Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors or Certain Officers.
On June 14, 2022, Sema4 Holdings Corp. (“Sema4 Holdings” or the “Company”) announced that, pursuant to a CFO transition plan adopted June 10, 2022 (the “Transition Plan”), its Chief Financial Officer, Isaac Ro, will leave the Company to pursue other career opportunities. Mr. Ro’s last day of employment will be August 9, 2022. Pursuant to his employment agreement with the Company, Mr. Ro will be entitled to nine months of salary continuation payments and twelve months of COBRA continuation benefits, subject to his execution of a release of claims. The Company also entered into a six-month consulting agreement with Mr. Ro (the “Consulting Agreement”), pursuant to which Mr. Ro will provide advisory services to the Company following his last day of employment in exchange for continued vesting of his equity-based incentive compensation awards, as well as an additional six-months of partial accelerated vesting at the conclusion of such six-month consulting period, subject to Mr. Ro’s reaffirmation of his release of claims. The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
(c) Appointment of Certain Officers.
Pursuant to the Transition Plan, Richard Miao, the Company’s current Senior Vice President of Financial Planning & Analysis and Treasurer, was promoted to Deputy Chief Financial Officer and appointed to serve as the Interim Chief Financial Officer, effective June 13, 2022. In this role, Mr. Miao will assume the responsibilities of Principal Financial Officer while the Company conducts a search to fill the Chief Financial Officer position on a permanent basis.
Mr. Miao has served as Senior Vice President of Financial Planning & Analysis and Treasurer of the Company since May 2021. Prior to joining the Company, Mr. Miao served as Senior Vice President of Corporate Finance and Treasurer at Endeavor Group Holdings, a global talent and media agency, from October 2017 to May 2021. Prior to that role, Mr. Miao served as Senior Vice President of Corporate Finance at William Morris Endeavor, a global talent and media agency, from December 2014 to October 2017. Mr. Miao received a B.A. in Economics from Northwestern University and an M.B.A from the NYU Stern School of Business.
In connection with the appointment, the Compensation Committee of the Board of Directors of the Company approved (i) a salary increase for Mr. Miao for a total annual base salary of $360,000, (ii) target annual bonus of 50% of annual base salary, and (iii) a $100,000 cash retention bonus payable three months following the start date of the Company’s permanent Chief Financial Officer.
Mr. Miao has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Miao and any other person pursuant to which Mr. Miao was named Interim Chief Financial Officer and Deputy Chief Financial Officer of the Company.
(e) Compensatory Arrangements with Certain Officers.
As previously announced, on April 29, 2022, the Company completed its acquisition of GeneDx, Inc. and Dr. Eric Schadt was appointed President and Chief Research & Development Officer of the Company and ceased serving as the Chief Executive Officer of the Company (the “Appointment”).
On June 14, 2022, the Company and Dr. Eric Schadt entered into an amendment (the “Amendment”) to Dr. Schadt’s amended and restated employment agreement, dated as of July 21, 2021 (the “Employment Agreement”), in order to extend the period during which Dr. Schadt may provide the Company with written notice of “Good Reason” (within the meaning of the Employment Agreement) as a result of the Appointment through April 28, 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference.