Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On December 12, 2022, the Board of Directors (the "Board") of Rockley Photonics
Holdings Limited (the "Company") appointed Richard A. Meier as the Company's
President and Chief Executive Officer and as a member of the Board, effective
immediately. Mr. Meier will serve as a Class III director, with his initial term
expiring at the 2024 annual meeting of shareholders. Mr. Meier will succeed Dr.
Andrew Rickman, who resigned from his position as Chief Executive Officer on
December 12, 2022 and was appointed Executive Chair of the Company. Chad Becker
has been appointed as interim Chief Financial Officer to succeed Mr. Meier,
effective immediately. In connection with his appointment, Mr. Becker was also
designated the Company's principal financial officer and principal accounting
officer.
Also on December 12, 2022, Dr. Caroline Brown resigned from the Board to pursue
other business interests. Dr. Brown served as chair of the Audit Committee of
the Board and a member of the Nominating and Corporate Governance Committee of
the Board. Dr. Brown's resignation was not the result of any dispute or
disagreement with the Company or the Board. The Board has appointed Nicolaus
Henke to join the Audit Committee to fill the vacancy resulting from Dr. Brown's
departure and Brian Blaser to serve as the new chair of the Audit Committee.
Mr. Meier, 63, joined the Company as its President and Chief Financial Officer
in October 2022. He previously served as Executive Vice President and Chief
Financial Officer of Intersect ENT, Inc., a medical technology company, from
November 2019 until its recent acquisition by Medtronic plc. Previously, from
2013 to 2018, Mr. Meier served as President - International & Executive Vice
President & Chief Financial Officer at Owens & Minor, Inc., a global healthcare
services company. Prior to joining Owens & Minor, Mr., Meier served as Executive
Vice President and Chief Financial Officer at Teleflex, Inc., a global medical
device company, from 2010 to 2012. From 2007 to 2009, Mr. Meier served as
President and Chief Operating Officer of Advanced Medical Optics, Inc., a global
ophthalmic medical device company acquired by Abbott Laboratories, and from 2002
to 2007, Mr. Meier served as Vice President and Chief Financial Officer at
Advanced Medical Optics, Inc. Mr. Meier also worked for ICN Pharmaceuticals
Inc., now Bausch Health, a global pharmaceutical company, from 1998 to 2002,
where he served as Executive Vice President and Chief Financial Officer, and as
Treasurer. Mr. Meier has also served on the Board of Directors at BioMarin
Pharmaceutical Inc. since 2006 and as the Lead Independent Director since 2015.
Mr. Meier is also a member of the Supervisory Board of Syntellix AG, a private
medical technology company, and he was a Director of Staar Surgical Inc., an
ophthalmic medical device company, from 2009 through June 2016, where he also
served on the Governance, Compensation and Audit Committees. Mr. Meier holds a
B.A. in economics from Princeton University.
Mr. Becker, age 47, has 20 years of corporate finance experience and has served
as the Company's Vice President, Financial Planning and Analysis since October
2022. He previously served as the Company's interim Chief Financial Officer from
June 2022 to October 2022. Prior to joining the Company, Mr. Becker served as
Vice President, Finance at Tuft & Needle from February 2021 to August 2021.
Prior to that position, Mr. Becker served as Director, Treasury at NetApp, Inc.
(NASDAQ: NTAP) from August 2017 to January 2021, and from July 2006 to August
2017, Mr. Becker served as Manager, Treasury at Microsoft Corporation (NASDAQ:
MSFT). Mr. Becker holds a Chartered Financial Analyst designation and received
his bachelor's degree in finance and economics from the University of Arizona
and Master of Business Administration degree from the University of Nevada at
Las Vegas. Mr. Becker serves on the board of trustees for the University of
Arizona Foundation.
There are no family relationships between Mr. Meier or Mr. Becker and any
director or executive officer of the Company nor are there any transactions
between Mr. Meier or Mr. Becker or any member of their respective families and
the Company or any of its subsidiaries that would be reportable as a related
party transaction under the rules of the Securities and Exchange Commission.
There were no changes made at this time to Mr. Meier's previously disclosed
compensation and contract of employment with the Company in connection with his
new role.
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As interim Chief Financial Officer, Mr. Becker's annual base salary is $370,000
with a target bonus opportunity equal to 60% of his annual base salary on a pro
rata basis during his time as interim Chief Financial Officer.
Item 7.01. Regulation FD Disclosure.
On December 12, 2022, the Company issued a press release entitled "Rockley
Photonics Announces Promotion of Richard A. (Randy) Meier to Chief Executive
Officer" a copy of which is furnished as Exhibit 99.1 hereto.
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release dated December 12 , 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)© Edgar Online, source Glimpses
ROCKLEY PHOTONICS HOLDINGS LIMITED 
