| Item 5.02 |
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
|
On March 2, 2023, the board of directors (the “Board”) of
Personalis, Inc. (the “Company”) appointed (i) Aaron Tachibana
as Chief Operating Officer, in addition to his role as Chief
Financial Officer, (ii) Christopher Hall as the Company’s
Chief Executive Officer, in addition to his role as President, and
(iii) Richard Chen as the Company’s Executive Vice President,
R&D, promoted from Vice President, R&D, in addition to his
role as Chief Medical Officer. The Board also appointed
Mr. Hall as a member of the Board as a Class II director.
Mr. Hall’s term as a director will expire, along with the
terms of the other Class II directors, at the Company’s annual
meeting of stockholders in 2024.
Mr. Tachibana, age 62, has served as the Company’s Chief
Operating Officer since March 2023, as a Senior Vice President
since July 2021, and as the Company’s Chief Financial Officer since
March 2019. He served as the Company’s interim Chief Executive
Officer from December 2022 until March 2023. 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 Chief Executive
Officer since March 2023 and as its President since December 2022.
Before that, he 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.
Dr. Chen, age 52, has served as the Company’s Executive Vice
President, R&D, since March 2023 and as Chief Medical Officer
since July 2021. Before that, he served as the Company’s Vice
President, R&D, from July 2021 to March 2023 and Chief
Scientific Officer from November 2011 to July 2021. Since September
2011, Dr. Chen has served on the clinical faculty at Stanford
University School of Medicine. In August 1997, Dr. Chen
co-founded Ingenuity
Systems, a genomic data software company. Dr. Chen holds a
B.S. in Computer Science from Stanford University, an M.S. in
Medical Informatics from Stanford University School of Medicine,
and an M.D. from Stanford University School of Medicine.
Amended Executive Employment
Agreements
In connection with his appointment as the Company’s Chief Operating
Officer and continuing role as Chief Financial Officer, the Company
entered into an amended employment agreement with
Mr. Tachibana. Pursuant to the agreement, Mr. Tachibana
will receive an annual base salary of $515,000 and will be eligible
to receive an annual discretionary performance bonus of up to 60%
of his then-current base salary. On March 15, 2023 (the “Grant
Date”), in connection with his appointment, Mr. Tachibana will
be granted an option to purchase 450,000 shares of common stock of
the Company at an exercise price equal to the closing price of the
Company’s common stock on the Grant Date. The shares subject to the
option will vest in equal monthly installments over 36 months, in
each case subject to Mr. Tachibana’s continuous service with
the Company.
In connection with his appointment as the Company’s Chief Executive
Officer and his continuing role as President, the Company entered
into an amended offer letter with Mr. Hall. Pursuant to the
agreement, Mr. Hall will receive an annual base salary of
$550,000 and will be eligible to receive an annual discretionary
performance bonus of up to 80% of his then-current base salary. On
the Grant Date, in connection with his appointment, Mr. Hall
will be granted an option to purchase 400,000 shares of common
stock of the Company at an exercise price equal to the closing
price of the Company’s common stock on the Grant Date. The shares
subject to the option will vest in equal monthly installments over
36 months, in each case subject to Mr. Hall’s continuous
service with the Company.
In connection with his appointment as the Company’s Executive Vice
President, R&D, and his continuing role as Chief Medical
Officer, the Company entered into an amended employment agreement
with Dr. Chen. Pursuant to the agreement, Dr. Chen will
receive an annual base salary of $500,000 and will be eligible to
receive an annual discretionary performance bonus of up to 60% of
his then-current base salary. On the Grant Date, in connection with
his appointment, Dr. Chen will be granted an option to
purchase 250,000 shares of common stock of the Company at an
exercise price equal to the closing price of the Company’s common
stock on the Grant Date. The shares subject to the option will vest
in equal monthly installments over 36 months, in each case subject
to Dr. Chen’s continuous service with the Company.