Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 7, 2021, the Board of Directors (the "Board") of Berkeley Lights,
Inc. (the "Company") increased the authorized number of directors for its Board
of Directors from eight (8) to nine (9) and appointed Siddhartha Kadia, Ph.D.,
to the Board as a Class I director, effective as of September 7, 2021, to serve
for a term expiring at the Company's 2024 annual meeting of stockholders. Also
effective September 7, 2021, the Board appointed Dr. Kadia to serve as a member
of the Audit Committee of the Board, with John Chiminski stepping off of the
Audit Committee, and to serve as a member of the Compensation Committee of the
Board, with Michael Moritz stepping off of the Compensation Committee.
As provided in the Company's Non-Employee Director Compensation Program, as
amended (the "Director Compensation Program"), Dr. Kadia will receive an annual
cash retainer of $40,000 per year and additional annual retainers for committee
service as described in the Company's Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 1, 2021 (the "2021
Proxy Statement"). Under the Director Compensation Program, upon the
effectiveness of his appointment, Dr. Kadia will be automatically granted an
option to purchase 4,900 shares of the Company's common stock (the "Initial
Option"), as well as an award of 4,900 restricted stock units (the "Initial RSU
Award"), in each case pursuant to the Company's 2020 Incentive Award Plan (the
"2020 Plan"). The Initial Option will vest in substantially equal monthly
installments for three years from the date of grant, subject to continued
service through each applicable vesting date. The Initial RSU Award will vest as
to one-third of the restricted stock units on the first anniversary of the grant
date and vest thereafter in equal quarterly installments for the following two
years, subject to continued service through each applicable vesting date. In
addition, following each annual meeting of the Company's stockholders, Dr. Kadia
will automatically be granted an option to purchase 4,900 shares of the
Company's common stock (the "Annual Option"), as well as an award of 1,400
restricted stock units (the "Annual RSU Award"), in each case pursuant to the
2020 Plan. Each Annual Option and Annual RSU Award will vest in full on the
earlier of the first anniversary of the date of grant or the date of the next
annual stockholder's meeting, subject to continued service through such date.
The exercise price per share of the Initial Option and each Annual Option will
equal to the fair market value of a share of the Company's common stock on the
grant date, and all annual and initial awards will vest in full upon the
consummation of a Change in Control (as defined in the 2020 Plan). The Company
also entered into the Company's standard indemnification agreement with
Dr. Kadia. Please see the descriptions of the Company's standard indemnification
agreement and the 2020 Plan contained in the 2021 Proxy Statement for additional
information.
There are no arrangements or understandings between Dr. Kadia, on the one hand,
and any other persons, on the other hand, pursuant to which Dr. Kadia was
selected as a director of the Company. Dr. Kadia is not a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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