UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment
No. )
Filed by the
Registrant |
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Filed by a Party other
than the Registrant |
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Check
the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant
to § 240.14a-12 |
INTERPACE
BIOSCIENCES, INC.
(Name
of Registrant as Specified in Its Charter)
Not
applicable
(Name
of Person(s) Filing Proxy Statement, if other than the registrant)
Payment
of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with
preliminary materials. |
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Fee computed on table in
exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
September
22, 2023
Dear
Stockholder:
It
is my pleasure to invite you to attend Interpace Biosciences, Inc.’s (“Interpace”, the “Company”,
“we”, “us” or “our”) Annual Meeting of Stockholders to be held on November 14,
2023, at 4:00 p.m., Eastern Time (the “Annual Meeting”).
We
have decided that the Annual Meeting will be held in a virtual format only, via the Internet, with no physical in-person meeting. We
are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders
and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate
from any location. Stockholders will have the ability to attend, vote and submit questions shortly before and during the virtual meeting
from any location via the Internet at www.virtualshareholdermeeting.com/IDXG2023. If you intend to participate in the virtual meeting,
please refer to the section “General Information About the Annual Meeting and Voting” below.
During
our Annual Meeting, we will discuss each item of business described in the Notice of Annual Meeting and Proxy Statement enclosed with
this letter. There also will be time for questions.
We
hope that you will exercise your right to vote, either by attending the Annual Meeting via the Internet or by voting through other acceptable
means as promptly as possible. Stockholders of record at the close of business on September 20, 2023 are entitled to notice of and to
vote at the meeting.
The
following Notice of the 2023 Annual Meeting of Stockholders, Proxy Statement and proxy card include information about the matters to
be acted upon by stockholders at the virtual Annual Meeting. We hope that you will exercise your right to vote, either by attending the
Annual Meeting online and voting electronically or by voting through other acceptable means as promptly as possible. You may vote electronically
at the Annual Meeting through the Internet, by telephone, or by mailing your completed proxy card (or voting instruction form, if you
hold your shares through a broker). Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares are
represented. If you have any questions, please contact Christopher McCarthy, by telephone at 412-224-6100 ext. 6705 or by email at cmccarthy@interpace.com.
We
are delighted to have you as a stockholder of Interpace, and we thank you for your ongoing support.
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Sincerely, |
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/s/
Thomas W. Burnell |
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Thomas
W. Burnell |
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President
and Chief Executive Officer |
2001
Route 46 Waterview Plaza, Suite 310, Parsippany, New Jersey 07054
Phone:
412.224.6100 · Toll Free: 855.776.6419 · http://www.interpace.com
NOTICE
OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD NOVEMBER 14, 2023
To
the Stockholders of Interpace Biosciences, Inc.:
The
2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Interpace Biosciences, Inc. (“Interpace”,
the “Company”, “we”, “us”, or “our”) will be held virtually
via the Internet at www.virtualshareholdermeeting.com/IDXG2023 on November 14, 2023 at 4:00 p.m., Eastern Time. At the Annual Meeting,
stockholders will act on the following matters:
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1. |
Election
of two Class III director nominees named in the Proxy Statement, who will serve for a term of three years and until each such director’s
successor is elected and qualified; |
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2. |
A
non-binding advisory vote on a resolution approving the compensation of our named executive officers; |
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A
non-binding advisory vote on frequency of executive compensation advisory votes; |
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4. |
Ratification
of the appointment of EisnerAmper, LLP (“EisnerAmper”) as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2023; and |
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5. |
To
transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
Only
stockholders of record at the close of business on September 20, 2023 are entitled to notice of and to vote at the Annual Meeting and
any adjournment or postponement thereof. We have decided that the Annual Meeting will be held in a virtual format only, via the Internet,
with no physical in-person meeting. We are pleased to use the latest technology to increase access, to improve communication and to obtain
cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation
as stockholders can participate from any location. Stockholders will have the ability to attend, vote and submit questions shortly before
and during the virtual meeting from any location via the Internet at www.virtualshareholdermeeting.com/IDXG2023.
