| Item 5.02 |
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
|
(b)(c)(e)
On December 9, 2022, John West, co-founder, Chief Executive Officer and
member of the board of directors (the “Board”) of Personalis, Inc.
(the “Company”) notified the Company of his decision to retire as
Chief Executive Officer and as a director of the Company, effective
as of December 31, 2022. The Board will immediately initiate a
search to recruit a successor. The Board has appointed Aaron
Tachibana, the Company’s Chief Financial Officer, to serve as
interim Chief Executive Officer and Christopher Hall, the Company’s
SVP and Head, Diagnostics Business, to serve as President, each
effective December 31, 2022. Mr. West will continue to
serve as an advisor to the Board.
Any potential changes to Mr. Tachibana’s and Hall’s
compensation in connection with the executive transition have not
yet been determined at the time of this filing.
Mr. Tachibana, age 62, has served as the Company’s Chief
Financial Officer since March 2019; in July 2021, he was promoted
Senior Vice President and Chief Financial Officer. From August 2015
to September 2018, Mr. Tachibana served as Chief Financial
Officer at Lumentum Holdings Inc., a designer and manufacturer of
optical and photonic products. From November 2013 to July 2015,
Mr. Tachibana served as Vice President, Finance and Corporate
Controller at JDS Uniphase Corp., subsequently renamed Viavi
Solutions Inc., a network test, measurement, and assurance
technology company. From March 2010 to October 2013,
Mr. Tachibana served as Chief Financial Officer at Pericom
Semiconductor Corp., a supplier of high-performance connectivity
and timing solutions. Mr. Tachibana holds a B.S. in Business
Administration and Finance from San Jose State University.
Mr. Hall, age 54, has served as the Company’s SVP and Head,
Diagnostics Business since October 2022. From October 2020 to July
2022, he served as Chief Executive Officer of Naring Health, Inc.,
a multi-omics platform and nutrition company. From March 2010 to
July 2019, Mr. Hall served as President, Chief Operating
Officer, and Chief Commercial Officer at Veracyte, Inc., a
publicly-traded genomic diagnostics company. Mr. Hall also
previously served as Chief Business Officer for Berkeley HeartLab,
Celera Corporation’s cardiovascular diagnostic lab. Mr. Hall
holds a B.A. in Political Science and Economics from DePauw
University and a M.B.A. from Harvard Business School.
On December 14, 2022, the Company and Mr. West entered
into a separation agreement (the “Separation Agreement”) pursuant
to which Mr. West will be entitled to receive, subject to
Mr. West’s execution and non-revocation of a customary release
of claims in favor of the Company, (i) the severance benefits
he would have been entitled to receive under his First Amended and
Restated Executive Severance Agreement with the Company, dated
February 23, 2022, in the case of a termination without cause
or a resignation for good reason, and (ii) extended
exercisability of his vested stock options until December 31,
2023.
The foregoing is a summary only and does not purport to be a
complete description of all of the terms, provisions and agreements
contained in the Separation Agreement, and is subject to and
qualified in its entirety by reference to the complete text of the
Separation Agreement, a copy of which is filed as Exhibit 10.1 to
this report.
| Item 9.01 |
Financial Statements and Exhibits.
|