking vs. Executive Chairman structure . |
Performance Compensation
- No performance-based director compensation disclosed for Dr. Nova; equity grants are time-vested, not performance-conditioned .
- No director cash bonus or performance metric linkage disclosed for directors; NEO bonus metrics do not apply to Dr. Nova’s director pay .
Other Directorships & Interlocks
| Entity | Category | Overlap / Interlock Relevance |
|---|---|---|
| Rady Children’s Institute of Genomic Medicine | Nonprofit | Dr. Nova and fellow XGN director Dr. Scott Kahn both serve as directors, indicating a network tie outside XGN . |
| Industry Overlap (Diagnostics/Genomics) | Sector | Current/past roles at Veracyte, Illumina, Genoptix, Decipher operate in adjacent diagnostics/genomics segments; no related-party transactions disclosed by XGN since Jan 1, 2023 . |
Expertise & Qualifications
- Deep operating leadership in diagnostics/genomics (CEO roles at Genoptix, Decipher; EVP/GM Oncology at Illumina; President of Veracyte U.S. CLIA) .
- Board leadership experience (Chair at Arena; current director at Azenta; prior director at Veracyte, OpGen) .
- Scientific credentials: Ph.D. in biochemistry (UC Riverside), postdoc NYU School of Medicine; B.S. UC Irvine .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common Shares Owned | 54,113 | Direct holdings . |
| Options Exercisable within 60 days (as of 4/15/2025) | 13,500 | Included in beneficial ownership calculation . |
| Total Beneficial Ownership | 67,613 | Shares + in-the-money/exercisable options within 60 days . |
| % of Outstanding Shares | <1% | As reported in Security Ownership table . |
| Outstanding Option Awards (12/31/2024) | 42,000 | Total outstanding options; separate from 60-day exercisable count . |
| Hedging/Pledging | Hedging prohibited; no pledging disclosure | Company policy prohibits hedging; no pledging disclosure specific to directors . |
Governance Assessment
-
Strengths:
- Separate CEO and Executive Chairman roles; clear delineation of management vs. board oversight .
- Strong domain expertise and network in diagnostics enhances strategic guidance and industry access .
- Adequate engagement: ≥75% attendance at Board/committee meetings; attended 2024 Annual Meeting .
- No related-party transactions reported involving Dr. Nova for 2023–2024; Section 16 compliance issues did not cite her .
-
Watch items:
- Not independent (Executive Chairman); increases reliance on independent committee chairs and the broader independent majority to maintain robust oversight .
- Industry interlocks: Shared nonprofit board with another XGN director (Kahn) and extensive sector ties; while no related-party transactions are disclosed, investors should monitor for potential perceived conflicts if counterparties overlap in the future .
- Compensation mix: Executive Chairman cash retainer ($100k) exceeds standard Chair increment under the director program ($20k on top of $50k base); ensure value received aligns with added responsibilities, and that equity remains primarily time-vested to align with shareholders .
No clawback provisions, ownership guidelines, pledging disclosures, or say-on-pay history specific to directors were disclosed in the proxy. No perquisites or tax gross-ups for directors are disclosed; the company generally does not provide tax gross-ups and prohibits hedging .