Independent
Tenure on this board
4.3 yrs
2 nominees · 3 ballot items.
Election of two Class I directors; ratification of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026; and a non-binding, advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect two nominees (Olivia K. Bloom and Woodrow A. Myers, Jr., M.D.) as Class I directors to hold office until the 2029 Annual Meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of BDO USA, P.C. as Personalis’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.
This management proposal requests a non-binding, advisory approval of the Company’s executive compensation program as disclosed in the proxy materials (a "say-on-pay" vote required by the Dodd-Frank Act and SEC rules). Management is seeking shareholder approval not to change compensation directly but to solicit stockholder feedback on the overall design and philosophy—specifically a pay-for-performance approach that ties a substantial portion of named executive officers’ compensation to performance-based cash bonuses and equity awards. The Company discloses that a significant portion of CEO and other NEO pay is at-risk and linked to measurable corporate objectives and long-term equity value creation, and that annual equity grants include both service-based options and performance-based restricted stock units tied to operational and reimbursement milestones. The Board has adopted a policy to solicit this advisory vote annually, reflecting prior stockholder preference (the 2025 say-on-pay received ~96.12% support) and to facilitate ongoing stockholder engagement on pay alignment. While the vote is non-binding, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions, using it as an input to calibrate pay levels, incentives, and performance metrics. The proposal sits in the broader governance context of aligning management incentives with commercialization, reimbursement, and clinical validation milestones that are material to the Company’s strategic plan and shareholder value. The Board’s recommendation to vote “For” is justified by the Committee’s view that the program attracts and retains management, emphasizes long-term equity alignment, and uses rigorous, pre-established performance targets; opposition would typically reflect concerns about pay quantum, metric selection, or perceived misalignment between pay and recent financial performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Merck Co., Inc. | 13.41% | 14,044,943 | $89M |
| 2 | Lightspeed Management Company, L.L.C. | 7.79% | 8,160,734 | $52M |
| 3 | ARK Investment Management LLC | 7.59% | 7,944,112 | $51M |
| 4 | T. Rowe Price Investment Management, Inc. | 4.54% | 4,758,091 | $30M |
| 5 | AMERIPRISE FINANCIAL INC | 4.41% | 4,622,921 | $29M |
| 6 | Aberdeen Group plc | 3.33% | 3,488,308 | $22M |
| 7 | Deep Track Capital, LP | 2.86% | 3,000,000 | $19M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 2.74% | 2,868,463 | $18M |
| 9 | AMERIPRISE FINANCIAL INC | 2.71% | 2,834,074 | $18M |
| 10 | BlackRock, Inc. | 2.41% | 2,528,779 | $16M |
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