Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 14, 2022, the Company appointed Melody Harris, age 56, President,
Enterprise Operations of the Company, effective December 5, 2022 (the "Effective
Date"). Prior to joining the Company, from 2018, Ms. Harris was President and
Chief Operating Officer for SomaLogic, Inc. (NASDAQ: SLGC), a protein biomarker
discovery and clinical diagnostics company. At SomaLogic, Ms. Harris had profit
and loss responsibility for the company's commercial, product and global
operations, along with its marketing, regulatory, IT, legal and human resources
departments. In addition, she led the transition of the company into a public
company. Prior to SomaLogic, Ms. Harris held executive positions in the
healthcare space for Qualcomm Life (the healthcare division of Qualcomm) and
HealthyCircles, a technology spin-out from Microsoft which she and team
successfully sold to Qualcomm in 2013. At Qualcomm, Ms. Harris led corporate
deals and M&A transactions and worked extensively across Qualcomm in leading the
integration efforts of those acquisitions. Ms. Harris has led deals across the
healthcare spectrum including with Merck, Telus Health Solutions, United Health
Group, Novartis, Surescripts, CVS and the American Heart Association. Prior to
HealthyCircles, Ms. Harris held a variety of other executive leadership roles,
including president of an international consumer-focused brand management firm,
and executive vice president of an international software development and
consulting firm in the broadcasting space. Ms. Harris has served in multiple
community and public roles including as a trustee of Metropolitan State
University of Denver (gubernatorial appointment), director of the Stapleton
Development Corporation (mayoral appointment), member of two Colorado
gubernatorial transition committees, policy advisor to Denver Mayor Michael
Hancock and member of his transition team, and energy policy advisor and lead
writer of the Bill Ritter for Governor campaign's New Energy Economy white paper
in 2006. Ms. Harris holds a Bachelor of Arts, cum laude, in Political Science
from the University of Denver and a Juris Doctor, cum laude, from the Harvard
Law School.
In connection with this new role, the Company and Ms. Harris entered into a
standard executive officer Employment Agreement (the "Employment Agreement")
which provides that Ms. Harris' base salary will be $525,000 per year, with
annual review and adjustment at the discretion of the Board or the Culture and
Compensation Committee of the Board (the "Compensation Committee"), an annual
incentive cash bonus of 50% of annual salary and an annual equity-based award of
$1,000,000, each based on the achievement of the Company's corporate objectives
and Ms. Harris' individual objectives, in each case, as established by the Board
or the Compensation Committee. In addition, Ms. Harris will receive a sign on
equity grant valued at $2,000,000.
Ms. Harris is eligible to participate in the benefit plans and programs
generally available to the Company's employees, except to the extent such plans
are duplicative of other benefits otherwise provided to executive officers. Ms.
Harris will also be entitled to reimbursement of all reasonable business
expenses incurred or paid by her in the performance of her duties and
responsibilities for the Company, subject to any maximum annual limit and other
restrictions set by the Company from time to time and to such reasonable
substantiation and documentation as may be specified by the Company from time to
time. If Ms. Harris is terminated without cause or if Ms. Harris terminates her
employment for good reason, the Company agrees to provide to Ms. Harris as
severance: (i) an amount equal to one times her base salary, (ii) an amount
equal to one times her target bonus, (iii) if Ms. Harris timely elects to
continue health plan coverage under COBRA, reimbursement of premiums to continue
health care benefits coverage under COBRA for the 12 months following the date
of Ms. Harris' termination and (iv) accelerated vesting for time-based equity
awards that would have vested within 12 months of the termination date. If Ms.
Harris' employment is terminated under these circumstances during the
twenty-four month period that follows, or the three-month period that precedes,
a change in control (as defined in the Employment Agreement), in lieu of the
severance described above, subject to her execution of a release agreement in
favor of the Company, the Company agrees to provide to Ms. Harris as severance:
(i) an amount equal to two times her base salary, (ii) an amount equal to one
times her target bonus, (iii) if Ms. Harris timely elects to continue health
plan coverage under COBRA, reimbursement of premiums to continue health care
benefits coverage under COBRA for the 12 months following the date of Ms.
Harris' termination and (iv) accelerated vesting of all time-based equity
awards.
The summary of the Employment Agreement set forth above does not purport to be a
complete statement of the terms of such document. The summary is qualified in
its entirety by reference to the full text of the Employment Agreement, a form
of which was filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the Securities and Exchange
Commission on February 25, 2022.
Ms. Harris does not have any family relationships with any of the Company's
other officers or directors.
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