A. Blaine Bowman
PersonalisAbout A. Blaine Bowman
A. Blaine Bowman (age 78) has served as an independent director of Personalis, Inc. since 2019. He previously served as Chairman, President, and CEO of Dionex Corporation and on public boards including Illumina, Inc. (2007–2018) and Altera Corporation (2012–2015); he holds a B.S. in Physics from Brigham Young University and an M.B.A. from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dionex Corporation | Chairman of the Board; President; Chief Executive Officer; Director | Executive roles 1977–2005; director until sale to Thermo Fisher in 2011 | Led the company through sale to Thermo Fisher Scientific Inc. |
| Illumina, Inc. | Director | 2007–2018 | Board service at leading DNA sequencing company |
| Altera Corporation | Director | 2012–2015 | Board service at programmable logic devices company |
| Solexa, Inc. | Director | 2006–Jan 2007 (through sale to Illumina) | Board through company sale to Illumina |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed for Mr. Bowman in the 2025 proxy |
| Prior public company boards | Illumina, Inc.; Altera Corporation; Solexa, Inc. | Director | Historical roles (see Past Roles) |
Board Governance
- Independence: The Board determined Mr. Bowman is independent under Nasdaq standards; the only non-independent director is the CEO .
- Committees and chair roles (2024 activity):
- Audit Committee: Member; designated “audit committee financial expert” by the Board .
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Not a member .
- Board leadership: Independent Chair (Karin Eastham); CEO role separated from Chair .
- Meetings/attendance: Board met 16 times in 2024; each director attended ≥75% of Board and committee meetings on which they served; committees (Audit, Compensation, Nominating) each met 4 times .
- Annual meeting engagement: All then-serving directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount/Terms | 2024 Amount Attributed to Bowman |
|---|---|---|
| Annual Board retainer (non-employee director) | $40,000 cash | $40,000 |
| Committee Chair fee | Compensation Committee Chair: $15,000 | $15,000 |
| Committee Member fee | Audit Committee Member: $10,000 | $10,000 |
| Total cash fees (2024) | Sum of above | $65,000 |
Performance Compensation
| Equity Vehicle | 2024 Grant Practice | Vesting | 2024 Reported Value | Other Key Terms |
|---|---|---|---|---|
| Annual non-employee director stock option | Increased in 2024 to 50,000 shares, granted at close of annual meeting (was 40,000 prior policy) | Vests upon earlier of 1-year anniversary or day before next annual meeting, subject to service | Option awards grant-date fair value: $45,810 (Bowman, 2024) | Exercise price = FMV on grant date; 10-year term; post-termination exercise up to 36 months; change-in-control: vesting accelerates immediately prior to effectiveness |
| Performance metrics applied to director equity | None (time-based vesting only) | — | — | Director equity is not performance-conditioned |
Other Directorships & Interlocks
| Company | Role | Timeframe | Interlocks / Related-Party Notes |
|---|---|---|---|
| Illumina, Inc. | Director | 2007–2018 | No Personalis-related transactions disclosed involving Bowman |
| Altera Corporation | Director | 2012–2015 | No Personalis-related transactions disclosed involving Bowman |
| Solexa, Inc. | Director | 2006–Jan 2007 | No Personalis-related transactions disclosed involving Bowman |
Related-party overview: Personalis disclosed significant commercial and investment relationships with Tempus and Merck in 2023–2025; no transactions involving Mr. Bowman personally were disclosed. The Audit Committee reviews related-person transactions under a formal policy .
Expertise & Qualifications
- Financial and governance: Board-designated “audit committee financial expert”; extensive public-company board experience; executive leadership background .
- Industry: Instrumentation and biotechnology/diagnostics domain expertise from Dionex and Illumina/Altera/Solexa board service .
- Education: B.S. Physics (Brigham Young University); M.B.A. (Stanford GSB) .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Common shares owned | 13,506 | Direct holdings |
| Stock options exercisable within 60 days | 153,264 | Vested/exercisable within 60 days of March 20, 2025 |
| Total beneficial ownership | 166,770 | Less than 1% of outstanding shares |
| Company policy on pledging/hedging | Prohibited from pledging, margin accounts, and hedging transactions under Insider Trading Policy |
Director Compensation (2024 actuals)
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $65,000 |
| Option awards (grant-date fair value) | $45,810 |
| Stock awards | $0 |
| Total | $110,810 |
| Options outstanding (12/31/2024) | 153,264 |
Governance Assessment
- Strengths
- Independent director; serves as Compensation Committee Chair and Audit Committee member; designated audit committee financial expert, enhancing oversight of pay and financial reporting/cyber risk .
- Strong engagement and functioning board: 16 Board meetings in 2024; each director attended ≥75%; all directors attended the 2024 annual meeting .
- Shareholder alignment signals: 2024 say-on-pay approval ~96.7% indicates broad support for compensation program overseen by the committee Bowman chairs .
- Risk-mitigating policies: Prohibitions on hedging/pledging; formal related-person transactions policy; clawback policy adopted Nov 1, 2023 .
- Potential risks/considerations
- Concentration of responsibilities as Compensation Committee Chair requires continued vigilance on pay-for-performance and consultant independence; the committee uses Aon as independent consultant with independence factors assessed .
- Company has material strategic/commercial relationships with significant shareholders (Tempus ~14.4% as of Aug 2024 exercise and investment; Merck ~15.9% stake) that warrant ongoing Audit Committee oversight for conflicts; no Bowman-specific conflicts disclosed .
- RED FLAGS: None specifically identified for Mr. Bowman in the proxy (no related-party transactions, pledging, or attendance issues disclosed) .
Board Governance (Reference Data)
| Attribute | Detail |
|---|---|
| Independence status | Independent director |
| Committees | Audit (member; financial expert), Compensation (Chair) |
| Years on PSNL board | Director since 2019 |
| 2024 Board/Committee meetings | Board: 16; Audit: 4; Compensation: 4; Nominating: 4 |
| Attendance | Each director attended ≥75% of applicable meetings in 2024 |
Say-on-Pay & Shareholder Feedback (Context for Comp Committee Chair)
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | ~96.7% of votes cast approved |
Compensation Committee Practices (Context)
- Committee composition (2024): Bowman (Chair), Bloom, Myers, Shoff; all independent .
- Consultant: Aon Human Capital Solutions engaged; independence factors considered per SEC/Nasdaq; supports benchmarking, peer group, and director pay reviews .
Policies Relevant to Alignment and Risk
- Hedging/pledging prohibited; short-term speculative transactions banned .
- Incentive compensation recoupment (clawback) policy adopted Nov 1, 2023 .
- Related-person transactions reviewed under formal policy by Audit Committee .