DEF 14A of Exagen Inc.
Filed Apr 26, 2024 · FY20230001274737-24-000028
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors At the Annual Meeting, three (3) Class II directors are to be elected to hold office for three-year terms expiring at the Annual Meeting of Stockholders to be held in 2027 and until each such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), the Board has nominated Ana Hooker, Paul Kim and Frank Stokes for re-election as Class II directors at the Annual Meeting. Our Amended and Restated Certificate of Incorporation (the “Charter”) and Bylaws provide that the authorized number of directors shall be fixed from time to time exclusively by resolution adopted by the Board. As of the date hereof, we have nine (9) authorized directors on our Board. Between April 22, 2024 and April 23, 2024, Brian Birk, Wendy Johnson and Ebetual Pallares, Ph.D. notified the Board of each of their decisions to resign as members of the Board, including all committees thereof, effective as of the date of the Annual Meeting. On April 25, 2024, upon the recommendation of the Nominating Committee, and pursuant to the bylaws of the Company, the Board appointed, effective as of the date of the Annual Meeting, Scott D. Kahn, Ph.D., to serve as a Class I director. Immediately following such resignations and appointment, the size of the Board will be reduced to seven (7) members. As set forth in our Charter, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election, until such director's successor is elected and qualified or until such director's earlier death, resignation or removal. The following table summarizes the class, independence and committee membership of our director nominees and those directors whose terms will begin, or will not end, at the Annual Meeting:
Proposal 1 - Election of Directors
| Name | Age | Position | Independent | Committee Membership | | CLASS II DIRECTORS - Nominated for Re-election with a Term to Expire at the 2027 Annual Meeting | | | | | | Ana Hooker | 58 | Director | X | Audit, Nominating and Governance (Chair) | | Paul Kim | 56 | Director | X | Audit, Compensation | | Frank Stokes | 54 | Director | X | Audit (Chair) | | CLASS III DIRECTOR NOMINEES - Terms to Expire at the 2025 Annual Meeting | | | | | | John Aballi | 39 | President, Chief Executive Officer, and Director | | | | Bruce C. Robertson, Ph.D. | 61 | Director | X | Compensation (Chair), Nominating and Governance | | CLASS I DIRECTORS - Terms to Expire at the 2026 Annual Meeting | | | | | | Tina S. Nova, Ph.D. | 70 | Executive Chairman of the Board | | | | Scott D. Kahn, Ph.D. | 64 | Director | X | Compensation, Nominating and Governance |
Proposal 1 - Election of Directors
The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock entitled to vote in the election of directors. In the event any of the nominees should become unable to serve, or will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected. Each of our directors and director nominees brings to the Board significant leadership experience derived from their professional experience and service as executives or board members of other companies. The process undertaken by the Nominating and Corporate Governance Committee in recommending qualified director candidates is described below under "Board Diversity and Director Nomination Process." Certain individual qualifications and skills of our directors that contribute to the board of directors' effectiveness as a whole are described in the following paragraphs.
Information Regarding Directors
Information Regarding Directors The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director: Nominees for Election to the Board of Directors:
Class II Directors (Terms to Expire at the 2027 Annual Meeting, if Reelected)
Class II Directors (Terms to Expire at the 2027 Annual Meeting, if Reelected) Ana Hooker has served as a member of our Board since July 2021. Ms. Hooker has served as the Chief Laboratory Officer of Exact Sciences Corporation, a molecular diagnostics company, since February 2022. Ms. Hooker joined Exact Sciences Corporation in March 2013 with a focus on opening a new clinical laboratory in preparation for the launch of Cologuard. Prior to joining Exact Sciences Corporation, Ms. Hooker was at Associated Regional and University Pathologists, Inc. (“ARUP Laboratories”) for 15 years. While at ARUP Laboratories, Ms. Hooker held positions of increasing responsibility, including Group Manager for the Divisions of Oncology and Genetics, Technical Supervisor of the University of Utah Hospital Clinical Laboratories, Vice President, Division Manager for genetics and Senior Vice President, Division Manager for anatomic pathology, oncology and genetics. Ms. Hooker currently serves on the boards of directors of Big Brothers, Big Sisters of Dane County and the Overture Center for the Arts. Ms. Hooker is also a member of the Latino Professional Association, Latino Corporate Directors Association and the Association of Molecular Pathology. Ms. Hooker earned a Bachelor of Science from Kansas State University, a medical technologist degree from Hays Pathology Laboratories, and an M.B.A. from Westminster College. Ms. Hooker’s significant experience in molecular diagnostics contributed to our Board's conclusion that she should serve as a director of our Company. Paul Kim has served as a member of our Board since July 2023. Paul Kim has served as Chief Financial Officer of Fulgent