DEF 14A of Exagen Inc., Apr 27, 2026

DEF 14A of Exagen Inc.

Filed Apr 27, 2026 · FY20250001274737-26-000020

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors At the Annual Meeting, two (2) Class I directors are to be elected to hold office for three-year terms expiring at the 2029 annual meeting of stockholders 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 Tina S. Nova, Ph.D. and Scott D. Kahn, Ph.D. for re-election as Class I 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 seven (7) authorized directors on our Board. On July 17, 2025, upon the recommendation of the Nominating Committee, and pursuant to the Bylaws of the Company, the Board appointed, effective as of July 17, 2025, Charles S. McKhann to serve as a Class III director, with an initial term expiring at the Company’s 2028 annual meeting of stockholders. 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, ages as of April 25, 2026, independence and committee membership of our director nominees and those directors whose terms will begin, or will not end, at the Annual Meeting:

  2. Proposal 1 - Election of Directors

    | Name | Age | Position | Independent | Committee Membership | | CLASS I DIRECTOR NOMINEES - Nominated for Re-election with Terms to Expire at the 2029 Annual Meeting | | | | | | Tina S. Nova, Ph.D. | 72 | Executive Chairman of the Board | | | | Scott D. Kahn, Ph.D. | 66 | Director | X | Compensation, Nominating and Governance (Chair) | | CLASS II DIRECTORS - Terms to Expire at the 2027 Annual Meeting | | | | | | Paul Kim | 58 | Director | X | Audit, Compensation | | Frank Stokes | 56 | Director | X | Audit (Chair), Nominating and Governance | | CLASS III DIRECTORS - Terms to Expire at the 2028 Annual Meeting | | | | | | John Aballi | 41 | President, Chief Executive Officer, and Director | | | | Bruce C. Robertson, Ph.D. | 63 | Director | X | Compensation, Nominating and Governance | | Charles S. McKhann | 57 | Director | X | Audit, Compensation (Chair) |

  3. 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 director 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 director 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 Committee in recommending qualified director candidates is described below under "Director Nomination Process." Certain individual qualifications and skills of our directors that contribute to the Board's effectiveness as a whole are described in the following paragraphs.

  4. Information Regarding Directors

    Information Regarding Directors The information set forth below as to the directors and director nominees has been furnished to us by the directors and director nominees: Nominees for Election to the Board of Directors:

  5. Class I Directors (Terms to Expire at the 2029 Annual Meeting, if reelected)

    Class I Directors (Terms to Expire at the 2029 Annual Meeting, if reelected) 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 from March 2021 until her retirement in September 2023. Prior to that time, Dr. Nova served as Chief Executive Officer and President of Genoptix, Inc., a clinical oncology lab ("Genoptix"), from March 2000 to February 2014. When Genoptix was acquired by Novartis AG (NYSE: NVS), a pharmaceutical company, she continued with the company until April 2014. She then joined Decipher, a biotechnology company focused on genomic tests for urological cancers, in August 2015 and served as its Chief Executive Officer and President of Decipher from August 2018 to March 2021. From September 2015 to July 2018, Dr. Nova served as Chief Executive Officer and President of Molecular Stethoscope, a molecular diagnostics company. Prior to that time, Dr. Nova joined Illumina, Inc. (NASDAQ: ILMN) (“Illumina”), a biotechnology company, in April 2014, and served as its Executive Vice President General Manager of its oncology business unit from July 2014 to September 2015. Dr. Nova formerly served on the board of directors and as board chairman of the biotechnology companies Arena Pharmaceuticals, Inc., from September 2004 to March 2022, OpGen, Inc. (NASDAQ: OPGN) (“OpGen”) from April 2017 to March 2020, and Veracyte from November 2015 to February 2021. Dr. Nova has served as a member of the board of directors of Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH), a biopharmaceutical company, since April 2025, Azenta, Inc. (NASDAQ: AZTA), a genomics and bioprocessing technology company, since February 2023, and as a member of 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, since July 2016. She previously served as a member of the board of directors of Veracyte from November 2015 to February 2021, and OpGen from April 2017 to March 2020. 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, and completed a postdoctoral fellowship at New York University Medical School. The Board believes Dr. Nova is qualified to serve as a member of the Board because of her extensive leadership, business, and scientific expertise in diagnostics and the biopharmaceutical industry, and her experience in successfully developing, launching, and commercializing medical products. Scott D. Kahn, Ph.D., has served as a member of our Board since June 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, a nonprofit research organization seeking to improve diagnostic care for neonatal and pediatric rare disease patients. 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 (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 believes that Dr. Kahn is qualified to serve as a member of the Board because of his extensive experience in health data sharing and data privacy and his service as a director for numerous companies. Other Members of the Board of Directors:

  6. Class II Directors (Terms to Expire at the 2027 Annual Meeting)

    Class II Directors (Terms to Expire at the 2027 Annual Meeting) Paul Kim has served as a member of our Board since July 2023. Mr. Kim has served as Chief Financial Officer of Fulgent Genetics, Inc. (NASDAQ: FLGT) (“Fulgent”), a genetic testing company, since February 2016. Prior to his service at Fulgent, Mr. Kim was retired from 2011 until 2015 and served as Chief Financial Officer of Cogent Biosciences, Inc., a publicly traded biometric identification services and product company (NASDAQ: COGT), from 2004 to 2011. Mr. Kim’s past experience also includes service as the Chief Financial Officer of JNI Corporation (NASDAQ: JNIC) (“JNI”), a publicly traded storage area network technology company, from 2002 to 2003, as Vice President, Finance and Corporate Controller at JNI from October 1999 to August 2002 and as Vice President of Finance and Administration of Datafusion Inc., a privately held software development company, from 1998 to 1999. From April 1996 to January 1998, Mr. Kim was the Corporate Controller of Interlink Computer Sciences, Inc., a publicly traded enterprise software company. From 1990 to 1996, Mr. Kim worked as an accountant and later an Audit Manager for Coopers and Lybrand L.L.P., an accounting firm. Mr. Kim received a B.A. in economics from the University of California, Berkeley and is a Certified Public Accountant. The Board believes that Mr. Kim is qualified to serve on the Board because of his financial and executive experience in the life sciences and technology industries. Frank Stokes has served as a member of our Board since June 2021. Mr. Stokes has served as Chief Financial Officer of Castle Biosciences, Inc. (NASDAQ: CSTL), a 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 Managing Director at Robert W. Baird & Co. Incorporated and Wachovia Securities, LLC, both of which are financial services companies. 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. in business administration, a J.D., and an M.B.A. from the University of North Carolina at Chapel Hill. The Board believes Mr. Stokes is qualified to serve on the Board because of his financial expertise and executive experience and experience in the diagnostics and life sciences industries.

  7. Class III Directors (Terms to Expire at the 2028 Annual Meeting)

    Class III Directors (Terms to Expire at the 2028 Annual Meeting) John Aballi has served as President and Chief Executive Officer of the Company and a member of our Board since October 2022. Mr. Aballi served as Senior Vice President, General Manager of Urology and Clinical Laboratory Improvement Amendments (“CLIA”) and as Chief Operating Officer of Veracyte, Inc. (NASDAQ: VCYT) (“Veracyte”), a molecular diagnostic company, from April 2021 to October 2022. In this role, he maintained profit and loss 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, 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 a key member of the leadership team which transformed Decipher to the market leader in genomic testing for prostate cancer. 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. From September 2015 to August 2018, Mr. Aballi served as the Head of Operations of 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, from January 2007 to September 2015. Mr. Aballi was a member of the board of directors of PFS Genomics Inc., a molecular diagnostic company specializing in proprietary signature development in breast cancer, from March 2021 to May 2021. Mr. Aballi holds a B.S. and a B.A. from University of California, San Diego in biochemistry and cell biology and economics, respectively, and an M.B.A. from California Baptist University. The Board believes Mr. Aballi is qualified to serve as a member of the Board because of his extensive experience in management of life sciences and diagnostic companies and board service. Bruce C. Robertson, Ph.D., has served as a member of our Board since July 2019. Since October 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, from December 2003 to September 2005. Dr. Robertson served as a member of the board of directors of Augmedics, Inc., since March 2021, CardioFocus, Inc. since April 2016, and Zerigo Health, Inc. since May 2021. Dr. Robertson has also previously served as a member of the board of directors of Clarus Therapeutics, Inc. from November 2007 to September 2021, Iconic Therapeutics, Inc. from April 2014 to July 2022, RxSight, Inc. (NASDAQ: RXST) from June 2015 to July 2021, and Apollo Endosurgery, Inc. from September 2017 to February 2022. Dr. Robertson holds a B.S.E. in chemical engineering and a 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. The Board believes Dr. Robertson is qualified to serve as a member of the Board because of his medical and research background and his extensive experience as an investor in the medical technologies industry. Charles S. McKhann has served as a member of our Board since July 2025. Since April 2026, Mr. McKhann has served on the board of Envoy Medical, Inc., a publicly traded medical technology company, and since November 2025, Mr. McKhann has served as Chairman of the Board for Distalmotion SA, a medical device company. Mr. McKhann served as the President, Chief Executive Officer, and a member of the board of directors of Silk Road Medical, Inc. (“Silk Road”), a medical device company, from November 2023 to September 2024, when Silk Road was purchased by Boston Scientific Corporation (“Boston Scientific”), and served as Chief Executive Officer, President and a member of the Board of Directors of Apollo Endosurgery, Inc. (“Apollo”), a medical device company, from March 2021 to April 4, 2023, when Apollo was purchased by Boston Scientific. From October 2017 to December 2018, Mr. McKhann served as Chief Commercial Officer at ROX Medical, Inc., a medical device company. From July 2016 to April 2017, he served as Chief Commercial Officer of Torax Medical, Inc., a medical device company acquired by Johnson & Johnson in April 2017. From January 2015 to July 2016, he served as Chief Commercial Officer of Intersect ENT, Inc., a medical device company. In addition, from September 2012 to March 2021, he served as Managing Director of Vernon Consulting, Inc. Mr. McKhann holds a B.A. in Political Science and an M.B.A. from Stanford University. The Board believes Mr. McKhann is qualified to serve as a member of the Board because of his extensive executive leadership experience in medical device companies and his deep commercial strategy and operating expertise in the healthcare industry. A plurality of the shares voted for each nominee at the Annual Meeting is required to elect each nominee as a Class I director. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF TINA S. NOVA, PH.D. AND SCOTT D. KAHN, PH.D. AS CLASS I DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

