Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 31, 2020, the Board of Directors of Pacific Biosciences of
California, Inc. (the "Company") appointed Mark Van Oene to the role of Chief
Operating Officer and designated him as the Company's principal operating
officer, and appointed Peter Fromen to the role of Chief Commercial Officer,
effective in each case upon his commencement of employment with the Company on
January 8, 2021 (the "Effective Date").
Mr. Van Oene, age 48, previously served as Senior Vice President and Chief
Commercial Officer of Illumina, Inc. ("Illumina"), a provider of DNA sequencing
systems, since 2017. Since joining Illumina in 2006, Mr. Van Oene held various
positions, including Senior Vice President and General Manager, Americas
Commercial Operations, and Vice President, Global Sales. Mr. Van Oene holds a
B.S. in biochemistry from Western University.
Under the terms of his offer letter, Mr. Van Oene will receive an annual base
salary of $550,000, as well as a one-time signing bonus of $200,000 subject to
pro rata repayment if he resigns prior to completing 12 months of employment.
Mr. Van Oene will have an annual target bonus opportunity equal to 60% of his
base salary, subject to achieving specified performance goals.
Mr. Fromen, age 46, previously served as Global Vice President of Population
Genomics and Precision Health of Illumina since 2019. Since joining Illumina in
2007, Mr. Fromen held various positions, including Senior Director of Investor
Relations, Senior Director of Product Marketing Applications, Services and
Automation, and Senior Director of Market Development and Product Marketing
Genomic Solutions. Mr. Fromen holds a B.A. in History from Kenyon College and an
M.B.A. from Arizona State University, W.P. Carey School of Business.
Under the terms of his offer letter, Mr. Fromen will receive an annual base
salary of $425,000, as well as a one-time signing bonus of $125,000 subject to
pro rata repayment if he resigns prior to completing 12 months of employment,
and relocation expenses of up to $100,000. Mr. Fromen will have an annual target
bonus opportunity equal to 50% of his base salary, subject to achieving
specified performance goals.
Mr. Van Oene's offer letter provides for the grant to him of a stock option to
purchase a total of 750,000 shares of the Company's common stock, and Mr.
Fromen's offer letter provides for the grant to him of a stock option to
purchase a total of 320,000 shares of the Company's common stock, in each case
under the Company's 2020 Inducement Equity Incentive Plan (the "Plan") with an
exercise price per share equal to the fair market value per share on the date of
grant, which will be scheduled to vest as to 1/4th of the shares subject to the
option on the 1-year anniversary of the Effective Date and as to 1/48th of the
shares each month thereafter, subject to each of their continued employment with
the Company through each applicable vesting date. The offer letter to Mr. Van
Oene also provides for the grant of an award of restricted stock units under the
Plan covering 335,000 shares of the Company's common stock, and Mr. Fromen's
offer letter provides for the grant of an award of restricted stock units under
the Plan covering 160,000 shares of the Company's common stock, in each case
that will be scheduled to vest as to 1/4th of such shares on each anniversary of
the grant date, subject in each case to the individual's continued employment
with the Company through each applicable vesting date. The foregoing description
of the key terms of the offer letters for Mr. Van Oene and Mr. Fromen does not
purport to be complete and is qualified in its entirety by the full text of such
offer letters, which will be filed as exhibits to the Company's Annual Report on
Form 10-K for the year ended December 31, 2020.
Mr. Van Oene and Mr. Fromen will each also be eligible to enter into a change in
control and severance agreement with the Company, which will provide that if the
Company terminates his employment for a reason other than "cause," his death or
his "disability," or his resignation for "good reason," as applicable, he would
be entitled to: (i) continued payments of base salary for 12 months from the
date of termination of employment; (ii) Company-paid COBRA continuation coverage
for up to 12 months; and (iii) if such termination occurs upon or within 12
months following a change in control of the Company: (a) vesting acceleration of
100% of the unvested portion of his then-outstanding equity awards, with any
performance-based awards having any performance goals then subject to such
awards being deemed achieved at 100% of target levels, unless specifically
provided otherwise under the applicable performance-based award agreement; (b) a
lump sum cash payment equal to his annualized base salary, prorated for the
number of days during which he was employed with the Company; and (c) a bonus
equal to his annualized target bonus for the year in which the termination
occurs, prorated based on the number of days he was employed with the Company or
its successor. The severance benefits under the change in control and severance
agreement will be subject to Mr. Van Oene and Mr. Fromen, as applicable,
entering into and not revoking a separation agreement and release of
--------------------------------------------------------------------------------
claims with the Company. The foregoing description of the key terms of the
change in control and severance agreement does not purport to be complete and is
qualified in its entirety by the full text of such agreement, which will be
filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 2020.
There is no arrangement or understanding between either Mr. Van Oene or Mr.
Fromen and any other persons pursuant to which Mr. Van Oene and Mr. Fromen were
selected as Chief Operating Officer and Chief Commercial Officer, respectively.
There are no family relationships between either Mr. Van Oene or Mr. Fromen and
any director or executive officer of the Company, and no transactions involving
either of them that would require disclosure under Item 404(a) of Regulation
S-K.
Item 7.01 Regulation FD Disclosure.
A copy of the press release dated January 8, 2021 announcing the appointments of
Messrs. Van Oene and Fromen is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Act of
1933, or the Securities Exchange Act of 1934, except as shall be expressly set
forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
5
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated January 8, 2021 titled "Pacific Biosciences
of California, Inc. Announces Appointments of Mark Van Oene as
Chief Operating Officer and Peter Fromen as Chief Commercial
Officer."
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
?
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses