FLUIDIGM CORP appointed new CEO

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


The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 


Resignation of Chief Executive Officer and Director 

In connection with the Preferred Equity Transactions contemplated under the Purchase Agreements, Stephen Christopher Linthwaite, the Company's President and Chief Executive Officer and a member of the Board, will resign on the terms described below. Mr. Linthwaite's resignation did not involve any disagreement with the Company relating to the Company's operations, policies or practices. 

Transition Agreement with Stephen Christopher Linthwaite 

In connection with the execution of the Purchase Agreements, the Company entered into a transition agreement and release (the "Transition Agreement") with Mr. Linthwaite. Pursuant to the Transition Agreement, Mr. Linthwaite will continue to be employed as the Company's President and Chief Executive Officer and serve on the Board until the earliest to occur of (i) immediately prior to the date of Closing, (ii) May 15, 2022 and (iii) such earlier date as Mr. Linthwaite and the Company mutually agree to terminate the employment relationship (the earliest date under clause (i), (ii), or (iii) is referred to as the "Linthwaite Separation Date"), or, if earlier, the date Mr. Linthwaite's employment with the Company terminates (the period from the effective date of the Transition Agreement through the Linthwaite Separation Date, the "Transition Period"). During the Transition Period, Mr. Linthwaite will continue to be eligible for the same compensation and benefits he was eligible for prior to the Transition Period, provided that he will not participate in the Company's 2022 bonus plan. The Company will reimburse Mr. Linthwaite's reasonable attorneys' fees incurred in connection with the review and negotiation of the Transition Agreement and its enclosed exhibits, up to a maximum of $8,000. The Transition Agreement includes a limited release in favor of the Company. 

The Transition Agreement contemplates that, within 10 days following the Linthwaite Separation Date, subject to Mr. Linthwaite's timely execution and non-revocation of a separation agreement and release (the "Separation Agreement"), Mr. Linthwaite will be entitled to receive the severance benefits under the Company's 2020 Change of Control and Severance Plan (the "Severance Plan"), which are: (i) $1,190,000, less applicable withholdings, paid in equal installments over 24 months; (ii) eligibility for COBRA reimbursement for up to 12 months following the Linthwaite Separation Date; (iii) reasonable outplacement services in accordance with any applicable Company policy in effect as of the Linthwaite Separation Date, and (iv) a $200,000 lump sum payment, provided Mr. Linthwaite remains employed by the Company through the earlier of (i) the Closing and (ii) May 15, 2022, in all cases subject to the Closing. In addition, Mr. Linthwaite holds an award of restricted stock unit awards (the "2022 PSUs") that is eligible to vest based on (i) a relative TSR performance component in the performance period ending December 31, 2022, and (ii) a time-based vesting component, and, subject to the Separation Agreement become effective, the Company will amend the 2022 PSUs to remove the time-based vesting component, such that, notwithstanding the termination of his service on the Linthwaite Separation Date, the 2022 PSUs will remain outstanding and eligible to vest to the extent of achievement of the performance component alone. The Separation Agreement also provides that the Company will assign to Mr. Linthwaite and reimburse him for payment of premiums paid by him to maintain the life insurance policy insuring his life for 30 months following the Linthwaite Separation Date. The Separation Agreement includes a general release of claims in favor of the Company and a customary mutual nondisparagement provision. If any of the severance and other benefits provided for under the Separation Agreement or otherwise payable to Mr. Linthwaite constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code and could be subject to excise tax under Section 4999 of the Internal Revenue Code, then the payments will be delivered in full or delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax, whichever results in the greater amount of after-tax benefits to Mr. Linthwaite. 


The Separation Agreement also contemplates that, commencing on the Linthwaite Separation Date and continuing through November 30, 2022, Mr. Linthwaite will provide consulting services to the Company pursuant to the terms of a consulting agreement (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Mr. Linthwaite will receive a monthly fee of $25,000 during the term of the Consulting Agreement. Additionally, if Mr. Linthwaite provides services in excess of 60 hours in a month, then his monthly fee will be increased by $350 per each hour in excess of 60 hours. During the term of the Consulting Agreement, the Company will reimburse Mr. Linthwaite for reasonable expenses, and Mr. Linthwaite will vest in his outstanding Company equity awards in accordance with the terms and conditions of the awards and the Separation Agreement and Consulting Agreement. 

Pursuant to the terms of the Separation Agreement and the Consulting Agreement, if the Company terminates Mr. Linthwaite's consulting relationship prior to November 30, 2022, (i) any unpaid consulting fees that would otherwise have been paid through the first 6 months following the Linthwaite Separation Date will be due and payable, and (ii) Mr. Linthwaite's equity awards that would otherwise vest through November 30, 2022 will vest on an accelerated basis as if he had provided services through November 30, 2022. Following the termination of his consulting relationship, Mr. Linthwaite must sign a supplemental release of claims in favor of the Company in order to continue receiving the severance and benefits provided under the Separation Agreement. 

The foregoing summary of Mr. Linthwaite's Transition Agreement and Release, Separation Agreement, and Consulting Agreement is qualified in its entirety by reference to the full text of those agreements, which is attached as Exhibit 10.6 hereto, and the terms of which are incorporated herein by reference. 

Appointment of Chief Executive Officer 

In connection with the Preferred Equity Transactions under the Purchase Agreements, Dr. Michael Egholm entered into an offer letter pursuant to which he will be appointed Chief Executive Officer of the Company, effective as of, and conditioned upon, the Closing of the Preferred Equity Transactions. 

Michael Egholm, Ph.D., age 58, has served as the Chief Executive Officer of Standard Biotools, LLC since October 2021. He previously served as the Chief Technology Officer of Danaher Life Sciences, the life sciences arm of Danaher Corporation, a global science and technology company, from 2017 to September 2021. Prior to that, he served as President, Biopharmaceuticals at Pall Corporation, a global supplier of filtration, separations and purification products, from 2014 to 2017 and as their Chief Technology Officer from 2010 to 2014. Dr. Egholm has also served as a member of the board of directors of IsoPlexis Corporation, a publicly traded biopharmaceutical company, since 2018. Dr. Egholm is an elected member of the Royal Danish Academy of Sciences and Letters. Dr. Egholm completed his Ph.D. and Master's degree in Chemistry at the University of Copenhagen. 

Dr. Egholm has no family relationship with any member of the Board or any executive officer of the Company, and, other than the Preferred Equity Transactions described above, has not been involved in any related person transaction within the meaning of Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and required to be disclosed herein. 

Pursuant to Dr. Egholm's offer letter, he will be an at-will employee of the Company. He will receive an annual base salary of $500,000, and will be eligible to receive an annual bonus with a target level of 100% of his base salary. 

As a material inducement for Dr. Egholm commencing employment with the Company, promptly following the Closing of the Preferred Equity Transactions, he will receive nonqualified stock options (the "Egholm Option Award") to purchase up to 2.8% of the outstanding shares of Common Stock at the Closing of the Preferred Equity Transactions, calculated on a fully diluted basis (such number of shares, the "Egholm Option Shares"), provided that the number of shares subject to the Egholm Option Award may be reduced as described in the paragraph below, with a per share exercise price (the "Exercise Price") of the greater of (i) the Conversion Price or (ii) the fair market value of a share of Common Stock on the Egholm Option Award 


grant date (the "Grant Price"). Subject to his continued employment with the Company through the applicable vesting date, 25% of the shares subject to the Egholm Option Award will vest on the first anniversary of the vesting commencement date, and the remaining 75% of the shares subject to the Egholm Option Award will vest in equal monthly installments thereafter. 

In addition, if the Exercise Price exceeds the Conversion Price, then, as a material inducement for Dr. Egholm commencing employment with the Company, promptly following the Closing of the Preferred Equity Transactions, he will receive restricted stock units ("Egholm RSU Award"), covering a number of shares of Common Stock at the Closing of the Preferred Equity Transactions equal to (i) the amount by which the Exercise Price exceeds the Conversion Price, multiplied by the number of Egholm Option Shares underlying the Egholm Option Award, divided by (ii) the Exercise Price, with such amount rounded to the nearest whole share. The shares of Common Stock underlying the Egholm RSU Award will then reduce on a share-by-share basis the number of Egholm Option Shares subject to the Egholm Option Award. Subject to his continued employment with the Company, 25% of the Egholm RSU Award (if any) will vest in equal annual installments over a four-year period, beginning on the first anniversary of the vesting commencement date. 

If Dr. Egholm's employment is terminated due to his death or "disability" (as defined in the Severance Plan), a number of unvested shares underlying the Egholm Option Award and the Egholm RSU Award (if any) that otherwise would vest during the period between the termination date and the one-year anniversary of the termination date immediately will vest. 

The Egholm Option Award and Egholm RSU Award (if any) will be subject to the terms of the Company's 2022 Inducement Equity Incentive Plan (the "Inducement Plan") that the Company expects to adopt in connection with the Closing of the Preferred Equity Transactions and the applicable award agreement thereunder, which terms are expected to be substantially similar to the terms of the Company's 2011 Equity Incentive Plan. 

