| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 15, 2021, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) appointed Jessica Hopfield, Ph.D., to the Board as a Class II director, effective as of December 15, 2021, to serve for a term expiring at the Company’s 2022 annual meeting of stockholders. Also effective December 15, 2021, the Board appointed Dr. Hopfield to serve as a member of the Compensation Committee of the Board.
As provided in the Company’s Non-Employee Director Compensation Program, as amended (the “Director Compensation Program”), Dr. Hopfield will receive an annual cash retainer of $40,000 per year and additional annual retainers for committee service as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2021 (the “2021 Proxy Statement”).
Upon the effectiveness of her appointment, Dr. Hopfield will be automatically granted an option to purchase 16,507 shares of the Company’s common stock (the “Initial Option”), as well as a restricted stock unit award of 9,672 shares (the “Initial RSU Award”), in each case pursuant to the Company’s 2020 Incentive Award Plan (the “2020 Plan”). The Initial Option will vest in substantially equal monthly installments for three years from the date of grant, subject to continued service through each applicable vesting date. The Initial RSU Award will vest as to one-third of the restricted stock units on the first anniversary of the grant date and vest thereafter in equal quarterly installments for the following two years, subject to continued service through each applicable vesting date. In addition, following each annual meeting of the Company’s stockholders, Dr. Hopfield will automatically be granted an option to purchase shares of the Company’s common stock (the “Annual Option”) with a grant date value of $90,000, as well as an award of restricted stock units (the “Annual RSU Award”) with a grant date value of $90,000, in each case pursuant to the 2020 Plan. Each Annual Option and Annual RSU Award will vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder’s meeting, subject to continued service through such date. The exercise price per share of the Initial Option and each Annual Option will equal to the fair market value of a share of the Company’s common stock on the grant date, and all annual and initial awards will vest in full upon the consummation of a Change in Control (as defined in the 2020 Plan). The Company also entered into the Company’s standard indemnification agreement with Dr. Hopfield. Please see the descriptions of the Company’s standard indemnification agreement and the 2020 Plan contained in the 2021 Proxy Statement for additional information.
There are no arrangements or understandings between Dr. Hopfield, on the one hand, and any other persons, on the other hand, pursuant to which Dr. Hopfield was selected as a director of the Company. Dr. Hopfield is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
