Blog: ROCKLEY PHOTONICS HOLDINGS LTD : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On June 15, 2022, Rockley Photonics Holdings Limited (the “Company”) announced
the appointment of Chad Becker as interim Chief Financial Officer to succeed
Mahesh Karanth, who resigned from his position as Chief Financial Officer
effective June 13, 2022. Mr. Karanth’s final day of employment with the Company
will be June 17, 2022.

Mr. Becker, age 47, has 20 years of corporate finance experience and has served
as the Company’s Vice President, Financial Planning and Analysis since March
2022. Prior to joining the Company, Mr. Becker served as Vice President, Finance
at Tuft & Needle from February 2021 to August 2021. Prior to that position, Mr.
Becker served as Director, Treasury at NetApp, Inc. (NASDAQ: NTAP) from August
2017 to January 2021, and from July 2006 to August 2017, Mr. Becker served as
Manager, Treasury at Microsoft Corporation (NASDAQ: MSFT). Mr. Becker holds a
Chartered Financial Analyst designation and received his bachelor’s degree in
finance and economics from the University of Arizona and Master of Business
Administration degree from the University of Nevada at Las Vegas. Mr. Becker
serves on the board of trustees for the University of Arizona Foundation.

While serving as interim Chief Financial Officer, Mr. Becker’s annual base
salary will be $370,000 with a target bonus opportunity equal to 60% of his
annual base salary on a pro rata basis during his time as interim Chief
Financial Officer. Mr. Becker is not a party to any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Karanth’s departure, it is anticipated that the Company
and Mr. Karanth will enter into a separation agreement and release pursuant to
which Mr. Karanth will receive severance in accordance with the terms of his
employment agreement, as well as an extension of the post-termination exercise
period of Mr. Karanth’s outstanding stock options originally granted under the
Rockley Photonics Limited 2013 Stock Incentive Plan through June 13, 2024.

Item 7.01. Regulation FD Disclosure.

The Company has issued a press release entitled “Rockley Photonics Announces
Senior Leadership Changes” which is attached as Exhibit 99.1 and incorporated

The information in this Item 7.01 and the document attached as Exhibit 99.1 are
being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities and Exchange Act of 1934 (the “Exchange Act”), as amended, nor
otherwise subject to the liabilities of that section, nor incorporated by
reference in any filings under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.         Description
  99.1                Press Release of Rockley Photonics Holdings Limited dated June 15, 2022
                    entitled "Rockley Photonics Announces Senior Leadership Changes"
104                 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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