A
complete list of these stockholders will be available in electronic form at the Annual Meeting and will be accessible for ten days prior
to the Annual Meeting. If you would like to inspect the list, please call Christopher McCarthy, the Company’s Chief Financial Officer,
at 412-224-6100 ext. 6705 to obtain a digital copy of the list for the inspection prior to the Annual Meeting. All stockholders are cordially
invited to virtually attend the Annual Meeting.
We
look forward to greeting personally those stockholders who are able to attend the meeting online. However, whether or not you plan to
join us at the meeting, it is important that your shares be represented. Stockholders of record at the close of business on September
20, 2023 are entitled to notice of and to vote at the meeting. We will be using the “Notice and Access” method of providing
proxy materials to you via the Internet. On or about October 3, 2023, we will mail to our stockholders a Notice Regarding the Availability
of Proxy Materials for the Annual Meeting (“Notice”) containing instructions on how to access our Proxy Statement
and our 2022 Annual Report on Form 10-K, as amended, and vote electronically via the Internet. The Notice also contains instructions
on how to receive a printed copy of your proxy materials.
Your
vote is important regardless of the number of shares you own. Whether or not you plan to attend the virtual Annual Meeting, we encourage
you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible by Internet, telephone or mail. For
specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information
About the Annual Meeting and Voting” beginning on page 1 of the Proxy Statement or your attached proxy card.
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By
order of the Board of Directors, |
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/s/
Thomas W. Burnell |
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Thomas
W. Burnell |
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President
& Chief Executive Officer |
Dated:
September 22, 2023
Important
Notice Regarding the Availability of Proxy
Materials
for the Annual Meeting of Stockholders to Be Held
on
November 14, 2023
The
Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and
Annual
Report are also available on the Internet at
www.proxyvote.com
TABLE
OF CONTENTS
PROXY
STATEMENT
GENERAL
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why
are you receiving these proxy materials?
We
have made these materials available to you electronically in connection with the solicitation of proxies on behalf of our board of directors
(the “Board”) for use at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”). This Proxy
Statement describes the matters on which you, as a stockholder, are entitled to vote. It also gives you information on these matters
so that you can make an informed decision.
Why
did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In
accordance with rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy
materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials for the Annual Meeting
(the “Notice”) to our stockholders of record and beneficial owners as of the record date (for more information on
the record date, see “— Who is entitled to vote at the Annual Meeting?”). The mailing of the Notice
to our stockholders is scheduled to begin on or about October 3, 2023. All stockholders will have the ability to access the proxy materials
and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended (the “Annual Report”) on
a website referred to in the Notice or to request to receive a printed set of the proxy materials and the Annual Report. Instructions
on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. Stockholders may also
request to receive proxy materials and our Annual Report in printed form by mail or electronically by email on an ongoing basis.
How
do I get electronic access to the proxy materials?
The
Notice will provide you with instructions regarding how you can:
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View
our proxy materials for the Annual Meeting and our Annual Report on the Internet; and |
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Instruct
us to send our future proxy materials to you electronically by email. |
Choosing
to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the impact
of printing and mailing these materials on the environment. Stockholders may also request to receive proxy materials and our Annual Report
in printed form by mail or electronically by email on an ongoing basis. If you choose to receive future proxy materials by email, you
will receive an email next year with instructions containing a link to those materials and a link to the proxy voting website. Your election
to receive proxy materials by email will remain in effect until you terminate it.
What
items will be voted on at the Annual Meeting?
The
following proposals are scheduled for a vote at the Annual Meeting:
1. |
Election
of two Class III director nominees named in the Proxy Statement, who will serve for a term of three years and until each such director’s
successor is elected and qualified; |
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2. |
A
non-binding advisory vote on a resolution approving the compensation of our named executive officers; |
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3. |
A
non-binding advisory vote on the frequency of executive compensation advisory votes; |
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Ratification
of the appointment of EisnerAmper, LLP (“EisnerAmper”) as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2023; and |
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To
transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
In
addition, management will be available to respond to questions from stockholders.
What
are the Board’s voting recommendations?
