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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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Chief Executive Officer Transition
On January 14, 2019, Timothy B. Johnson resigned from his position as our Chief Executive Officer, effective March 31, 2019 (the “Effective
Date”), and our board of directors (the “Board”) appointed John L. Lubniewski as our Chief Executive Officer, to be effective as of the Effective Date. Mr. Lubniewski will also continue to serve as our President, but upon the
Effective Date will no longer have the separate tile and role of Chief Operating Officer.
Mr. Lubniewski, age 55, served as our President and Chief
Operating Officer since April 2018. From April 2011 until April 2018, Mr. Lubniewski served as our Senior Vice President and Chief Business Officer. Mr. Lubniewski joined us from Ventana Medical Systems, Inc. (“Ventana”), a
medical diagnostics company and member of the Roche Group and global headquarters of Roche Tissue Diagnostics (“RTD”) where he served in leadership roles for nine years both before and after the acquisition of Ventana by Roche Holdings,
Inc. (“Roche”) in March 2008. From August 2010 to April 2011, Mr. Lubniewski was Senior Vice President and Lifecycle Leader, Advanced Staining Platforms at Ventana. From January 2008 to August 2010, Mr. Lubniewski served as
Senior Vice President and Lifecycle Leader, Clinical Assays at RTD, with responsibility for three lifecycle teams, technical marketing and medical marketing and global accountability for all RTD clinical assay products. Prior to the Roche
acquisition of Ventana, Mr. Lubniewski served at Ventana as Senior Vice President, Advanced Staining Business Unit, Vice President Worldwide Marketing and Translational Diagnostic Business Unit, and General Manager, Research Products. In these
roles, Mr. Lubniewski was responsible for a variety of assay and platform development and commercialization efforts. Prior to Ventana, Mr. Lubniewski worked for over ten years at Corning, Inc., a manufacturing company, in a variety of
divisional, sector and corporate sales and marketing roles. Mr. Lubniewski earned a B.S. in Chemical Engineering from Clarkson University.
Designation of Executive Chairman and Lead Independent Director
Concurrently with the approval of the management transition described above, the Board (i) designated Mr. Johnson as Executive Chairman of the Board
and (ii) designated Ann F. Hanham, Ph.D., as Lead Independent Director of the Board in lieu of her current position as Chair of the Board, each effective as of the Effective Date.