Personalis (PSNL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 16, 2025, to be held virtually, with record date set as March 20, 2025.

• Three main proposals: election of two Class III directors, ratification of BDO USA, P.C. as auditor, and advisory approval of executive compensation.

• Board recommends voting in favor of all proposals; quorum requires majority of outstanding shares.

• Stockholders can vote online, by phone, or by mail, and may submit questions in advance or during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (A. Blaine Bowman and Karin Eastham) to serve until 2028.

• Proposal 2: Ratify BDO USA, P.C. as independent auditor for fiscal year ending December 31, 2025.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Board recommends voting “For” all proposals; director nominations for 2026 due by December 4, 2025.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with separate Chair and CEO roles.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Annual board and committee self-assessments; directors expected to attend meetings and pursue continuing education.

• Non-employee directors compensated with cash retainers and stock options; policy updated in February 2024.