The
Board’s recommendations are set forth together with the description of each item in this Proxy Statement. In summary, the Board
recommends a vote FOR Proposal Nos. 1, 2, 3 and 4.
Who
is entitled to vote at the Annual Meeting?
Stockholders
of record at the close of business on September 20, 2023 (the “Record Date”) may vote at the Annual Meeting. There
were 4,321,772 shares of our common stock and 47,000 shares of our Series B convertible preferred stock, par value $0.01 per share (the
“Series B Preferred Stock”), outstanding on the Record Date. As of the date of this Proxy Statement, the two Series
B Preferred Stock stockholders, on an as-converted basis, control an aggregate of sixty-four percent (64%) (7,833,332 shares) of our
outstanding shares of common stock through their holdings of Series B Preferred Stock. A complete list of these stockholders will be
available in electronic form at the Annual Meeting and will be accessible for ten days prior to the Annual Meeting. If you would like
to inspect the list, please call Christopher McCarthy, the Company’s Chief Financial Officer, at 412-224-6100 ext. 6705 to obtain
a digital copy of the list for the inspection prior to the Annual Meeting. All stockholders are cordially invited to attend the virtual
Annual Meeting.
What
are the voting rights of the holders of our common stock?
Each
outstanding share of our common stock will be entitled to one vote per share on each matter considered at the Annual Meeting.
What
are the voting rights of the holders of our preferred stock?
Each
outstanding share of our Series B Preferred Stock will be entitled to vote on each matter considered at the Annual Meeting. Each holder
of outstanding shares of our Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares
of common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the Record Date. Except as
provided by law or by our Certificate of Incorporation (which includes the Certificate of Designation of Preferences, Rights and Limitations
of Series B Convertible Preferred Stock (the “Certificate of Designation of Series B Preferred Stock”)), holders of
Series B Preferred Stock will vote together with the holders of common stock as a single class and on an as-converted to common stock
basis.
The
holders of our Series B Preferred Stock are Ampersand 2018 Limited Partnership (“Ampersand”) and 1315 Capital II,
L.P. (“1315 Capital”, and together with Ampersand, each a “Series B Investor” and collectively,
the “Series B Investors”). For so long as each of Ampersand and 1315 Capital
holds at least sixty percent (60%) of the Series B Preferred Stock issued to it on January 15, 2020, such Series B Investor will be entitled
to elect two directors to the Board, provided that one of the directors qualifies as an “independent director” under Rule
5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated by another exchange on
which the Company’s securities are then listed or designated). However, if at any time such Series B Investor holds less than sixty
percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued to it on January 15, 2020, such Series B Investor
would only be entitled to elect one director to the Board. Any director elected pursuant to the terms of the Certificate of Designation
of Series B Preferred Stock may be removed without cause by, and only by, the affirmative vote of the holders of Series B Preferred Stock.
A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written consent in lieu
of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders of Series
B Preferred Stock.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Record
Owners
If
your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”),
you are the stockholder of record with respect to those shares, and the Proxy Statement and the form of proxy have been sent directly
to you.
Beneficial
Owners
Many
stockholders hold their shares through a broker, trustee, or other nominee, rather than directly in their own name. If your shares are
held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street
name.” The Proxy Statement and the form of voting instruction card has been forwarded to you by your broker, trustee, or other
nominee who is considered, with respect to those shares, the stockholder of record.
How
can you vote?
Record
Owners and Beneficial Owners Who Have Been Provided With a 16-Digit Control Number
If
you are a record holder, meaning your shares are registered in your name and not in the name of a broker, trustee, or other nominee,
or a beneficial owner who has been provided by your broker with a 16-digit control number, you may vote:
1.
Over the Internet – If you have Internet access, you may authorize the voting of your shares by accessing www.proxyvote.com and
following the instructions set forth in the proxy materials. You must specify how you want your shares voted or your vote will not be
completed and you will receive an error message. Your shares will be voted according to your instructions. You can also vote during the
meeting by visiting www.virtualshareholdermeeting.com/IDXG2023 and having available the control number included on your proxy card
or on the instructions that accompanied your proxy materials.
