Kenneth Widder
PersonalisAbout Kenneth J. Widder
Independent director of Personalis (PSNL) since June 2023; current term runs through the 2027 annual meeting. Age 72 (as of 2025 proxy). Medical doctor with 40+ years in biomedical companies; MD from Northwestern University with pathology training at Duke University. Currently serves on PSNL’s Nominating & Corporate Governance Committee and is classified as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sydnexis, OrphoMed, Sytera, NovaCardia, Santarus, Molecular Biosystems | Founder, Director and/or CEO | Not disclosed | Serial biotech operator with multiple founder/CEO roles; brings diagnostics and emerging healthcare board experience |
| LVP Life Science Ventures (formerly Latterell Venture Partners), Windamere Venture Partners | General Partner | Not disclosed | Venture investing and governance experience across healthcare |
External Roles
| Organization | Role | Status |
|---|---|---|
| QuidelOrtho Corporation | Director | Current (as of 2025 proxy) |
| Evoke Pharma, Inc. | Director | Current (as of 2025 proxy) |
Board Governance
- Independence and engagement: The Board determined all directors other than the CEO are independent; each director attended at least 75% of board and applicable committee meetings in 2023 and 2024.
- Board and committee meetings: Board met 13 times (2023) and 16 times (2024). Audit, Compensation, and Nominating & Corporate Governance (NCG) each met 4 times in 2023 and 2024.
- Committee assignments (2024): Widder serves on the Nominating & Corporate Governance Committee; chair is Karin Eastham (independent).
- Committee assignments (2023): Appointed to Nominating & Corporate Governance Committee in August 2023.
- Board structure: Classified board; Widder listed as a director since 2023, with continuing term to 2027 in 2025 proxy.
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Board Retainer (cash) | $40,000 | Per non-employee director policy (amended Feb 2024) |
| 2024 | NCG Committee Member Fee (cash) | $5,000 | Member retainer (chair fee is $10,000) |
| 2024 | Total Cash Fees (Widder) | $45,000 | Matches disclosed “Fees Earned or Paid in Cash” |
| 2023 (pro-rated) | Cash Fees (Widder) | $24,043 | Joined June 2023; partial-year cash fees |
Policy detail: Additional annual cash retainers—Audit Chair $20,000/Member $10,000; Compensation Chair $15,000/Member $7,500; NCG Chair $10,000/Member $5,000. Lead Independent Director retainer $60,000; Board Chair retainer $100,000.
Performance Compensation
| Year/Grant Type | Instrument | Shares/Value | Vesting | Other Terms |
|---|---|---|---|---|
| Initial Director Grant (policy) | Nonstatutory stock option | 80,000 shares | 1/3 each year over 3 years | Change in control: full acceleration immediately prior to effectiveness |
| Annual Director Grant (policy) | Nonstatutory stock option | 50,000 shares (increased from 40,000) | Vests on earlier of 1 year or day prior to next annual meeting | Subject to continuous service; CiC acceleration as above |
| 2024 (Widder) | Option Awards (grant-date FV) | $45,810 | Per annual grant policy (time-based) | Disclosed in Director Compensation table |
| 2023 (Widder) | Option Awards (grant-date FV) | $129,952 | Initial grant (time-based) | Disclosed in Director Compensation table |
- No performance metrics (e.g., revenue/TSR/ESG) are used for director equity; awards are time-based options under the 2019 Plan (vesting as above).
Director Compensation (Totals)
| Year | Fees Earned or Paid in Cash | Option Awards (grant-date FV) | Stock Awards | Total |
|---|---|---|---|---|
| 2024 | $45,000 | $45,810 | — | $90,810 |
| 2023 | $24,043 | $129,952 | — | $153,995 |
Other Directorships & Interlocks
- Current public company boards: QuidelOrtho Corporation; Evoke Pharma, Inc.
- Interlocks/potential conflicts: Personalis’ related party transaction disclosures focus on agreements with significant holders (e.g., Tempus). No disclosure indicates a related-party transaction involving Widder or his immediate family.
Expertise & Qualifications
- Education: MD, Northwestern University; pathology training at Duke University.
- Domain expertise: Senior operator, founder and investor across diagnostics and emerging healthcare; selected for extensive industry and board experience.
Equity Ownership
| Date | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| March 20, 2025 | 76,667 | <1% | Reported in 2025 proxy ownership table (base 88,308,207 shares) |
| Dec 31, 2024 | 130,000 options outstanding (underlying) | N/A | Aggregate options held as of year-end (not all may be exercisable) |
| Dec 31, 2023 | 80,000 options outstanding (underlying) | N/A | Aggregate options held as of year-end |
- Hedging/pledging: Company policy prohibits hedging and pledging of Personalis stock by directors. No pledging by Widder is disclosed.
Governance Assessment
Strengths
- Independent director with relevant diagnostics/biotech leadership and investing experience; sits on NCG committee that oversees board composition and evaluations.
- Attendance and engagement appear adequate: board met 16 times in 2024 and each director attended ≥75% of applicable meetings; committee structure and independence confirmed.
- Director compensation structure is modest and aligned to service (cash retainer + committee fees) with equity that vests over time; 2024 total comp of $90,810 is reasonable for a small-cap diagnostics company.
Potential Watch Items
- Time commitments: Two other public boards (QuidelOrtho, Evoke) but within PSNL guideline of no more than four other public boards for non-employee directors; monitor for overboarding risk if additional appointments occur.
- Change-in-control single-trigger acceleration for director equity (immediate vesting) may reduce “at-risk” alignment in a sale scenario; common for small-cap peers but not universally investor-preferred.
- Concentrated strategic holders (e.g., Tempus, Merck) could influence corporate direction; no indication of Widder conflicts, but continued monitoring of related party dealings is prudent.
RED FLAGS
- None disclosed for Widder: no related-party transactions, no pledging, independence affirmed, and attendance thresholds met.
Appendix: Board & Committee Snapshot (Reference)
| Year | Board Meetings | Audit Meetings | Compensation Meetings | NCG Meetings | Widder Committee |
|---|---|---|---|---|---|
| 2024 | 16 | 4 | 4 | 4 | NCG Member |
| 2023 | 13 | 4 | 4 | 4 | NCG Member (appointed Aug 2023) |