Pursuant to the terms of Dr. Egholm's offer letter, he will be a participant in the Severance Plan, and eligible to receive benefits at the same level and subject to the same terms and conditions as described with respect to Mr. Linthwaite in our 2021 Proxy Statement and previously filed with the Securities and Exchange Commission, except that, in addition, in a "Non-COC Involuntary Termination" Dr. Egholm will be entitled to receive an additional 12 months of vesting acceleration of his Company equity awards. 

On January 23, 2022, Dr. Egholm and the Company entered into an indemnification agreement for executive officers and directors. 

The foregoing description of Dr. Egholm's offer letter and indemnification agreement are qualified in their entirety by reference to the full text of his offer letter and indemnification agreement, which are attached as Exhibits 10.7 and 10.8 hereto, and the terms of which are incorporated by reference herein. 

Appointment of Chief Operating Officer 

In connection with the Preferred Equity Transactions under the Purchase Agreements, Mr. Hanjoon Alex Kim entered into an offer letter agreement pursuant to which he will be appointed Chief Operating Officer of the Company, effective as of, and conditioned upon, the Closing of the Preferred Equity Transactions. 


Hanjoon Alex Kim, age 50, has served as the EVP and President of the Healthcare Division of Milliken & Company. He previously served as the EVP of the Growth Ventures Group of Milliken & Company the two years prior. Prior to his position, he served as the EVP of Corporate Strategy and Corporate Development of Milliken & Company. Mr. Kim had also served as the SVP of Corporate Strategy and Business Development of the Pall Corporation for three years. Prior to that, Mr. Kim had worked at the Danaher Corporation for twelve years in roles including VP of Business Development of the Water Quality Group, Corporate Director of Strategic Development and Business Unit Manager of the Motion Group. Mr. Kim received his M.B.A. from the Stanford Graduate School of Business and also has his M.S. in Mechanical Engineering from the University of Pittsburg and B.S. in Mechanical Engineering from Carnegie Mellon University. 

Pursuant to Mr. Kim's offer letter, he will be an at-will employee of the Company. He will receive an annual base salary of $400,000, and will be eligible to receive an annual bonus with a target level of 55% of his base salary. 

As a material inducement for Mr. Kim commencing employment with the Company, promptly following the Closing of the Preferred Equity Transactions, he will receive nonqualified stock options (the "Kim Option Award") to purchase up to 1% of the outstanding shares of Common Stock at the Closing of the Preferred Equity Transactions, calculated on a fully diluted basis (such number of shares, the "Kim Option Shares"), provided that the number of shares subject to the Kim Option Award may be reduced as described in the paragraph below, with an Exercise Price of the greater of (i) the Conversion Price or (ii) the Grant Price. Subject to his continued employment with the Company through the applicable vesting date, 25% of the shares subject to the Kim Option Award will vest on the first anniversary of the vesting commencement date, and the remaining 75% of the shares subject to the Kim Option Award will vest in equal monthly installments thereafter. 

In addition, if the Exercise Price exceeds the Conversion Price, then, as a material inducement for Mr. Kim commencing employment with the Company, promptly following the Closing of the Preferred Equity Transactions, and subject to approval by the Committee, he will receive restricted stock units ("Kim RSU Award"), covering a number of shares of Common Stock at Closing of the Preferred Equity Transactions equal to (i) the amount by which the Exercise Price exceeds the Conversion Price, multiplied by the number of Kim Option Shares underlying the Kim Option Award divided by (ii) the Exercise Price, with such amount rounded to the nearest whole share. The shares of Common Stock underlying the Kim RSU Award will reduce on a share-by-share basis the number of Kim Option Shares subject to the Kim Option Award. Subject to his continued employment with the Company, 25% of the Kim RSU Award (if any) will vest in equal annual installments over a four-year period, beginning on the first anniversary of the vesting commencement date. 

If Mr. Kim's employment is terminated due to his death or "disability" (as defined in the Severance Plan), a number of unvested shares underlying the Kim Option Award and Kim RSU Award (if any) that otherwise would vest during the period between the termination date and the one-year anniversary of the termination date immediately will vest. 

The Kim Option Award and Kim RSU Award (if any) will be subject to the terms of the Company's Inducement Plan. 

Pursuant to the terms of Mr. Kim's offer letter, he will be a participant in the Severance Plan, and eligible to receive benefits at the same level and subject to the same terms and conditions as described with respect to our executive officers other than Mr. Linthwaite in our 2021 Proxy Statement and previously filed with the Securities and Exchange Commission, except in a "Non-COC Involuntary Termination," Mr. Kim will be entitled to receive 12 months of vesting acceleration of his Company equity awards. 