2.
By Telephone – If you are a registered stockholder, you may call toll-free 1-800-690-6903 to vote by telephone. If you are a beneficial
owner who has been provided with a control number on the voting instruction form that accompanied your proxy materials, you may call
toll-free 1-800-454-8683 to vote by telephone. Your shares will be voted according to your instructions.
3.
By Mail If You Are a Record Owner – Complete and sign the attached proxy card and mail it in the enclosed postage prepaid envelope.
Your shares will be voted according to your instructions. If you sign your WHITE proxy card but do not specify how you want your shares
voted, they will be voted as recommended by our Board. Unsigned proxy cards will not be voted.
Beneficial
Owners
As
the beneficial owner, you have the right to direct your broker, trustee, or other nominee on how to vote your shares. In most cases,
when your broker provides you with proxy materials, they will also provide you with a 16-digit control number, which will allow you to
vote as described above or at the Annual Meeting. If your broker has not provided you with a 16-digit control number, please contact
your broker for instructions on how to vote your shares.
Beneficial
Owners and Broker Non-Votes
Brokers,
trustees, or other nominees who hold shares in street name for customers have the discretion to vote those shares with respect to certain
matters if they have not received instructions from the beneficial owners. Brokers, trustees, or other nominees will have this discretionary
authority with respect to “routine” matters such as Proposal No. 4, the ratification of the appointment of our independent
registered public accounting firm, EisnerAmper.
Proposal
Nos. 1, 2 and 3 are “non-routine” matters for which discretionary voting power does not exist under applicable rules. A broker,
trustee, or other nominee cannot vote without instructions on non-routine matters, and therefore, broker non-votes may exist in connection
with Proposal Nos. 1, 2 and 3. For Proposal No. 1, the election of two directors, votes may be cast in favor of or withheld with respect
to the nominee; broker non-votes will be excluded entirely from the vote and will therefore have no effect
on the outcome of the vote. For Proposal Nos. 2 and 3, the non-binding advisory votes on a resolution approving the compensation of our
named executive officers and the frequency of executive compensation advisory votes, respectively, broker non-votes will not be considered
votes cast by stockholders of all of the shares of Common Stock present virtually or by proxy at the virtual Annual Meeting, including
the shares of Series B Preferred Stock on an as converted to common stock basis, voting as a single class, and will therefore not have any effect with respect to those proposals.
How
can you attend the Annual Meeting?
We
will be hosting the Annual Meeting live via audio webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IDXG2023.
If you were a stockholder as of the Record Date with a 16-digit control number, or a beneficial owner who has been provided by your broker
with a 16-digit control number, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the
information you need to attend the Annual Meeting online is provided below:
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Instructions
on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/IDXG2023. |
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Assistance
with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/IDXG2023
on the day of the Annual Meeting. |
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Webcast
will start on November 14, 2023, at 4:00 p.m. Eastern Time |
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You
will need your 16-digit control number to enter the Annual Meeting. |
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Stockholders
may submit questions while attending the Annual Meeting via the Internet. |
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Webcast
replay of the Annual Meeting will be available until November 14, 2024. |
To
attend and participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions
that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to
obtain your 16-digit control number or otherwise vote through the bank or broker. If you lose your 16-digit control number, you may join
the Annual Meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of
the Record Date.
Why
hold a virtual meeting?
We
are excited to use the latest technology to provide expanded access, improved communication and cost savings for our stockholders and
the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting.
We believe the virtual meeting format enables increased stockholder attendance and participation because stockholders can participate
from any location around the world.
How
do I ask questions at the virtual Annual Meeting?
Shortly
before and during the virtual Annual Meeting, you may only submit questions in the question box provided at www.virtualshareholdermeeting.com/IDXG2023.
We will respond to as many inquiries at the virtual Annual Meeting as time allows.
What
if during the check-in time or during the virtual Annual Meeting I have technical difficulties or trouble accessing the virtual meeting
website?
We
will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting website.
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical
support number that will be posted on the Annual Meeting website log-in page.
Can
you change your vote or revoke your proxy?