  8. 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 2027 Annual Meeting, the recommendation should be received by our Corporate Secretary at our principal executive offices located at 1261 Liberty Way, Vista, California 92081 in accordance with our procedures detailed in the section below entitled "Stockholder Proposals."

  9. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Our equity awards, including stock options, are granted in connection with our yearly compensation cycle and regularly scheduled meetings of the compensation committee. Typically, our practice is to make annual award grants at regularly scheduled meetings. Our policy is to not grant stock options or similar awards in anticipation of the release of material non-public information and to not time the release of material non-public information based on an equity award grant date, but some option grants may be granted close in time to the release of material non-public information to the extent those options are being granted upon hiring of new executive officers or in connection with annual grants being made as part of our director compensation policy. During the year ended December 31, 2025, we did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation, and none of our NEOs were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such reports.

  10. Executive and Director Compensation

    Executive and Director Compensation The following tables and accompanying narrative disclosure set forth information about the compensation provided to our NEOs during the year ended December 31, 2025, who were: •John Aballi, President, Chief Executive Officer, Director and former Interim Chief Financial Officer; and •Jeffrey Black, Chief Financial Officer and Corporate Secretary.

  11. 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 NEOs for services rendered during the years ended December 31, 2025 and 2024.

  12. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | John Aballi | 2025 | 540,000 | — | 402,750 | 203,018 | 237,600 | 17,500 | 1,400,868 | | President, Chief Executive Officer, Director and former Interim Chief Financial Officer(6) | 2024 | 525,000 | — | 353,500 | — | 288,750 | 17,250 | 1,184,500 | | Jeffrey Black | 2025 | 465,000 | — | 53,700 | 27,069 | 186,000 | 14,421 | 746,190 | | Chief Financial Officer and Corporate Secretary(7) | 2024 | 141,536 | 125,000 | 670,500 | — | 84,000 | — | 1,021,036 |

  13. Summary Compensation Table

    | (1) Amount represents a sign on bonus paid to Jeff Black in September 2024. | | (2) Amounts represent the aggregate grant date fair value of restricted stock unit awards granted to the NEO 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 NEO. For a discussion of valuation assumptions used in the calculations, see Note 2 and Note 9 to our audited financial statements in our 2025 Annual Report. | | (3) Amounts reflect the aggregate grant date fair value of stock options granted in 2025 as computed in accordance with ASC Topic 718, Compensation-Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such 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 2025 Annual Report. | | (4) Amounts for 2025 and 2024 represent the non-discretionary portion of cash bonuses paid in March 2026 and March 2025 with respect to corporate performance in 2025 and 2024, respectively, under the bonus plan. For additional information, see "Cash Bonuses" below. | | (5) Amounts for 2025 and 2024 represent employer matching contributions under our 401(k) plan on behalf of each NEO. | | (6) Mr. Aballi was appointed as Interim Chief Financial Officer in July 2024 and resigned as Interim Chief Financial Officer in September 2024. Mr. Aballi did not receive additional compensation for the time he served as Interim Chief Financial Officer. | | (7) Mr. Black was appointed as the Company’s Chief Financial Officer and Corporate Secretary in September 2024. |

  14. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents the outstanding equity incentive plan awards held by each NEO as of December 31, 2025. Unless otherwise indicated, each option listed in the following table was granted under the 2019 Plan.

