Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2022, following recommendation from the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Veracyte, Inc.
(the "Company"), the Board appointed Eliav Barr, M.D., to serve as a director of
the Company, effective immediately. Dr. Barr will serve as a Class III director
whose term will expire at the Company's 2025 annual meeting of stockholders. In
connection with his appointment as a director, Dr. Barr has also been appointed
to serve on the Regulatory and Compliance Committee of the Board.
There is no arrangement or understanding between Dr. Barr and any other persons
pursuant to which he was selected as a director. Dr. Barr has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, and in accordance with the
Company's non-employee director compensation program, Dr. Barr will receive an
annual cash retainer of $40,000 for serving on the Board, a $5,000 annual cash
retainer in connection with his service on the Regulatory and Compliance
Committee of the Board, and annual cash retainers for service on any additional
committees of the Board to which Dr. Barr is appointed. In addition, in
accordance with the Company's 2013 Stock Incentive Plan (the "Plan"), on the
effective date of his appointment, Dr. Barr will receive restricted stock units
("RSUs") valued at $500,000 on the date of grant. The RSUs will vest and become
exercisable as to one-third of those shares on each of the first, second and
third annual anniversaries of the date of grant. The RSUs will vest in full upon
a change in control of the company (as defined in the Plan). He will also be
entitled to an annual RSU grant in accordance with the Plan.
Dr. Barr will also enter into the Company's standard form of indemnity agreement
for non-executive directors, which was filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 filed with the U.S. Securities and Exchange
Commission on October 7, 2013 (File No. 333-191282). The agreement will be
effective upon Dr. Barr's appointment to the Board.
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