Sema4 Holdings Corp. appointed Katherine Stueland as new CEO

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

Effective as of April 29, 2022, Nat Turner resigned from his position on the Board of Directors of the Company and all committees thereof (the "Board of Directors" or the "Board"). 

As contemplated by the Merger Agreement, the Board expanded the size of the Board of Directors to eleven (11) members effective as of April 29, 2022, and in connection with the Special Meeting, Katherine Stueland and Richard P. Pfenniger were each elected to the Board of Directors as Class III directors effective as of April 29, 2022 to serve until the 2024 annual meeting of stockholders, each until such director's respective successor is duly elected and qualified, subject to such director's earlier death, resignation, disqualification or removal.

In connection with the Closing, Eric Schadt was appointed President and Chief Research & Development Officer of the Company and ceased serving as the Chief Executive Officer effective as of April 29, 2022. Dr. Schadt will remain as an executive officer and director of the Company. 


In addition, in connection with the Closing and effective as of April 29, 2022, Katherine Stueland was appointed as Co-Chief Executive Officer of the Company. Ms. Stueland has entered into an employment agreement with the Company dated January 14, 2022, as amended on April 29, 2022 (the "Stueland Employment Agreement"), which provides for at-will employment and includes a base salary of $675,000, a discretionary incentive bonus opportunity with a target amount of 100% of the annual base salary, an initial grant of stock options and restricted stock units with an aggregate grant-date value of $9,000,000, and standard employee benefit plan participation. 

Pursuant to the Stueland Employment Agreement, if Ms. Stueland is terminated without "cause" or resigns for "good reason" (as such terms are defined in such employment agreement) other than in connection with a change in control, she will be entitled to receive 24 months of base salary continuation, 12 months of continued coverage under the Company's group health plans, and accelerated vesting of a portion of her initial stock option grant, subject to her execution of a release of claims. If instead such termination occurs within the period commencing three months prior to (or the date on which the Company has commenced engagement with a change in control counterparty, if later) and ending 12 months following a change in control, Ms. Stueland will be entitled to receive 24 months of base salary continuation, a lump sum payment equal to two times her target annual bonus, 24 months of continued coverage under the Company's group health plans, and accelerated vesting of her outstanding equity-based compensation awards, subject to her execution of a release of claims. 

In addition, pursuant to the Stueland Employment Agreement, Ms. Stueland agreed that, during the nine-month period following the Closing, she will not: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any shares of the Company's Class A common stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such shares, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The Stueland Employment Agreement also includes restrictive covenants that would prohibit Ms. Stueland from soliciting the Company's employees and exclusive consultants or competing with the Company during the 12-month period following her termination of employment. The summary of the Stueland Employment Agreement is qualified in its entirety by reference to the Stueland Employment Agreement, which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. 

Except as described in this Report, there is no arrangement or understanding between Dr. Schadt or Ms. Stueland and any other persons pursuant to which Dr. Schadt or Ms. Stueland was selected as a director or officer or between Mr. Pfenniger and any other persons pursuant to which Mr. Pfenniger was selected as a director, and, except as described in this Report, there are no related party transactions involving Dr. Schadt, Ms. Stueland or Mr. Pfenniger that are reportable under Item 404(a) of Regulation S-K. The Company's transactions with Dr. Schadt are described under "Certain Relationships and Related Party Transactions-Sema4 Related Party Transactions" beginning on page 249 of the Company's definitive proxy statement filed with the SEC on March 31, 2022 (the "Proxy Statement"), which descriptions are incorporated herein by reference. The Company's transactions with OPKO, the former employer of Ms. Stueland and where Mr. Pfenniger serves as a director, are described under "The Acquisition-The Merger Agreement," "The Acquisition-Support Agreements" and "The Acquisition-Shareholder Agreements" beginning on pages 106, 134 and 135, respectively, of Proxy Statement, as well as in the disclosure contained in Item 1.01 of this Report, which descriptions and disclosure are incorporated herein by reference. Further, Mr. Pfenniger is expected to receive compensation for his service on the Board consistent with the Company's standard compensation arrangements for non-employee directors. Such compensation arrangements are described under "Executive Compensation of Sema4-Director 


Compensation" beginning on page 226 of the Proxy Statement, which description is incorporated herein by reference. Mr. Pfenniger, as a non-employee director, was not appointed to serve on any committee of the Board of Directors.

Each of Ms. Stueland and Mr. Pfenniger entered into an indemnification agreement with the Company in the form previously filed as Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2021 (the "July 28, 2021 8-K"). The indemnification agreements provide, among other things, that the Company will indemnify the director or executive officer, as applicable, against any and all expenses incurred by that director or executive officer because of his or her status as one of the Company's directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and the Company's bylaws.

The foregoing description of the form of indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is attached as Exhibit 10.4 to the July 28, 2021 8-K and is incorporated herein by reference.