Karin Eastham

About Karin Eastham

Independent Chair of the Board at Personalis, Inc. (PSNL), age 75, serving since 2019. Former EVP & COO of Burnham Institute for Medical Research; B.S. in Accounting and MBA from Indiana University; Certified Public Accountant (inactive). Recognized “audit committee financial expert” by PSNL’s Board, reflecting deep finance and operations expertise in life sciences governance .

Past Roles

External Roles

Board Governance

• Roles: Independent Chair of the Board; Audit Committee member; Chair of Nominating & Corporate Governance Committee .
• Independence: Board determined she (and all non-employee directors) is independent under Nasdaq standards; also designated an “audit committee financial expert” .
• Attendance: Board met 16 times in 2024; each director attended ≥75% of Board and committee meetings .
• Leadership structure: Separate Chair and CEO (Chair: Eastham; CEO: Christopher Hall), enhancing oversight; independent directors meet in executive session as needed .
• Committee composition (2024):
  • Audit: Bloom (Chair), Bowman, Eastham; all independent; Eastham recognized as financial expert .
  • Compensation: Bowman (Chair), Bloom, Myers, Shoff; all independent .
  • Nominating & Corporate Governance: Eastham (Chair), Myers, Widder; all independent .

Fixed Compensation

Policy summary:

• Annual cash retainers: Director $40,000; Chair $100,000; Lead Independent Director $60,000. Committee fees: Audit Chair $20,000 / Member $10,000; Compensation Chair $15,000 / Member $7,500; Nominating Chair $10,000 / Member $5,000 .
• No meeting fees disclosed; compensation paid quarterly in arrears .

Performance Compensation

Directors receive standard stock options (nonstatutory) with time-based vesting; no performance metrics disclosed for director equity awards. Annual grant at each annual meeting: 50,000 options (increased from 40,000 in prior policy), vesting upon earlier of one year or prior to next annual meeting; initial appointment grants are 80,000 options, vesting over three years. Change-in-control: director option grants vest immediately prior to effectiveness. Options have 10-year term; post-termination exercise period up to 36 months (subject to terms) .

No director performance metrics (e.g., TSR, revenue) are tied to equity awards; awards are time-based with specified vesting schedules .

Other Directorships & Interlocks

• Current: Veracyte (since 2012). PSNL’s CEO previously held senior roles at Veracyte (President/COO/CCO during 2010–2019), implying a potential information-flow interlock but no related-party transactions tied to Eastham are disclosed .
• Prior: Nektar (2018–2023), Geron (2009–2023), Illumina (2004–2019) .

Expertise & Qualifications

• Finance and operations leadership; CPA (inactive) .
• Designated audit committee financial expert .
• Extensive board experience across genomics and biopharma (Illumina, Veracyte, Geron, Nektar) .

Equity Ownership

Policy indicators:

• Insider Trading Policy prohibits hedging, short sales, derivative speculation, and pledging/margining company stock—reduces alignment risk. No pledging by directors permitted; no pledging disclosed for Eastham .

Governance Assessment

• Strengths:

  • Independent Chair with finance expertise; separate Chair/CEO structure supports oversight .
  • Independent status; “audit committee financial expert”; robust committee leadership (chairs Nominating) .
  • Attendance at or above governance threshold; committee activity documented .
  • Director pay structure balanced: modest cash retainers with equity options, aligning incentives while avoiding performance manipulation; change-in-control vesting disclosed .
  • Company-wide clawback policy (executive incentive compensation) and prohibition on hedging/pledging—positive governance signals .
  • High 2024 say-on-pay approval (96.7%), signaling investor support for compensation governance .

• Watch items / potential conflicts:

  • Interlock potential via Veracyte: Eastham is a current director; PSNL’s CEO has prior senior Veracyte roles. No related-party transactions involving Eastham disclosed, but monitor for overlapping strategic decisions or consulting relationships between PSNL and Veracyte .
  • Material related-party transactions exist at company level (Tempus commercialization, warrants, and investment; Merck investment and services), though not tied to Eastham; continuous oversight via Audit Committee is prudent .

• Signals affecting investor confidence:

  • Independent Chair and committee leadership bolster board effectiveness; attendance and independence criteria met .
  • Transparent director compensation policy, predictable vesting, and no meeting fees; change-in-control acceleration disclosed—clear, shareholder-aware design .
  • Strong governance policies (insider trading prohibitions; recoupment policy), reducing risk of misalignment .

Appendices

Committee Assignments (2024)

Director Compensation Detail (2024)

Insider Trades (Form 4)

All references: