Richard Chen
About Richard Chen
Richard Chen, M.D., M.S., age 54, serves as Executive Vice President, Research & Development, and Chief Medical Officer at Personalis (PSNL); he joined in 2011, previously serving as Chief Scientific Officer (2011–2021) and Chief Medical Officer (since July 2021), and was promoted to EVP, R&D in March 2023 . Dr. Chen holds a B.S. in Computer Science, an M.S. in Medical Informatics, and an M.D., all from Stanford, and is clinical faculty at Stanford University School of Medicine since 2011; he co‑founded Ingenuity Systems in 1997 . Company performance during his recent tenure included 2024 revenue of $84.6M (+15% YoY) and a reduced net loss of $81.3M, alongside expanding MRD test volume (1,441 tests in Q4’24); cumulative TSR value for an initial fixed $100 investment was $40.50 as of 2024 under the SEC’s pay-versus-performance disclosure framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Personalis, Inc. | Chief Scientific Officer | 2011–2021 | Built genomics platform; led scientific strategy pre-commercial MRD focus |
| Personalis, Inc. | Chief Medical Officer | Jul 2021–present | Led clinical validation and reimbursement initiatives supporting MRD |
| Personalis, Inc. | EVP, Research & Development | Mar 2023–present | Scaled clinical studies; supported test volume growth and payor submissions |
| Ingenuity Systems | Co‑founder | 1997 | Founded genomic data software company; relevant to bioinformatics leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University School of Medicine | Clinical faculty | Since Sep 2011 | Academic collaboration; credibility in oncology genomics |
Fixed Compensation
Multi-year compensation for Dr. Chen:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 498,500 | 511,250 |
| Option Awards – Grant Date FV ($) | 476,900 | 229,744 |
| Non-Equity Incentive (Annual Bonus) ($) | 299,100 | 245,400 |
| All Other Compensation ($) | 3,000 | 3,000 |
| Total ($) | 1,277,500 | 989,394 |
Base salary progression and bonus targets:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 500,000 | 515,000 |
| Target Bonus (% of salary) | 60% | 60% |
Performance Compensation
2024 Annual Cash Bonus Plan design and outcome:
| Metric | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| GAAP Revenue vs Budget | 60% | Company plan targets | Included in 80% aggregate achievement | 80% company achievement applied to bonus |
| Expense Reduction vs Budget | 10% | Plan targets | Included in 80% aggregate achievement | 80% achievement |
| Publications (breast, lung, IO) | 10% | Submissions; acceptance goals | Included in 80% aggregate achievement | 80% achievement |
| Medicare Coverage Submissions | 10% | 1 indication by Q3’24; +2 by 12/31/24 | Included in 80% aggregate achievement | 80% achievement |
| CTA Agreement Entry (min value) | 10% | Contract threshold | Included in 80% aggregate achievement | 80% achievement |
Bonus calculation result (Dr. Chen):
| Year | Target Bonus % | Co. Achievement | Actual Bonus ($) |
|---|---|---|---|
| 2024 | 60% | 80% | 245,400 |
| 2023 | 60% | 100% | 299,100 |
Equity incentives granted in 2024 (options):
| Award Type | Shares | Vesting | Performance Condition | Strike | Expiration |
|---|---|---|---|---|---|
| Service-based Stock Option | 175,000 | 36 equal monthly installments from Mar 15, 2024 | N/A | $1.61 | Mar 15, 2034 |
| Performance-based Stock Option | 45,000 | 0–100% vest upon reimbursement milestones by Dec 31, 2025 | Reimbursement milestones | $1.61 | Mar 15, 2034 |
Equity Ownership & Alignment
Beneficial ownership and breakdown:
| As of | Shares Held Directly | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|---|
| Mar 20, 2024 | 90,829 | 436,713 | 2,500 | 530,042 | 1.0% |
| Mar 20, 2025 | 119,617 | 616,606 | 2,500 | 738,723 | <1% |
- Insider Trading Policy prohibits hedging and pledging (margin accounts/loans) and speculative derivatives, reducing misalignment risk .
- Equity ownership includes substantial vested options (616,606 exercisable within 60 days as of Mar 20, 2025), which may contribute to periodic selling pressure when trading windows open .
- Say‑on‑pay support was high (96.7% approval in 2024), indicating shareholder acceptance of pay‑for‑performance design .
