Dennis Cho

About Dennis Cho

Dennis Cho, age 54, serves as Chief Legal Officer and Corporate Secretary (since February 1, 2024), having previously been Senior Vice President, General Counsel, Secretary and Chief Ethics and Compliance Officer (since September 2021). He holds a B.S. in Molecular Cell Biology (Genetics) and Ethnic Studies, and a J.D., all from the University of California, Berkeley . Company operating performance during FY2024: revenue rose 28% to $313M from $245M, gross profit increased 48% to $133M from $90M, and cash, cash equivalents and short-term investments were $276M at 9/30/2024, underpinning pay-for-performance alignment in executive bonuses and equity .

Past Roles

External Roles

• None disclosed for Dennis Cho .

Fixed Compensation

Performance Compensation

Cash Bonus Plan – FY2024 Structure and Results

• Total bonus payout: 155% of target for Dennis Cho; bonus paid $335,575 .

FY2024 Equity Awards (Granted Nov 2, 2023)

H2 FY2023 PRSU Award (Cash Balance Goal)

FY2024 Equity Mix Target at Grant

FY2024 Exercises and Vesting (Realized)

Equity Ownership & Alignment

Beneficial Ownership (as of Dec 6, 2024)

• Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; NEOs below guideline must retain 50% of net shares until compliant .
• Hedging and pledging: Prohibited (limited exceptions to pledging may be granted); margin accounts prohibited; quarterly trading blackout enforced; Rule 10b5-1 plans permitted .
• Compliance status with ownership guidelines for Mr. Cho: Not disclosed .

Outstanding Equity Awards (as of Sept 30, 2024)

Employment Terms

• Employment agreements: Amended & Restated agreements for NEOs (including Mr. Cho) effective September 8, 2022; at-will employment; base salary, annual bonus eligibility, standard benefits; automatic one-year extension annually unless either party gives 90 days’ notice; “better after-tax” 280G cutback vs full-pay whichever yields higher after-tax to executive .
• Clawback: Compensation Recovery Policy adopted November 2, 2023; mandates recovery of erroneously awarded performance-based incentive comp for the three fiscal years prior to a required restatement, regardless of fault, with limited impracticability exceptions .
• Hedging/Pledging: Prohibited; limited exceptions may be granted for pledging; margin accounts prohibited; blackout periods enforced; Rule 10b5-1 plans permitted .
• Stock ownership guidelines: CEO 3x salary; other NEOs 1x; 50% net shares retention until compliant; unvested options and performance-based awards do not count .
• Non-compete/non-solicit/garden leave: Not disclosed.
• Post-termination consulting: Not applicable to Mr. Cho; separate arrangement disclosed for former CFO (context) .

Severance Economics

• Involuntary termination not in connection with Change in Control (double trigger not met): Salary continuation for 6 months; pro-rata bonus based on actual performance; 6 months COBRA; amounts estimated as of 9/30/2024: $216,500 salary, $335,575 pro-rata bonus, $16,200 COBRA; total $568,275 for Cho .
• Involuntary termination in connection with Change in Control (double trigger): 12 months base salary; average bonus of prior two years; pro-rata target bonus; 12 months COBRA; 100% acceleration of time-based equity and performance equity acceleration to the greater of 100% of target or actual performance; amounts estimated as of 9/30/2024: $433,000 salary, $170,456 average bonus, $216,500 pro-rata target bonus, $32,400 COBRA, $1,873,299 time-based equity acceleration, $2,712,743 performance equity acceleration; total $5,438,398 .

Investment Implications

• Strong pay-for-performance alignment: Cash bonus plan tied 70% to financial metrics (revenue and adjusted gross profit), which materially outperformed targets in FY2024 (170% and 200% payouts), driving a 155% total bonus payout for Cho .
• Equity mix and vesting cadence: Balanced RSU/PRSU grants with substantial PRSU weighting tied to FY2025 revenue (70%) and ending cash (30%), plus prior H2 FY2023 PRSUs fully eligible on cash goal; staggered vesting (quarterly RSUs; PRSUs in Oct 2025/2026) supports retention but may create periodic settlement-related selling windows .
• Alignment safeguards: Prohibition on hedging/pledging and ownership guidelines (1x salary for NEOs) reduce misalignment risk; compliance status for Cho not disclosed; no pension or tax gross-ups; double-trigger CoC terms and “better after-tax” mitigate parachute inefficiency without shareholder-unfriendly gross-ups .
• Retention and change-in-control risk: Moderate severance without CoC (6 months salary, pro-rata bonus) suggests manageable retention cost; with CoC, full acceleration of time-based equity and favorable performance-equity acceleration could raise transaction-related dilution costs but remain standard for growth biotech peers .
• Performance backdrop: FY2024 operational execution (28% revenue growth, 48% gross profit growth) supports incentive payouts and indicates value creation momentum in Cho’s tenure period, though individual attribution is not disclosed .

Net view: Compensation design emphasizes measurable financial outcomes (revenue, adjusted gross profit, ending cash) with meaningful at-risk equity, strong insider trading controls, and double-trigger CoC protections. Quarterly RSU vesting and PRSU cliffs imply recurring supply dynamics; monitor Form 4s around vest dates. High FY2024 payouts reflect outperformance, not pay inflation, and clawback policy adds governance rigor .