Genetics, Inc. ("Fulgent") since January 2016. Prior to his service at Fulgent, Mr. Kim was retired from 2011 until 2015 and served as Chief Financial Officer of Cogent, Inc., a publicly traded biometric identification services and product company, from 2004 until 2011. Mr. Kim’s past experience also includes service as the Chief Financial Officer of JNI Corporation ("JNI"), a publicly traded storage area network technology company, from 2002 until 2003, as Vice President, Finance and Corporate Controller at JNI from October 1999 to August 2002 and as Vice President of Finance and Administration for Datafusion Inc., a privately held software development company, from 1998 until 1999. From April 1996 to January 1998, Mr. Kim was the Corporate Controller for Interlink Computer Sciences, Inc., a publicly traded enterprise software company. From 1990 to 1996, Mr. Kim worked for Coopers and Lybrand L.L.P., leaving as an audit manager. Mr. Kim received a B.A. in Economics from the University of California at Berkeley in 1989 and is a Certified Public Accountant. Frank Stokes has served as a member of our Board since June 2021. Mr. Stokes has served as the Chief Financial Officer of Castle Biosciences, Inc., a skin cancer diagnostics company, since December 2017. From January 2017 to December 2017, Mr. Stokes served as Chief Financial Officer of Hammock Pharmaceuticals, Inc., a specialty pharmaceutical company focused on the development and commercialization of women's health and urology products. From May 2011 to December 2016, Mr. Stokes served as a Managing Director of Leerink Swann LLC (now Leerink Partners LLC ("Leerink")). Mr. Stokes also held positions as a Managing Director at Robert W. Baird & Co. Incorporated and Wachovia Securities, LLC. While at Leerink and Robert W. Baird & Co., Mr. Stokes led the life sciences, tools and diagnostics sector investment banking efforts, and managed financings and mergers and acquisitions transactions. Mr. Stokes holds a B.S. degree in Business Administration and J.D. and M.B.A. degrees from the University of North Carolina at Chapel Hill. Mr. Stokes' financial expertise and executive experience and experience in the diagnostics and life sciences industries contributed to our Board's conclusion that he should serve as a director of our Company. Other Members of the Board of Directors:
Class III Directors (Terms to Expire at the 2025 Annual Meeting)
Class III Directors (Terms to Expire at the 2025 Annual Meeting) Bruce C. Robertson, Ph.D., has served as a member of our Board since July 2019. Since 2005, Dr. Robertson has served as Managing Director of H.I.G. Capital, LLC, a global private equity and investment firm. Dr. Robertson previously served as a Managing Director of Toucan Capital, an early-stage venture capital firm. Dr. Robertson serves as a member of the board of directors of Augmedics, Inc., a medical device company, and several other medical device companies, including Zerigo Health, Inc. and CardioFocus, Inc. Dr. Robertson holds a B.S.E. in Chemical Engineering and B.A. in Mathematics from the University of Pennsylvania, an M.B.A. from Harvard Business School, and a Ph.D. in Chemical Engineering from the University of Delaware. Dr. Robertson's medical and research background and his extensive experience as an investor in the medical technologies industry contributed to our Board's conclusion that he should serve as a director of our Company. John Aballi has served as President and Chief Executive Officer of the Company since October 2022. He most recently served as SVP, GM, Urology and Clinical Laboratory Improvement Amendments (“CLIA”) Chief Operating Officer for Veracyte, Inc. ("Veracyte"), a San Francisco based molecular diagnostic company. In this role, he maintained P&L responsibility for the business unit, ultimately expanding the urology franchise to over $120 million in annual revenue while maintaining responsibility for the company’s market access, billing, and customer service functions in addition to Veracyte’s four U.S.-based CLIA laboratories. Prior to this role, Mr. Aballi was a key member of the leadership team which transformed Decipher Biosciences, Inc. to the market leader in genomic testing for prostate cancer. From August 2018 to March 2021, Mr. Aballi served as the Senior Vice President and Chief Operating Officer of Decipher Biosciences, Inc. (“Decipher”), a biotechnology company focused on genomic tests for urological cancers. Mr. Aballi was responsible for all aspects of operations including sales, quality management, medical operations, customer service, software development, assay development, billing, managed care, and laboratory operations. Decipher was sold to Veracyte in March 2021 for $600 million. From September 2015 to August 2018, Mr. Aballi served as the Head of Operations at Molecular Stethoscope, Inc. ("Molecular Stethoscope"), a company developing cell-free RNA based diagnostics. Prior to joining Molecular Stethoscope, Mr. Aballi served in various senior roles at Genoptix, Inc. from January 2007 to September 2015. Mr. Aballi was a Board Member of PFS Genomics Inc. in San Diego, a molecular diagnostic company specializing in proprietary signature development in breast cancer, which was acquired by Exact Sciences Corporation in 2021. He holds an M.B.A. from California Baptist University and a B.S. and B.A. from UC San Diego in biochemistry and cell biology and economics, respectively.