  15. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Price ($) | Option Expiration Date | Stock Awards Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | | John Aballi | 10/16/2022 | — | — | — | — | 87,500(3) | 532,000 | | | 02/21/2024 | — | — | — | — | 131,250(4) | 798,000 | | | 02/21/2025 | — | 75,000 | 3.58 | 2/21/2035 | 112,500(3) | 684,000 | | Jeff Black | 09/01/2024 | — | — | — | — | 168,750(3) | 1,026,000 | | | 02/21/2025 | — | 10,000 | 3.58 | 2/21/2035 | 15,000(3) | 91,200 |

  16. Outstanding Equity Awards at 2025 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 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, 2025 ($6.08) by the number of unvested shares of RSUs outstanding under the award. | | (3) The RSUs 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. | | (4) The RSUs will vest with respect to 25% of the restricted stock units on each of the first, second, third and fourth anniversaries of March 1, 2024, 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. |

  17. 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. The Board amended the Director Compensation Program in July 2025 and in February 2026 (as amended, the “Amended and Restated Director Compensation Program”). Under the Amended and Restated 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. The fees paid to non-employee directors for service on the Board under the Amended and Restated Director Compensation Program are as follows:

  18. 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 |

  19. Director Compensation

    In addition, under the Director Compensation Program in effect until July 2025, each of our non-employee directors was eligible to receive an annual stock option grant on the date of the annual meeting 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 were eligible to receive a stock option to purchase 15,000 shares of our Common Stock on the date on which such eligible director was 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. In lieu of the foregoing, on each of June 10, 2024 and June 10, 2025, we granted Dr. Nova, our Executive Chairman, stock options to purchase 13,500 shares of our Common Stock. The June 10, 2024 grant fully vested on June 10, 2025 and the June 10, 2025 grant will fully vest on June 10, 2026, subject to Dr. Nova’s continued service on the Board through such vesting date. The Amended and Restated Director Compensation Program approved in July 2025 and further amended in February 2026 modified the equity award amounts that our non-employee directors are eligible to receive. Under the Amended and Restated Director Compensation Program currently in effect, each eligible director that is newly appointed or elected to serve on the Board will be granted an initial equity award of options to purchase our Common Stock valued at $200,000 as of the date of grant, which 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. Furthermore, beginning in the 2026 calendar year, the eligible continuing non-employee directors will be granted a stock option on the date of the annual meeting (including this Annual Meeting) to purchase shares of our Common Stock valued at $100,000 as of the date of grant, which will vest 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. No eligible director shall be entitled to receive the initial equity award and the annual award in the same calendar year. In such instance, an eligible director shall receive the initial equity award only. In addition and in February 2026, the Compensation Committee adopted a policy that the Executive Chairman will be granted, in lieu of any equity compensation pursuant to the Amended and Restated Director Compensation Program and on the date of each annual meeting of the Company’s stockholders (including this Annual Meeting), options to purchase shares of our Common Stock valued at $150,000 on the date of each annual meeting. The shares underlying the options will vest 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 of stockholders following the grant date, subject to continued service through the applicable vesting date. The following table sets forth information regarding the compensation of our Executive Chairman and non-employee directors earned for services rendered during the year ended December 31, 2025. Mr. Aballi, who served as our President and Chief Executive Officer during the year ended December 31, 2025, 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.”

