| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Principal Operating Officer:
On April 22, 2019,Bio-Rad Laboratories, Inc. (the “Company”) announced the appointment by the Board of Directors of the Company of Dr. Andrew J. Last, PhD as the Company’s Executive Vice President and Chief Operating Officer (including as principal operating officer), effective April 22, 2019.
Dr. Last has over 30 years of global management experience and technical expertise. Prior to joining the Company, Dr. Last, age 59, was the Chief Commercial Officer of Berkeley Lights, Inc., a digital cell biology company that develops and commercializes platforms for the acceleration of discovery, development and delivery of cell-based products and therapies, from December 2017 to April 2019. From 2016 through 2017, Dr. Last was the Chief Operating Officer of Intrexon Corporation, a publicly traded biotechnology company. Prior to that, from 2010 to 2016, Dr. Last held senior roles at Affymetrix, Inc., a company that manufactures DNA microarray solutions, including most recently the role of Executive Vice President and Chief Operating Officer. Dr. Last’s other previous global leadership roles have included senior positions with Becton, Dickinson and Company from 2004 to 2010; Applied Biosystems from 2002 to 2004; Incyte Genomics from 1999 to 2002; and Monsanto Company from 1987 to 1999.
The Company and Dr. Last entered into an employment offer letter providing for, among other things, an annual base salary of $575,000 per year, asign-on bonus of $50,000 (less taxes) that is payable within thirty days of his hire date, and a 2019 target cash bonus under the Company’s corporate incentive bonus plan of 80% of his eligible earnings, with this cash bonus to bepro-rated based on his time in the position. Within thirty days of his hire date, the Company’s Board will grant Dr. Last 5,000 restricted stock units and 5,000non-qualified stock options.
If Dr. Last’s employment with the Company is terminated by the Company without good cause, he will be entitled to a lump sum payment equal toone-year of his then current annual base salary, provided that he first enters into a full release of all claims in favor of the Company, its affiliates and their respective officers, directors and employees in a form provided by the Company.
A copy of the employment offer letter entered into between the Company and Dr. Last is filed as an exhibit to this report as Exhibit 10.1.
There are no arrangements or understandings between Dr. Last and any person other than the Company pursuant to which he was appointed as Executive Vice President and Chief Operating Officer. There is no family relationship between Dr. Last and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Dr. Last has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of RegulationS-K.
A copy of the press release announcing the appointment of Dr. Last is furnished with this report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