Key outstanding and recent awards detail (selected):
| Grant Date | Vest Start | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiry |
|---|---|---|---|---|---|
| 3/15/2024 (Service Option) | 3/15/2024 | 43,750 | 131,250 | 1.61 | 3/15/2034 |
| 3/15/2024 (Performance Option) | N/A | — | 45,000 (unearned) | 1.61 | 3/15/2034 |
| 3/15/2023 (Service Option) | 3/15/2023 | 145,833 | 104,167 | 2.76 | 3/15/2033 |
| 5/15/2021 (Service Option) | 5/15/2021 | 40,312 | 4,688 | 19.74 | 5/15/2031 |
| 7/27/2021 (RSU) | 7/27/2021 | — | 2,500 unvested RSUs | N/A | N/A |
Employment Terms
- Employment: At‑will; initial offer letter (Nov 23, 2011), employment agreement in 2019; amended Mar 7, 2023 for EVP, R&D role .
- Severance (no change-in-control, qualifying termination): 9 months base salary + up to 9 months COBRA premiums .
- Change‑in‑Control severance (double‑trigger within 12 months of CIC): 12 months base salary + target annual bonus + up to 12 months COBRA; all unvested equity awards fully vest, with performance awards vesting at target .
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 1, 2023, compliant with Exchange Act §10D and Nasdaq Rule 5608 .
- Hedging/Pledging: Prohibited under Insider Trading Policy (short sales, options/derivatives, margin/pledging) .
Compensation Structure Analysis
- Mix and at‑risk pay: Significant portion of NEO compensation is performance‑based (equity + annual incentives), consistent with pay‑for‑performance philosophy; NEOs have 48% at‑risk compensation vs CEO 62% .
- Shift to performance‑based equity: 2024 awards introduced 20% performance‑based options tied to reimbursement milestones, improving linkage to value drivers (coverage) .
- Peer benchmarking: 2024 peer group refined to 21 diagnostics/tools/biopharma companies with revenue $35–$500M and market cap up to ~$1B, aligning talent market and scale .
- Governance signals: Strong say‑on‑pay support (96.7%) and formal clawback policies indicate responsiveness to investors and regulatory best practice .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited—reduces financial misalignment risk .
- Option overhang: Large number of exercisable options (616,606) may create episodic selling pressure; performance‑option outcomes depend on milestone attainment by 12/31/2025 .
- Severance economics: Double‑trigger CIC terms include full vesting at target for performance awards, which can accelerate value transfer on transactions .
- Related party matters: No executive‑specific related party transactions disclosed for Dr. Chen; broader strategic agreements with Tempus and Merck affect company economics and equity dynamics but are not specific to his compensation .
Equity Ownership & Alignment Policies
- Ownership guidelines for executives: Not disclosed in proxies; director compensation/ownership policy detailed separately .
- Insider Trading Policy: Explicit prohibitions on short‑term speculative transactions, derivatives, and pledging/margin accounts .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Approximately 96.7% of votes cast supported NEO compensation .
- Frequency: Annual say‑on‑pay; next say‑on‑frequency vote scheduled for 2028 .
Expertise & Qualifications
- Education: B.S. Computer Science; M.S. Medical Informatics; M.D., all Stanford .
- Technical expertise: Bioinformatics, oncology genomics, clinical assay development (reflected in leadership of MRD and clinical validation programs) .
- Industry experience: Founder (Ingenuity Systems), academic clinician, executive R&D leader in precision oncology testing .
Investment Implications
- Alignment: 2024 shift to reimbursement‑linked performance options (20% of annual grant) ties pay to coverage milestones, improving pay-for-performance alignment; clawback and anti‑pledging policies strengthen governance .
- Retention: Double‑trigger CIC protection with full vesting at target for performance awards plus sizable unvested service options suggest moderate retention incentives; however, large vested option base (616,606 exercisable within 60 days) can create near‑term liquidity/selling overhang in trading windows .
- Execution risk: Bonus metrics emphasize revenue, expense control, publications, and reimbursement submissions—achievement at 80% in 2024 indicates progress but also room to improve; performance‑option vesting depends on reimbursement milestones by 12/31/2025, a key catalyst for compensation and equity value realization .
- Shareholder support: Strong say‑on‑pay and formal clawbacks mitigate governance risk; ongoing partnerships (Tempus, Merck, Moderna) underpin strategic execution but are company‑level drivers rather than executive‑specific signals .