Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Hany Massarany as Director
On May 20, 2021, the Board of Directors (the "Board") of Accelerate Diagnostics,
Inc. (the "Company") elected Hany Massarany as a member of the Board, effective
immediately. Mr. Massarany has been appointed to the Nominating and Governance
Committee and the Compensation Committee of the Board.
There is no arrangement or understanding between Mr. Massarany and any other
person pursuant to which he was selected as a director, and Mr. Massarany does
not have any direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities
Exchange Act of 1934, as amended.
Mr. Massarany will receive the same compensation as the Company's other
non-employee directors as generally described under "Executive
Compensation-Director Compensation" in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on April 5, 2021.
Equity Award Grants
On May 20, 2021, the Compensation Committee of the Board granted the following
restricted stock units and performance stock units to Jack Phillips, the
Company' President and Chief Executive Officer, under the Accelerate
Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan.
Restricted Stock Performance Stock
Name Units (1) Units (2)
Jack Phillips, President and Chief
Executive Officer 206,597 103,299
(1) The restricted stock units vest monthly in 12 equal amounts starting January
13, 2023. Upon vesting, Mr. Phillips will receive a number of shares of common
stock equal to the number of restricted stock units that have vested.
(2) The performance stock units will vest in whole upon the Company's
achievement of certain annual revenue and operational milestone targets no later
than the end of 2023. If such targets are not achieved by the end of 2023, the
performance stock units will forfeit. Each vested performance stock unit will be
settled in one share of the Company's common stock.
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