Personalis, Inc. 10-Q

Item 5. Other Information. On April 1, 2022, we filed a definitive proxy statement on Schedule 14A relating to our 2022 Annual Meeting of Stockholders (the “Proxy Statement”). Pursuant to Instruction 1 to Item 402(n)(2)(iii) and (iv) of Regulation S-K, the Summary Compensation Table included under the “Executive Compensation” heading of the Proxy Statement contained estimates and not final non-equity incentive plan compensation amounts with respect to the 2021 annual performance-based cash bonuses for Aaron Tachibana, our Chief Financial Officer, and Richard Chen, M.D., M.S., our Chief Scientific Officer, because the 2021 annual performance-based cash bonuses for Mr. Tachibana and Dr. Chen had not yet been determined at the time the Proxy Statement was filed. On April 30, 2022, the Compensation Committee of our Board of Directors approved the 2021 annual performance-based cash bonuses for Mr. Tachibana and Dr. Chen. In accordance with Item 5.02(f) of Form 8-K, the 2021 annual performance-based cash bonuses for Mr. Tachibana and Dr. Chen, along with an updated Summary Compensation Table, are set forth below. Summary Compensation Table for 2021 Name and Principal Position Year Salary ($) Stock Awards ($) ( 1) Option Awards ($) ( 2) Non-Equity Incentive Plan Compensation ($) ( 3) All Other Compensation ($) ( 4) Total ($) John West 2021 587,500 1,061,025 2,677,575 601,600 1,500 4,929,200 President, Chief Executive Officer, and Director 2020 537,500 — 2,349,638 495,000 1,000 3,383,138 Aaron Tachibana 2021 443,750 1,656,400 646,625 214,775 1,500 2,963,050 Chief Financial Officer 2020 412,500 391,875 519,144 190,000 1,000 1,514,519 Richard Chen, M.D., M.S. 2021 468,750 1,656,400 707,875 222,188 1,500 3,056,713 Chief Scientific Officer 2020 437,500 178,125 619,836 200,000 1,000 1,436,461 (1) Amounts represent the grant date fair value of the stock awards granted to the named executive officers during 2020 and 2021 as computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. 68 (2) Amounts represent the aggregate grant date fair value of stock options granted to our named executive officers during 2020 and 2021, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers. (3) Amounts represent annual performance-based cash bonuses earned by our named executive officers based on the achievement of certain corporate performance objectives and individual performance during 2020 and 2021. For more information regarding these bonuses, see below under “Narrative to Summary Compensation Table—Annual Bonus Plan.” (4) Amounts represent matching contributions under our 401(k) plan during 2020 and 2021. 69 Item 6. E xhibits. Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant. 8-K 001-38943 3.1 6/24/2019 3.2 Amended and Restated Bylaws of the Registrant. 8-K 001-38943 3.2 6/24/2019 10.1 Amended Personalis, Inc. Non-Employee Director Compensation Policy, dated February 17, 2022. 10-K 001-38943 10.18 2/24/2022 10.2 Amended and Restated Executive Severance Agreement, by and between John West and the Registrant, dated February 23, 2022. 10-K 001-38943 10.19 2/24/2022 10.3 Amended and Restated Executive Severance Agreement, by and between Dr. Richard Chen and the Registrant, dated February 23, 2022. 10-K 001-38943 10.20 2/24/2022 10.4 Amended and Restated Executive Severance Agreement, by and between Aaron Tachibana and the Registrant, dated February 23, 2022. 10-K 001-38943 10.21 2/24/2022 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2† Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. 104 Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. † The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. 70 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 4, 2022 Personalis, Inc. By: /s/ Aaron Tachibana Aaron Tachibana Chief Financial Officer (Duly Authorized Officer) 71