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.
(d) Exhibits
Exhibit
Number Description
10.1 Separation Agreement, dated December 14, 2022, between the Company
and John West
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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