The Company expects to enter into its form of indemnification agreement for directors and executive officers with Mr. Kim, which requires the Company to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company's request. 

The foregoing description of Mr. Kim's offer letter is qualified in its entirety by reference to the full text of his offer letter, which is attached as Exhibit 10.9 attached hereto, and the terms of which are incorporated by reference herein. 


Election of New Directors 

Under the terms of the Certificates of Designations, and to the extent the Casdin Ownership Percentage (with respect to the Series B-1 Director) and Viking Ownership Percentage (with respect to the Series B-2 Director) continue to be met, the holders of a majority of the outstanding shares of Series B-1 Preferred Stock, voting separately as a single class, have the right to nominate and elect one member of the Board (the "Series B-1 Director") and the holders of a majority of the outstanding shares of Series B-2 Preferred Stock, voting separately as a single class have the right to nominate and elect one member of the Board (the "Series B-2 Director"). The Series B-1 Director and the Series B-2 Director shall not be subject to the classified board of directors provisions of the Company's certificate of incorporation. The Board has approved the appointment of Eli Casdin as the Series B-1 Director and Dr. Martin Madaus as the Series B-2 Director to serve as members of the Board effective as of, and conditioned upon, the Closing of the Preferred Equity Transactions. 

Mr. Casdin (other than pursuant to the Casdin Loan Agreement and the Series B-1 Purchase Agreement described above) and Dr. Madaus each have not been involved in any related person transaction within the meaning of Item 404(a) of Regulation S-K promulgated under the Exchange Act and required to be disclosed herein. 

The Company expects to enter into its form of indemnification agreement for directors and executive officers with Mr. Casdin and Dr. Madaus, which requires the Company to indemnify its directors and executive officers for certain expenses, including attorneys' fees, judgments, penalties, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company's directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company's request. 

Departure of Directors 

On January 23, 2022, Stephen Christopher Linthwaite, Ana K. Stankovic and Nicolas M. Barthelemy each notified the Company of their decision to step down from the Board, effective as of, and condition upon, the Closing, or with respect to Mr. Linthwaite, as of such time as described above. Each of Mr. Linthwaite's, Dr. Stankovic's and Mr. Barthelemy's decision to step down did not involve any disagreement with the Company relating to the Company's operations, policies or practices. 

Retention Program 

On January 23, 2022, the Board approved a retention compensation program for certain of our named executive officers, and certain other members of our executive leadership team. The retention program provides for a lump sum cash payment if the named executive officer remains employed with us through December 31, 2022. The cash payment is $293,877 in the case of Vikram Jog, $279,685 in the case of Colin McCracken, $263,640 in the case of Brad Kreger, and $268,421 in the case of Nicholas Khadder. If the employment with the Company of a participant in the retention program terminates for any reason prior to December 31, 2022, then he or she will forfeit any rights to the cash payment. 

Additionally, the retention compensation program provides that, in the event that the employment with the Company of a participant in the retention compensation program is terminated by the Company without "cause" (excluding by reason of death or "disability") (as defined in the Severance Plan) (such a termination, a "Qualifying Termination") on or prior to January 15, 2023, the Company will amend such participant's award of restricted stock unit awards that are eligible to vest 


based on (i) a relative TSR performance component in the performance period ending December 31, 2022, and (ii) a time-based vesting component to remove the time-based vesting component, such that, notwithstanding the termination of his service on or prior to January 15, 2023, such award will remain outstanding and eligible to vest to the extent of achievement of the performance component alone. Each of Messrs. Jog, McCracken, and Kreger hold this type of award. 

Additionally, the Company granted each of Messrs. Jog, Khadder, Kreger, and McCracken an award of restricted stock units covering 50,000 shares of the Company's common stock (the "Retention RSUs"). The Retention RSUs will be subject to the terms of our 2011 Equity Incentive Plan, as amended, and restricted stock unit award agreement thereunder. The Retention RSUs will be scheduled to vest on February 20, 2023 (the "Vesting Date"), subject to the individual's continued employment with the Company through that date. If the employment with the Company of a participant in the retention program is terminated in a Qualifying Termination prior to the Vesting Date, the Retention RSUs will become fully vested as of the termination date. If the participant's employment with the Company terminates for any reason other than a Qualifying Termination prior to the Vesting Date, then he or she forfeit any rights to the Retention RSUs. 

The receipt of any termination benefits described in the retention program is conditioned upon the participant timely signing and not revoking a separation and release of claims agreement in substantially the form attached to the Severance Plan. 

The foregoing description of the retention program is qualified in its entirety by reference to the full text of the substantially final form of the retention letter, which is attached as Exhibit 10.10 hereto, and the terms of which are incorporated by reference herein.