Hannah Valantine

About Hannah A. Valantine

Hannah A. Valantine, M.D., age 73, has served on PacBio’s board since June 2021 and is currently a Class II director with a term expiring in 2027. She is a Professor of Medicine (Cardiovascular) at Stanford University and previously served as the NIH’s inaugural Chief Officer for Scientific Workforce Diversity; she is a co‑inventor of donor‑derived cell-free DNA technology for transplant rejection monitoring. Her governance credentials include independence under Nasdaq rules and service on key board committees focused on governance and science/technology.

Past Roles

External Roles

Board Governance

• Independence: The board determined Dr. Valantine is independent under Nasdaq rules; she also serves on committees that meet SEC/Nasdaq independence standards.
• Committee assignments (2024): Corporate Governance & Nominating Committee (member); Science & Technology Committee (member). Chair roles: none.
• Attendance and engagement: The board met nine times in 2024; each director attended at least 75% of board and applicable committee meetings, and all directors attended the 2024 annual meeting.
• Committee activity levels (2024): Corporate Governance & Nominating (4 meetings); Science & Technology (4 meetings).
• Board leadership: Separate Chair (John F. Milligan) and CEO roles; independent directors hold executive sessions led by an independent director in attendance.
• Board structure: PacBio is declassifying its board; directors elected at the 2025 meeting serve one‑year terms as part of the transition.

Fixed Compensation

• Policy reference points (Outside Director Compensation Policy, amended April 2025): Annual cash retainer $40,000; committee member retainers $5,000 (Corporate Governance & Nominating), $5,000 (Science & Technology); no per‑meeting fees.
• Consultant oversight: Aon (Human Capital Solutions) advises the Compensation Committee on director pay competitiveness.

Performance Compensation

• Equity award structure for non‑employee directors: Initial awards upon joining (aggregate grant‑date fair value $450,000; 50% options, 50% RSUs). Initial options vest 1/3 at 1 year then monthly over 24 months; initial RSUs vest 1/3 annually over three years.
• Annual awards: Non‑statutory stock options with $200,000 grant‑date fair value, vest monthly over one year; capped at 65,000 shares per director.
• Change‑in‑control terms: Under the 2020 Plan, unassumed awards fully vest (performance deemed at 100% of target); for non‑employee directors, if awards are assumed/substituted and the director is terminated other than voluntary resignation (unless at acquirer’s request), vesting accelerates as if not assumed. The legacy 2010 Director Plan provided full vesting upon change in control.
• Clawback: Awards under the 2020 Plan are subject to PacBio’s clawback policy adopted in October 2023 consistent with Dodd‑Frank.

Other Directorships & Interlocks

Related Party Transactions Involving Director‑Affiliated Entities

• Policy: Related party transactions >$120,000 require Audit Committee approval; committee assesses arm’s‑length terms and materiality.

Expertise & Qualifications

• Cardiovascular medicine and translational science; co‑inventor of donor‑derived cfDNA technology used clinically in transplant rejection monitoring.
• National leadership in scientific workforce diversity; senior academic leadership at Stanford.
• Independent governance experience on public company boards (BBIO, CDNA) in life sciences, aligned with PacBio’s genomics mission.

Equity Ownership

Governance Assessment

• Independence and committee fit: Independent under Nasdaq with roles on Corporate Governance & Nominating and Science & Technology—committees directly tied to board effectiveness and product quality/innovation oversight.
• Attendance signal: Met company’s ≥75% attendance threshold; full board attendance at 2024 annual meeting—supports engagement.
• Compensation alignment: FY2024 mix combines modest cash ($50k) with equity grants (options and RSUs), consistent with market practice and Aon‑validated policy; absence of meeting fees reduces pay‑for‑attendance risk.
• Equity and incentives: Director equity vests over multi‑year schedules; annual option grants incentivize long‑term value creation. Change‑in‑control provisions provide standard protection and accelerated vesting if awards aren’t assumed or upon certain post‑deal termination events.
• Ownership alignment: Beneficial ownership is <1% with 172,782 rights to acquire; no pledging noted in proxy. Stock ownership guidelines for directors not disclosed.
• Conflicts oversight: Stanford is a disclosed customer with relatively small transactions and receivables; covered under formal related‑party policy requiring Audit Committee review—mitigates perceived conflict from academic affiliations.
• Compensation governance: Compensation Committee is independent and uses an external consultant; clawback policy in place for awards under the 2020 plan—supports investor confidence.

RED FLAGS to monitor

• Academic‑affiliated transactions (Stanford) should continue under strict Audit Committee oversight; amounts were $346k revenue in 2024 with $52k receivables at year‑end. While immaterial, continued monitoring is prudent given multiple Stanford‑affiliated directors.
• Equity plan dilution: Company‑wide overhang would be ~24.2% including the 2025 proposed 23M share increase, though this is a board‑level compensation program topic rather than director‑specific risk.