Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2021, following recommendation from the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of Veracyte, Inc.
(the "Company"), the Board appointed Muna Bhanji to serve as a director of the
Company, effective March 19, 2021. Ms. Bhanji will serve as a Class II director
whose term will expire at the Company's 2021 annual meeting of stockholders. In
connection with her appointment as a director, Ms. Bhanji has been appointed to
the Nominating and Corporate Governance Committee and the Regulatory and
Compliance Committee of the Board.
There is no arrangement or understanding between Ms. Bhanji and any other
persons pursuant to which he was selected as a director. Ms. Bhanji 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 her appointment to the Board, and in accordance with the
Company's non-employee director compensation program, Ms. Bhanji will receive an
annual cash retainer of $40,000 for serving on the Board, a $5,000 annual cash
retainer in connection with her service on the Nominating and Corporate
Governance Committee of the Board, a $5,000 annual cash retainer in connection
with her service on the Regulatory and Compliance Committee of the Board, and
annual cash retainers for service on any other committees of the Board to which
Ms. Bhanji is appointed, if any. In addition, in accordance with the Company's
2013 Stock Incentive Plan (the "Plan"), on the effective date of her
appointment, Ms. Bhanji will receive restricted stock units ("RSUs") valued at
$600,000 on the date of grant. The RSUs will vest and become exercisable as to
one-third of the shares on each of the first, second and third annual
anniversaries of the date of grant subject to Ms. Bhanji's continued service as
a director on each such date. The RSUs will vest in full upon a change in
control of the company (as defined in the Plan). She will also be entitled to an
annual RSU grant in future years in accordance with the Plan.
Ms. Bhanji has entered 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 Ms. Bhanji's appointment to the Board.
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