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Richard Chen

Executive Vice President, Research and Development, and Chief Medical Officer at PersonalisPersonalis
Executive

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

OrganizationRoleYearsStrategic Impact
Personalis, Inc.Chief Scientific Officer2011–2021Built genomics platform; led scientific strategy pre-commercial MRD focus
Personalis, Inc.Chief Medical OfficerJul 2021–presentLed clinical validation and reimbursement initiatives supporting MRD
Personalis, Inc.EVP, Research & DevelopmentMar 2023–presentScaled clinical studies; supported test volume growth and payor submissions
Ingenuity SystemsCo‑founder1997Founded genomic data software company; relevant to bioinformatics leadership

External Roles

OrganizationRoleYearsStrategic Impact
Stanford University School of MedicineClinical facultySince Sep 2011Academic collaboration; credibility in oncology genomics

Fixed Compensation

Multi-year compensation for Dr. Chen:

Metric20232024
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:

Item20232024
Base Salary ($)500,000 515,000
Target Bonus (% of salary)60% 60%

Performance Compensation

2024 Annual Cash Bonus Plan design and outcome:

MetricWeightingTargetActualPayout Basis
GAAP Revenue vs Budget60% Company plan targets Included in 80% aggregate achievement 80% company achievement applied to bonus
Expense Reduction vs Budget10% 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 Submissions10% 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):

YearTarget Bonus %Co. AchievementActual Bonus ($)
202460% 80% 245,400
202360% 100% 299,100

Equity incentives granted in 2024 (options):

Award TypeSharesVestingPerformance ConditionStrikeExpiration
Service-based Stock Option175,000 36 equal monthly installments from Mar 15, 2024 N/A$1.61 Mar 15, 2034
Performance-based Stock Option45,000 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 ofShares Held DirectlyOptions Exercisable ≤60 DaysRSUs Vesting ≤60 DaysTotal Beneficial OwnershipOwnership %
Mar 20, 202490,829 436,713 2,500 530,042 1.0%
Mar 20, 2025119,617 616,606 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 DateVest StartExercisable (#)Unexercisable (#)Strike ($)Expiry
3/15/2024 (Service Option)3/15/202443,750 131,250 1.61 3/15/2034
3/15/2024 (Performance Option)N/A45,000 (unearned) 1.61 3/15/2034
3/15/2023 (Service Option)3/15/2023145,833 104,167 2.76 3/15/2033
5/15/2021 (Service Option)5/15/202140,312 4,688 19.74 5/15/2031
7/27/2021 (RSU)7/27/20212,500 unvested RSUs N/AN/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 .