Class I Directors (Terms to Expire at the 2026 Annual Meeting)
Class I Directors (Terms to Expire at the 2026 Annual Meeting) Tina S. Nova, Ph.D., has served as a member of our Board since July 2019 and became the Board’s Executive Chairman in June 2023. Recently, she served as President of the U.S. CLIA business at Veracyte, a molecular diagnostics company, from March 2021 until her retirement in September 2023. Prior to that time, she served as Chief executive Officer and President of Decipher, from August 2018 until the acquisition of the company by Veracyte, in March 2021. From September 2015 to July 2018, she served as Chief Executive Officer and President of Molecular Stethoscope, and from July 2014 to September 2015 she was Executive Vice President and General Manager of Illumina, Inc.’s oncology business unit. Dr. Nova served as Chief Executive Officer and President and co-founder of Genoptix, Inc., from 2000 to March 2011. When the company was acquired by Novartis AG, she continued with the company until April 2014. She was President and Chief Operating Officer of Nanogen, Inc., from 1994 to 2000, Chief Operating Officer of Selective Genetics, Inc. from 1992 to 1994, Executive Director of Ligand Pharmaceuticals, Inc., from 1988 to 1992 and she held various research and management level positions with Hybritech, Inc., from 1984 to 1988. Dr. Nova formerly served on the board of directors and as board chairman of Arena Pharmaceuticals, Inc., OpGen, Inc. and Veracyte. Dr. Nova currently serves on the board of directors of Azenta, Inc., and on the non-profit board of directors of Rady Children's Institute of Genomic Medicine, a nonprofit research organization seeking to improve diagnostic care for neonatal and pediatric rare disease patients. She holds a B.S. in Biological Sciences from the University of California, Irvine and a Ph.D. in Biochemistry from the University of California, Riverside. Dr. Nova’s extensive leadership, business, and scientific expertise in diagnostics and the biopharmaceutical industry, and her experience in successfully developing, launching, and commercializing medical products contributed to our Board's conclusion that she should serve as a director and now Executive Chairman of the Board of our Company. Scott D. Kahn, Ph.D., will join the Board of Directors of Exagen Inc. on June 10, 2024. From January 2018 until February 2024, he served as the Chief Information and Privacy Officer at LunaPBC, Inc., a privately held, venture-backed public benefit corporation and corporate founder of LunaDNA (a community-owned genomic and health data platform). At LunaPBC, Dr. Kahn was responsible for all informatics and data science strategy. Through his work with the Helmsley Charitable Trust (a global philanthropy organization) from April 2017 to December 2021, Dr. Kahn worked on data privacy and data sharing policies for biomedical organizations globally. Since January 2019, he has served on the Board of Directors for the Rady Children’s Institute of Genomic Medicine. Since December 2021, Dr. Kahn has also served as the Chairman of the Board for Blue Circle Health, a nonprofit organization offering virtual care programs for adults with type 1 diabetes. Previously, Dr. Kahn served 11 years as the first Chief Information Officer for Illumina, Inc. (NASDAQ: ILMN), and he was also an executive leader in Illumina's Enterprise Informatics Unit. He organized the Genome Informatics Alliance for five years to drive interdisciplinary thought leadership focused on the future of Next Generation Sequencing and its role in precision medicine, healthcare, and other applied markets. Dr. Kahn has a Ph.D. in Theoretical Organic Chemistry from the University of California, Irvine and was a Fellow Commoner of Churchill College at the University of Cambridge in England. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ANA HOOKER, PAUL KIM AND FRANK STOKES AS CLASS II DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
Identification and Evaluation of Nominees for Directors
Identification and Evaluation of Nominees for Directors The Nominating Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating Committee's criteria for Board service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election or if the Board decides to expand its size, the Nominating Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating Committee generally polls our Board and members of management for their recommendations. The Nominating Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our Company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the Nominating Committee makes its recommendation to our Board. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management or other parties are evaluated. Under our Bylaws, a stockholder wishing to suggest a candidate for director should write to our Corporate Secretary and provide such information about the stockholder and the proposed candidate as is set forth in our Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 2025 annual meeting of stockholders (the "2025 Annual Meeting"), the recommendation should be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled "Stockholder Proposals."
