VERACYTE, INC. (NASDAQ:VCYT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The attraction and retention of executive talent continues to be a focus for Veracyte,Inc. (the “Company”). To ensure alignment with peer practices and offer competitive compensation programs, the compensation committee (the “Compensation Committee”) of the board of directors of the Company periodically reviews the Company’s executive and employee benefits. Consistent with data provided by Radford, an Aon Hewitt Company, the Compensation Committee’s independent compensation consultant, on October 23, 2018, the Compensation Committee approved amendments to the change of control and severance agreements (the “Agreements”) of the Company’s Chief Executive Officer (“CEO”), President and Chief Operating Officer (“President”) and Chief Financial Officer (“CFO”), each a named executive officer. These Agreements replace and supersede the executive officers’ current change in control and severance arrangements. The Agreements are identical to the current change of control and severance agreements except as follows:
Upon a termination of the executive’s employment without Cause (excluding death or Disability) or if the executive resigns for Good Reason, in each case during the Change of Control Period, (i) the severance payment payable to the President and the CFO shall be equal to 18 months (previously 12 months) of the applicable executive’s annual base salary as in effect immediately prior to such executive’s termination date or, if greater, at the level in effect immediately prior to the Change of Control and (ii) if the executive timely elects COBRA continuation coverage, then the Company will reimburse the executive for COBRA premiums until the earlier of (A)a period of 18months (previously 12 months) from the date of termination or (B)the date upon which executive and/or executive’s eligible dependents become covered under similar plans (as such capitalized terms are defined in the Agreements).
Upon a termination of the applicable executive’s employment without Cause (excluding death or Disability) or if the executive resigns for Good Reason, in each case during the Change of Control Period, the CEO will receive a lump-sum payment equal to 200% (previously 50%), and the President and the CFO will receive lump-sum payments equal to 150% (previously 50%), in each case of the higher of (A) the greater of (x) Executive’s target bonus for the fiscal year in which the Change of Control occurs or (y) Executive’s target bonus as in effect for the fiscal year in which Executive’s termination of employment occurs, or (B) Executive’s actual bonus for performance during the calendar year prior to the calendar year during which the termination of employment occurs (as such capitalized terms are defined in the Agreements).
The foregoing descriptions are qualified in their entirety by the full text of the Agreements, which will be filed by the Registrant as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2018.
About VERACYTE, INC. (NASDAQ:VCYT)
Veracyte, Inc. is a genomic diagnostics company. The Company uses genomic technology to resolve diagnostic ambiguity. It targets diseases in which patients undergo invasive diagnostic procedures. Its products combine genomic technology, clinical science and machine learning. The Company commercializes over three genomic tests, which are transforming the diagnosis of thyroid cancer, lung cancer and idiopathic pulmonary fibrosis. The Company’s commercial solution, the Afirma Thyroid fine needle aspiration (FNA) Analysis, centers on the Afirma Gene Expression Classifier (GEC). The Afirma GEC is offered directly or as part of a solution that also includes cytopathology. The Company operates in the pulmonology diagnostics market. It offers Percepta Bronchial Genomic Classifier, a genomic test to resolve ambiguity in lung cancer diagnosis. It also offers the Envisia Genomic Classifier, which is designed to help in the assessment of patients suspected to have idiopathic pulmonary fibrosis.