Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On July 24, 2022, the Board of Directors (the "Board") of Berkeley Lights, Inc.
(the "Company") appointed Mehul Joshi as its Chief Financial Officer effective
July 25, 2022 (the "Effective Date").
Mr. Joshi, age 62, is an experienced finance executive with a strong background
in the life sciences and technology industries, including at companies with a
combination of equipment, software, and services business units. Previously, he
served in a number of senior finance and accounting roles since May 1, 2011 at
ResMed Incorporated, a digital health and cloud-connected medical device
company, including most recently as senior vice president, Finance & Head of
Global FP&A & Accounting Services. At ResMed, Mr. Joshi directed global finance
teams that played an integral role in driving transformational growth supporting
multi-channel business models including pricing and profitability, specifically
for their lease-to-own CPAP market, M&A, Operations, IR & Treasury, and was
interim CFO of the Software as a Services (SaaS) business line. Prior to ResMed,
Mr. Joshi served in leadership positions of increasing responsibility at Gilead
Sciences where he supported the exponential growth of the company, evaluated,
and integrated strategic acquisitions, and implemented tools, processes, and
analytics across the company. Mr. Joshi earned his B.A. in Accounting from
Rutgers University, and his MBA in Finance and Management from Rutgers
University.
In connection with his appointment as Chief Financial Officer, Mr. Joshi entered
into an offer letter with the Company (the "Offer Letter"). The Offer Letter
provides Mr. Joshi with an annual salary of $450,000 and an annual target bonus
of 50% pursuant to the Company's Incentive Bonus Plan. Additionally, Mr. Joshi
has entered into the Company's Executive Change in Control and Severance
Agreement. The Board also granted Mr. Joshi an option to purchase 451,208 shares
of the Company's common stock, par value $0.00005 per share ("Common Stock")
pursuant to the Company's 2020 Incentive Award Plan (the "Option Award"), as
well as 287,356 restricted stock units ("RSUs") pursuant to the Company's 2020
Incentive Award Plan (the "RSU Award"). The Option Award has a per share
exercise price of $4.35, which was the last reported sale price of the Common
Stock on the Nasdaq Global Select Market on July 25, 2022. 25% of the shares of
Common Stock subject to the Option Award will vest and become exercisable on the
one year anniversary of the Effective Date and as to 1/36th of the remaining
shares underlying the Option Award on a monthly basis thereafter, subject to
Mr. Joshi's continued service to the Company. The RSU Award shall vest as to 25%
of the award on the one year anniversary of the Effective Date and then in equal
quarterly installments thereafter over three years, subject to Mr. Joshi's
continued service to the Company. The Offer Letter also provides for the
reimbursement of up to $25,000 of legal fees incurred by Mr. Joshi in connection
with the Offer Letter.
In addition, Mr. Joshi will receive severance and change in control benefits
consistent with the other executive officers of the Company (other than the
CEO), which provide that, if Mr. Joshi's employment with the Company is
terminated without "cause" or Mr. Joshi resigns for "good reason" (as defined in
the executive change in control severance agreement), Mr. Joshi will be entitled
to receive: (i) nine months of continued base salary and (ii) payment or
reimbursement of the cost of continued healthcare coverage for nine months. In
lieu of the foregoing benefits, if Mr. Joshi's employment with the Company is
terminated without "cause" or Mr. Joshi resigns for "good reason" during the 45
day period prior to, or the 12-month period following a Change in Control (as
defined in the 2020 Incentive Award Plan), he will be entitled to receive: (i)
12 months of continued base salary, (ii) payment or reimbursement of the cost of
continued healthcare coverage for 12 months, (iii) an amount equal to 12 months
of Mr. Joshi's annual bonus for the year of termination assuming 100% of target
performance and (iv) full accelerated vesting of any of his unvested equity
awards (except for any performance awards).
The foregoing summaries of the Offer Letter and the Executive Change in Control
Severance Agreement are qualified in their entirety by the complete terms of the
applicable agreement. The Offer Letter will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the three months ending
September 30, 2022 and the form of Executive Change in Control Severance
Agreement is filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2021.
Mr. Joshi has not been involved in any transactions that would require
disclosure under Item 404(a) of Regulation S-K.
--------------------------------------------------------------------------------
The Company issued a press release on July 25, 2022 announcing Mr. Joshi's
appointment. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated July 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
BRUKER CELLULAR ANALYSIS, INC. 