Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Directors or Certain Officers.
On June 14, 2022, Sema4 Holdings Corp. (“Sema4 Holdings” or the “Company”)
announced that, pursuant to a CFO transition plan adopted June 10, 2022 (the
“Transition Plan”), its Chief Financial Officer, Isaac Ro, will leave the
Company to pursue other career opportunities. Mr. Ro’s last day of employment
will be August 9, 2022. Pursuant to his employment agreement with the Company,
Mr. Ro will be entitled to nine months of salary continuation payments and
twelve months of COBRA continuation benefits, subject to his execution of a
release of claims. The Company also entered into a six-month consulting
agreement with Mr. Ro (the “Consulting Agreement”), pursuant to which Mr. Ro
will provide advisory services to the Company following his last day of
employment in exchange for continued vesting of his equity-based incentive
compensation awards, as well as an additional six-months of partial accelerated
vesting at the conclusion of such six-month consulting period, subject to Mr.
Ro’s reaffirmation of his release of claims. The foregoing description of the
Consulting Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Consulting Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
(c) Appointment of Certain Officers.
Pursuant to the Transition Plan, Richard Miao, the Company’s current Senior Vice
President of Financial Planning & Analysis and Treasurer, was promoted to Deputy
Chief Financial Officer and appointed to serve as the Interim Chief Financial
Officer, effective June 13, 2022. In this role, Mr. Miao will assume the
responsibilities of Principal Financial Officer while the Company conducts a
search to fill the Chief Financial Officer position on a permanent basis.
Mr. Miao has served as Senior Vice President of Financial Planning & Analysis
and Treasurer of the Company since May 2021. Prior to joining the Company, Mr.
Miao served as Senior Vice President of Corporate Finance and Treasurer at
Endeavor Group Holdings, a global talent and media agency, from October 2017 to
May 2021. Prior to that role, Mr. Miao served as Senior Vice President of
Corporate Finance at William Morris Endeavor, a global talent and media agency,
from December 2014 to October 2017. Mr. Miao received a B.A. in Economics from
Northwestern University and an M.B.A from the NYU Stern School of Business.
In connection with the appointment, the Compensation Committee of the Board of
Directors of the Company approved (i) a salary increase for Mr. Miao for a total
annual base salary of $360,000, (ii) target annual bonus of 50% of annual base
salary, and (iii) a $100,000 cash retention bonus payable three months following
the start date of the Company’s permanent Chief Financial Officer.
Mr. Miao has no family relationships that require disclosure pursuant to Item
401(d) of Regulation S-K and has not been involved in any transactions that
require disclosure pursuant to Item 404(a) of Regulation S-K. There is no
arrangement or understanding between Mr. Miao and any other person pursuant to
which Mr. Miao was named Interim Chief Financial Officer and Deputy Chief
Financial Officer of the Company.
(e) Compensatory Arrangements with Certain Officers.
As previously announced, on April 29, 2022, the Company completed its
acquisition of GeneDx, Inc. and Dr. Eric Schadt was appointed President and
Chief Research & Development Officer of the Company and ceased serving as the
Chief Executive Officer of the Company (the “Appointment”).
On June 14, 2022, the Company and Dr. Eric Schadt entered into an amendment (the
“Amendment”) to Dr. Schadt’s amended and restated employment agreement, dated as
of July 21, 2021 (the “Employment Agreement”), in order to extend the period
during which Dr. Schadt may provide the Company with written notice of “Good
Reason” (within the meaning of the Employment Agreement) as a result of the
Appointment through April 28, 2023.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is attached as Exhibit 10.2 and is incorporated herein by
Item 7.01 Regulation FD Disclosure.
On June 14, 2022, Sema4 issued a press release announcing Mr. Ro stepping down
from his position at the Company and Mr. Miao’s appointment as Interim Chief
Financial Officer and Deputy Chief Financial Officer, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item
7.01. The information in this Item 7.01 and Exhibit 99.1 attached
hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange
Act of 1934 (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Amendment No.1 to the Amended and Restated Employment of Agreement of Eric Schadt, dated June 14, 2022 10.2 Consulting Agreement with Isaac Ro, dated as of June 14, 2022 99.1 Press Release, dated June 14, 2022 , regarding th e Registrant's Chief Financial Officer Transition Pla n 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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