Executive and Director Compensation
Executive and Director Compensation The following tables and accompanying narrative disclosure set forth information about the compensation provided to our named executive officers during the year ended December 31, 2023, who were: •John Aballi, President and Chief Executive Officer; •Kamal Adawi, Chief Financial Officer and Corporate Secretary; •Mark Hazeltine, our former Chief Business Officer
Summary Compensation Table
Summary Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our named executive officers for services rendered during the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John Aballi | 2023 | 525,000 | 76,125 | — | 317,625 | 13,200 | 931,950 | | President and Chief Executive Officer | 2022 | 111,056 | 22,330 | 850,500 | — | — | 983,886 | | Kamal Adawi | 2023 | 406,477 | 35,083 | 239,000 | 221,327 | 13,200 | 915,087 | | Chief Financial Officer and Corporate Secretary | 2022 | 398,507 | 72,573 | 556,895 | — | 12,200 | 1,040,175 | | Mark Hazeltine | 2023 | 378,416 | — | 239,000 | — | 436,578 | 1,053,994 | | former Chief Business Officer | 2022 | 398,507 | 72,573 | 556,895 | — | 12,200 | 1,040,175 |
Summary Compensation Table
| (1) Amounts for 2023 represent the discretionary cash bonuses paid in March 2024. For additional information, see "Cash Bonuses" below. | | (2) Amounts represent the aggregate grant date fair value of restricted stock unit awards granted to the named executive officer in the applicable year, as computed in accordance with ASC Topic 718, Compensation-Stock Compensation, rather than the amounts paid to or realized by the named executive officer. For a discussion of valuation assumptions used in the calculations, see Note 2 and Note 9 to our audited financial statements in our 2023 Annual Report. | | (3) Amounts for 2023 represent the non-discretionary portion of cash bonuses paid in March 2024 with respect to 2023 corporate performance under the bonus plan. For additional information, see "Cash Bonuses" below. | | (4) Amounts for 2023 represent employer matching contributions under our 401(k) plan on behalf of each named executive officer, and severance payments, paid time off payouts and Consolidated Omnibus Budget Reconciliation Act (COBRA) payments to Mr. Hazeltine in the amounts of $421,438, $23,599 and $15,140, respectively. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2023. Unless otherwise indicated, each option listed in the following table was granted under the 2019 Plan.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | John Aballi | 10/16/2022 | — | — | — | — | 262,500(5) | 522,375(4) | | Kamal Adawi | 03/01/2023 | — | — | — | — | 100,000(6) | 199,000(4) | | | 02/04/2022 | — | — | — | — | 47,625(5) | 114,300(4) | | | 02/23/2021 | 8,854 | 3,646(1) | 18.20 | 2/22/2031 | — | — | | | 02/23/2021 | — | — | — | — | 18,750(3) | 37,313(4) | | | 01/09/2020 | 51,406 | 1,094(2) | 24.19 | 1/08/2030 | — | — | | | 09/18/2019 | 21,635 | —(2) | 14.00 | 9/17/2029 | — | — | | | 10/05/2018 | 84,162 | —(7) | 0.2571 | 10/5/2028 | — | — | | Mark Hazeltine | 03/01/2023 | — | — | — | — | 100,000(6) | 199,000(4) | | | 02/04/2022 | — | — | — | — | 47,625(5) | 94,774(4) | | | 02/23/2021 | 8,854 | 3,646(1) | 18.20 | 2/22/2031 | — | — | | | 02/23/2021 | — | — | — | — | 18,750(3) | 37,313(4) | | | 01/09/2020 | 26,927 | 573(2) | 24.19 | 1/08/2030 | — | — | | | 09/18/2019 | 92,574 | —(7) | 14.00 | 9/17/2029 | — | — | | | 10/05/2018 | 1,061 | —(7) | 0.2571 | 10/5/2028 | — | — | | | 06/17/2015 | 680 | —(7) | 45.9100 | 6/17/2025 | — | — |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The option vests with respect to 25% of the shares underlying the option on the first anniversary of the grant date and with respect to the remaining shares, on each monthly anniversary over the three-year period thereafter, subject to the grantee's continued service. In addition, the option may become fully vested upon a qualifying termination of employment in connection with a change in control. | | (2) The option vests with respect to 25% of the shares underlying the option on the first anniversary of the grant date and with respect to the remaining shares, on each monthly anniversary over the three-year period thereafter, subject to the grantee's continued service. | | (3) The restricted stock units will vest with respect to 25% of the restricted stock units on each of the first, second, third and fourth anniversaries of March 1, 2021, subject to the grantee's continued service. In addition, the award may become fully vested upon a qualifying termination of employment in connection with a change in control. | | (4) The market value of shares of restricted stock units that have not vested is calculated by multiplying the fair market value of a share of our Common Stock on December 31, 2023 ($1.99) by the number of unvested shares of restricted stock units outstanding under the award. | | (5) The restricted stock units will vest with respect to 25% of the restricted stock units on each of the first, second, third and fourth anniversaries of the grant date, subject to the grantee's continued service. In addition, the award may become fully vested upon a change in control. | | (6) The restricted stock units will vest with respect to 25% of the restricted stock units on each of the first, second, third and fourth anniversaries of March 1, 2023, subject to the grantee's continued service. In addition, the award may become fully vested upon a qualifying termination of employment in connection with a change in control. | | (7) These options are fully vested. |
