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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 30, 2017, the Board of Directors (the “Board”) of Pacific Biosciences of California, Inc. (the “Company”) appointed Kathy
Ordoñez, a Class III director on the Board, as the Company’s Chief Commercial Officer and Executive Vice President, effective October 30, 2017. On October 30, 2017, Ms. Ordoñez resigned from her positions as
chair and a member of the Corporate Governance and Nominating Committee of the Board and as a member of the Compensation Committee of the Board. Ms. Ordoñez remains a member of the Board and chair and a member of the Science and
Technology Committee of the Board.
Ms. Ordoñez, age 67, has been a member of the Board since December 2014. Ms. Ordoñez brings
more than 30 years of experience in the life sciences and diagnostics industries. Ms. Ordoñez served as Director,
non-executive
Chairman, and Chief Executive Officer of RainDance Technologies, Inc.
from July 2014 to February 2017, which was sold to
Bio-Rad
Laboratories, Inc. in February 2017. From January 2012 until June 2013, Ms. Ordoñez was a Senior Vice President at Quest Diagnostics
Incorporated, a leading provider of diagnostic information services, where she was initially responsible for leading their R&D effort and later provided oversight to multiple businesses commercializing diagnostic products and testing services.
Ms. Ordoñez joined Quest Diagnostics as part of its acquisition in 2011 of Celera Corporation, a leading provider of genetic testing products for HIV resistance, cystic fibrosis and high complexity tissue transplantation. From April 2002
until May 2011, Ms. Ordoñez was the Chief Executive Officer at Celera, and she founded Celera Diagnostics in December 2000. From 1985 until 2000, Ms. Ordoñez held several senior positions at
Hoffmann-La
Roche, overseeing the formation of Roche Molecular Systems, where she served as President and Chief Executive Officer, and led the wide-scale commercial application of the Polymerase Chain Reaction
(PCR) technology to the research, diagnostic and forensic fields.
Ms. Ordoñez does not have a family relationship with any member of the
Board or any executive officer of the Company, and Ms. Ordoñez has not been a participant or had an interest in any transaction with the Company that is reportable under Item 404(a) of Regulation
S-K.
A copy of the press release announcing Ms. Ordoñez’s appointment is attached hereto as
Exhibit 99.1.
Compensatory Arrangement with Kathy Ordoñez
In connection with the appointment of Ms. Ordoñez to her position as the Company’s Chief Commercial Officer and Executive Vice President,
Ms. Ordoñez will receive, among other things, an annual base salary of $1.00 and will be eligible to receive an annual bonus with a target level of 50% of her base salary. In addition, the Company is recommending, and expects that the
Board will approve, a grant of a stock option to Ms. Ordoñez to purchase 375,000 shares of the Company’s common stock under the Company’s 2010 Equity Incentive Plan, subject to vesting over a four (4) year period at a rate
of one forty-eighth (1/48
th
) per month.
In connection with the appointment, Ms. Ordoñez
also entered into a Change of Control and Severance Agreement with the Company (the “Severance Agreement”) pursuant to which, if Ms. Ordoñez’s employment is terminated without cause or other than death or disability or
resignation for good reason within 12 months following a change in control, then Ms. Ordoñez will continue to receive 100% of her base salary for six months following from the date of termination of employment, plus immediate vesting
acceleration of 100% of the unvested portion of her then-outstanding equity awards.
As previously disclosed in the Company’s proxy statement for the
2017 Annual Meeting of Stockholders, employee directors are not compensated for services on the Board in addition to their regular employee compensation.