  20. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Total ($) | | Tina S. Nova, Ph.D. | 125,000 | 73,178 | — | 198,178 | | Ana Hooker(3) | 83,125 | 48,785 | — | 131,910 | | Scott Kahn, Ph.D. | 81,250 | 48,785 | — | 130,035 | | Paul Kim | 81,250 | 48,785 | — | 130,035 | | Bruce C. Robertson, Ph.D. | — | — | — | — | | Frank Stokes | 77,500 | 48,785 | — | 126,285 | | Charles S. McKhann | 33,750 | — | 53,850 | 87,600 |

  21. Director Compensation

    | (1) Amounts reflect the aggregate grant date fair value of stock options granted in 2025, 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 2025 Annual Report. As of December 31, 2025, the outstanding option awards to purchase the following respective numbers of shares of Common Stock were held by members of the Board: Dr. Nova, 81,113 shares; Ms. Hooker, 51,000 shares; Dr. Kahn, 24,000 shares; Mr. Kim, 33,000 shares; Dr. Robertson, 0 shares; Mr. Stokes, 51,000 shares; and Mr. McKhann, 0 shares. | | (2) Amounts reflect the aggregate grant date fair value of restricted stock unit awards granted in 2025, as computed in accordance with ASC Topic 718, Compensation-Stock Compensation, rather than the amounts paid to or realized. For a discussion of valuation assumptions used in the calculations, see Note 2 and Note 9 to our audited financial statements in our 2025 Annual Report. | | (3) Ms. Hooker resigned from the Board in April 2026 and forfeited 9,000 unvested stock options. |

  22. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The following table shows the relationship between executive “compensation actually paid” and certain financial performance of the Company during the last three fiscal years ended December 31, 2025, 2024, and 2023 (in $):

  23. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non- PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3) | Net Loss (4) | | 2025 | 1,400,868 | 2,860,225 | 746,190 | 1,453,646 | 253.33 | 19,951,000 | | 2024 | 1,184,500 | 1,979,875 | 905,663 | 841,240 | 168.10 | 15,115,000 | | 2023 | 931,950 | 775,325 | 984,541 | 920,075 | 81.59 | 23,689,000 |

  24. Pay Versus Performance

    | (1) The named PEO, the person acting as our President and Chief Executive Officer, and the other NEOs in each disclosure year represent the following individuals: |

  25. Pay Versus Performance

    | Year | PEO | NEOs included in Average | | 2025 | John Aballi | Jeffrey Black | | 2024 | John Aballi | Jeffrey Black and Kamal Adawi | | 2023 | John Aballi | Kamal Adawi and Mark Hazeltine |

  26. Pay Versus Performance

    | (2) The table below shows the adjustments made to the compensation totals presented in the Summary Compensation Table for the NEOs in order to calculate “compensation actually paid” in accordance with Item 402(v) of Regulation S-K. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  27. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | | | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | PEO | Average of Non-PEO NEOs | | Summary Compensation Table Total | 1,400,868 | 746,190 | 1,184,500 | 905,663 | 931,950 | 984,541 | | Less, value of Stock Awards reported in Summary Compensation Table | (605,768) | (80,769) | (353,500) | (411,000) | — | (239,000) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 975,750 | 130,100 | 717,500 | 461,250 | — | 199,000 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 433,125 | 334,125 | 369,250 | — | (107,625) | (27,782) | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | — | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 656,250 | 324,000 | 62,125 | 908 | (49,000) | 3,316 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | (115,581) | — | — | | Compensation Actually Paid ($) | 2,860,225 | 1,453,646 | 1,979,875 | 841,240 | 775,325 | 920,075 |

  28. Pay Versus Performance

    | (3) As required under Item 201(e) of Regulation S-K, total shareholder return (“TSR”) measures the cumulative value of $100 invested on the last trading day before the earliest fiscal year in the table, or December 31, 2022, through and including the end of the applicable fiscal year for which total shareholder return is calculated (December 31, 2023, December 31, 2024 or December 31, 2025, as applicable). | | (4) The dollar amounts reported are the Company’s net loss amounts reflected in the Company’s audited financial statements for the applicable year. |

  29. Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements

    Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements Compensation Actually Paid (“CAP”) to Mr. Aballi and TSR increased in both 2025 and 2024 relative to the prior year. The increase in PEO CAP was largely the result of the increase in stock price over that same time period. The average non-CEO NEO CAP increased in 2025 relative to 2024 and 2023, largely as a result of the increase in stock price over the time period. However, the average non-CEO NEO CAP decreased in 2024 relative to 2023 primarily because of the transition in non-CEO NEOs in 2024 and 2023, partially offset by the increase in stock price over the same period. The increase in our stock price that largely contributed to the increased PEO CAP and average non-CEO NEO CAP also drove the increase in TSR over the three-year reported period. Under the leadership of Mr. Aballi, we have been executing an operational turnaround of our business, which has resulted in a return to revenue growth and gross margin expansion while significantly reducing operating expenses and cash burn.