Director Compensation
Director Compensation Our director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors' interests with those of our stockholders. Directors who are also employees of our Company do not receive compensation for their service on the Board. In September 2019, the Board adopted the Non-Employee Director Compensation Program (the "Director Compensation Program") that became effective in connection with our initial public offering. Under the Director Compensation Program, non-employee directors receive a cash retainer for service on the Board and for service on each committee of which the director is a member. The Chairman of the Board and of each committee receives a higher retainer for such service. In connection with Dr. Nova’s appointment as Executive Chairman of the Board, the Board approved an aggregate annual cash retainer of $100,000 for Dr. Nova in lieu of any retainer under the director compensation program. Cash retainers are payable quarterly in arrears. Annual cash retainers are pro-rated for any partial calendar quarter of service. All cash compensation payable to the directors affiliated with Sun Mountain Capital or H.I.G. Capital, LLC is paid to Sun Mountain Capital or H.I.G. Capital, LLC, as applicable. The fees paid to non-employee directors for service on the Board under the Director Compensation Program are as follows:
Director Compensation
| Cash Compensation | | | Non-Employee Director annual retainer | $50,000 | | Incremental annual retainer for the Chairman | $20,000 | | Committee Chair incremental annual retainers | | | Audit | $12,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $9,000 | | Committee member incremental annual retainers | | | Audit | $7,500 | | Compensation | $7,500 | | Nominating and Corporate Governance | $7,500 |
Director Compensation
In addition, under this program, each of our non-employee directors is eligible to receive an annual stock option grant to purchase 9,000 shares of our Common Stock, which shall vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting following the grant date, subject to continued service through the applicable vesting date. Additionally, new non-employee directors are eligible to receive a stock option to purchase 15,000 shares of our Common Stock on the date on which such eligible director is appointed or elected to serve on the Board, and shall vest as to 1/36th of the shares underlying the option on each monthly anniversary of the grant date, subject to the eligible director's continued service through the applicable vesting date. The following table sets forth information regarding the compensation of our non-employee directors earned for services rendered during the year ended December 31, 2023. Mr. Aballi, who served as our President and Chief Executive Officer during the year ended December 31, 2023, did not receive additional compensation for his service as a director, and therefore is not included in the Director Compensation table below. The compensation paid to Mr. Aballi is reported above in the “Summary Compensation Table.”
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Tina S. Nova, Ph.D. | 100,875 | 31,936 | 132,811 | | Brian Birk | 60,000 | 20,698 | 80,698 | | Ana Hooker | 63,500 | 20,698 | 84,198 | | Wendy Johnson | 57,500 | 20,698 | 78,198 | | Paul Kim | 28,528 | 24,035 | 52,563 | | Ebetuel Pallares, Ph.D. | 57,500 | 20,698 | 78,198 | | Bruce C. Robertson, Ph.D. | — | — | — | | Frank Stokes | 62,000 | 20,698 | 82,698 |
Director Compensation
| (1) Amounts reflect the aggregate grant date fair value of stock options granted in 2023, computed in accordance with the provisions of ASC Topic 718, Compensation Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the Common Stock underlying the stock options. The assumptions that we used to calculate these amounts are discussed in Note 2 and Note 9 to our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 18, 2024. As of December 31, 2023, the outstanding option awards to purchase the following respective numbers of shares of Common Stock were held by members of the Board: Dr. Nova, 54,113 shares; Mr. Birk, 55,422 shares; Ms. Hooker, 33,000 shares; Ms. Johnson, 42,000 shares; Mr. Kim, 15,000; Dr. Pallares, 48,948 shares; Dr. Robertson, 0 shares; and Mr. Stokes, 33,000 shares. |