Marshall Mohr

About Marshall Mohr

Marshall Mohr (age 69) is an independent director at Pacific Biosciences of California, Inc. (PacBio) and has served on the board since 2012 . He retired from Intuitive Surgical in August 2024 after roles including Executive Vice President, Global Business Services (from January 1, 2022) and previously CFO; earlier he was CFO of Adaptec, and an audit partner at PwC leading its Silicon Valley technology audit advisory practice. He holds a BBA in Accounting and Finance from Western Michigan University .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mohr is independent under Nasdaq rules; he also meets committee independence standards .
• Committee assignments (current): Audit Committee Chair (appointed Feb 2025) and Compensation Committee member; Audit chair succession from Livingston noted .
• Board attendance and engagement: In 2024, Board held nine meetings; each director attended at least 75% of Board and committee meetings; all directors then serving attended the 2024 Annual Meeting .
• Board structure: Board declassification underway (transition to annual elections completed by 2027); Class III directors elected in 2025 serve one-year terms .
• Audit Committee expertise: Each member, including Mohr, qualifies as an SEC “audit committee financial expert” and meets Nasdaq/SEC independence and literacy requirements .

Fixed Compensation

• Director Cash Retainers (policy):
  • Board retainer $40,000/year; Audit chair $20,000; Audit member $10,000; Compensation chair $14,000; Compensation member $7,000; Corporate Governance chair $10,000; member $5,000; Science & Technology chair $10,000; member $5,000; Board Chair $40,000 .
• 2024 Actual (Marshall Mohr):
  • Fees earned/paid in cash: $57,000 .

Performance Compensation

• Equity mix shift: In 2024, PacBio amended director equity to 50% RSUs and 50% stock options for Initial and Annual Awards; Annual Award target value remains $200,000 (share caps apply). Prior year (2023) director equity reflected options only, evidencing a mix shift to RSUs in 2024 .
• 2024 Actual (Marshall Mohr):
  • Stock awards (RSUs) grant-date fair value: $37,655 .
  • Option awards grant-date fair value: $37,656 .
• Vesting schedules (policy):
  • Initial RSUs: 1/3 vest on 1st, 2nd, 3rd anniversaries of start date .
  • Initial Option: 1/3 vests at 1-year; remaining vests monthly over next 24 months .
  • Annual Option: vests monthly over 1 year or earlier at next annual meeting .
• Change-in-control terms:
  • 2010 Director Plan: full vesting, 100% of performance deemed achieved; restrictions lapse .
  • 2020 Plan: administrator may accelerate/assume/terminate; if not assumed/substituted, options/RSUs/performance awards vest in full with performance deemed at 100% target .
• Clawback: Awards under 2020 Plan subject to PacBio’s Compensation Recovery Policy adopted Oct 2023; administrator may impose forfeiture/recoupment .
• 2025 scheduled director annual award: Each non-employee director expected to receive $200,000 in stock options at the 2025 meeting (Mohr included), subject to service through grant date; share counts ND until grant; per-director cap 65,000 shares .

Other Directorships & Interlocks

Note: 2024–2025 related-party transactions disclosed include Stanford University and 4D Molecular Therapeutics (ties to other PACB directors), but none involve entities connected to Mohr .

Expertise & Qualifications

• Audit and financial leadership: Former EVP/CFO at Intuitive Surgical; prior CFO Adaptec; former PwC audit partner; designated audit committee financial expert .
• Education: BBA in Accounting and Finance (Western Michigan University) .
• Committee experience: Extensive audit chair experience across public companies; currently audit committee chair at Veeva Systems .

Equity Ownership

• Beneficial ownership (as of April 10, 2025): 110,000 shares owned directly; 303,174 shares right to acquire (options/RSUs vesting within 60 days); total beneficial ownership 413,174 (<1% of class) .
• Outstanding director equity (as of Dec 31, 2024): 22,821 RSUs; 280,353 options outstanding; 264,263 options exercisable .
• Hedging/pledging: Company policy avoids margin accounts, hedging/pledging/derivatives/short sales (strength for alignment) .

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Independent audit committee chair with deep CFO and audit background; designated audit committee financial expert—supports robust financial oversight .
  • Strong engagement: ≥75% attendance in 2024 and service on key committees (Audit chair; Compensation member) .
  • Alignment safeguards: prohibition on hedging/pledging; clawback policy applies to equity awards; clear CIC provisions avoid repricing and enforce disciplined equity governance .
  • Board declassification enhances accountability via annual elections by 2027—a positive shareholder governance signal .

• Risks / Red Flags

  • None disclosed regarding related-party transactions tied to Mohr’s external roles (Veeva, SRI, prior boards) ; no pledging disclosed (company policy prohibits) .
  • Equity compensation to directors includes time-based RSUs and options (no performance-based criteria for directors); potential optics risk amid broader company equity overhang trends, though director limits and clawbacks mitigate concerns .

• Compensation mix change implications

  • Shift from options-only (2023) to RSUs+options (2024) reduces risk and increases guaranteed value, improving retention but modestly weakening performance sensitivity for directors; capped values and vesting help preserve alignment .

Director Compensation Summary (Marshall Mohr, FY 2024)

Additional Context for Analysts

• Committee consultant: Aon advises the Compensation Committee on director compensation competitiveness .
• Company-level shareholder feedback: Prior “say-on-pay” support >92% in 2023 indicates constructive investor sentiment on compensation governance (executive context) .