Personalis, Inc. current report, 04 March 2021

Full document

Business Context and Reporting Period

This Form 8-K Current Report was filed by Personalis, Inc. on March 8, 2021, covering events that occurred on March 4, 2021. The filing addresses changes to the Company's Board of Directors, specifically the resignation of a director and the appointment of a new director.

Key Financial Metrics

This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and director compensation arrangements.

Material Changes

  • Director Resignation: Patrick Balthrop resigned from the Board of Directors effective March 5, 2021. The resignation was not the result of any disagreement with the Company.
  • Director Appointment: Woodrow (Woody) A. Myers, Jr., M.D., was appointed as a Class I director effective March 6, 2021. His term expires at the 2023 annual meeting of stockholders.
  • Committee Assignment: Dr. Myers was appointed to the Nominating and Corporate Governance Committee.
  • Independence: The Board determined Dr. Myers qualifies as an independent director under Nasdaq Rules.

Compensation and Governance Details

In connection with his appointment, Dr. Myers received the following compensation under the Company's non-employee director policy:

  • Initial Equity Awards:
    • Nonstatutory stock option to purchase 3,719 shares (target value: $100,000).
    • Restricted stock unit (RSU) award covering 2,610 shares (target value: $100,000).
    • Vesting: Both grants vest in three equal annual installments over three years, subject to continuous service.
  • Annual Compensation:
    • Cash retainer: $40,000.
    • Committee retainer: $5,000 for service on the Nominating Committee.
    • Annual equity awards: Stock option and RSU each with a target value of $70,000.
  • Indemnification: The Company entered into a standard indemnification agreement with Dr. Myers.

Investor Verification Checklist

  • Verify the effective dates of the director resignation and appointment (March 5 and March 6, 2021, respectively).
  • Confirm the vesting schedule and target values of the initial equity awards granted to Dr. Myers.
  • Review the Company's 2019 Equity Incentive Plan for terms governing the grants.
  • Note that no financial data is provided in this specific filing; refer to recent 10-K or 10-Q filings for financial metrics.