If
you are a stockholder of record or a beneficial owner who has been provided by your broker with a 16-digit control number, you may revoke
your proxy or change your vote by (i) following the instructions in the proxy materials and entering a new vote by telephone or over
the Internet up until 11:59 p.m. Eastern Time on November 13, 2023, (ii) attending the Annual Meeting online and voting electronically
during the meeting (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy unless you properly vote
electronically during the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation
prior to the Annual Meeting), or (iii) entering a new vote by mail, which must be received prior to the holding of the vote at the virtual
Annual Meeting at 4:00 p.m., Eastern Time, on November 14, 2023. Any written notice of revocation must be received by the Secretary of
the Company prior to the holding of the vote at the virtual Annual Meeting at 4:00 p.m., Eastern Time, on November 14, 2023. Such written
notice of revocation should be sent to the Company’s principal executive offices at 2001 Route 46 Waterview Plaza, Suite 310, Parsippany,
New Jersey 07054, Attention: Corporate Secretary.
If
you are the beneficial owner of shares held in street name, you must submit new voting instructions to your broker, trustee, or other
nominee in accordance with the instructions you have received from them. The last proxy or vote that we timely receive from you will
be the vote that is counted.
What
is a proxy?
A
proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxies
Thomas W. Burnell, our President and Chief Executive Officer and a member of the Board, and Christopher McCarthy, our Chief Financial
Officer. They may act together or individually on your behalf and will have the authority to appoint a substitute to act as proxy. If
you are unable to attend the Annual Meeting, please use the means available to you to vote by proxy so that your shares of common stock
(including the Series B Preferred Stock on an as converted to common stock basis, voting as a single class) may be voted.
How
will your proxy vote your shares?
Your
proxy will vote according to your instructions. Unless otherwise directed in the proxy card, the proxy holders will vote the shares represented
by a properly executed proxy:
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1. |
FOR
election of two Class III director nominees named in the Proxy Statement, who will serve for a term of three years and until each
such director’s successor is elected and qualified (Proposal No. 1); |
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2. |
FOR
approval on a non-binding advisory basis, of the compensation of our named executive officers (Proposal No. 2); |
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3. |
FOR
approval on a non-binding advisory basis, a resolution for conducting future stockholder advisory votes on executive compensation
every three years (Proposal No. 3); and |
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FOR
ratification of the appointment of EisnerAmper as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2023 (Proposal No. 4). |
What
constitutes a quorum?
A
quorum is necessary in order to conduct the Annual Meeting. A quorum will be present at the Annual Meeting if holders of a majority of
the shares of common stock (including the Series B Preferred Stock on an as converted to common stock basis, voting as a single class)
outstanding on the Record Date are represented at the Annual Meeting in person virtually or by proxy. For the purpose of electing a director,
the presence in person virtually or by proxy of the holders of a majority of the voting power of the Company’s outstanding securities
constitutes a quorum for the purposes of electing such director. As of the date of this Proxy Statement, two investors, on an as-converted
basis, control an aggregate of sixty-four percent (64%) of our outstanding shares of common stock on an as converted basis through their
holdings of Series B Preferred Stock.
Virtual
attendance at the Annual Meeting constitutes presence in person for purposes of quorum. If you choose to have your shares represented
by proxy at the Annual Meeting, you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present
for the purpose of establishing a quorum. If a quorum is not present at the Annual Meeting, the stockholders present in person virtually
or by proxy may adjourn the meeting to a date when a quorum is present. If an adjournment is for more than 30 days or a new record date
is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at
the Annual Meeting.
What
vote is required to approve each matter and how are votes counted?
Proposal
No. 1: Election of two Class III director nominees named in the Proxy Statement, who will serve for a term of three years and until each
such director’s successor is elected and qualified.
The
election of the director nominees for whom we are soliciting proxies requires a plurality of the votes of the shares of common stock
(including the Series B Preferred Stock, on an as converted to common stock basis, voting as a single class) present or
represented by proxy at the Annual Meeting. Accordingly, the directorships to be filled at the Annual Meeting will be filled
by the two nominees receiving the highest number of votes cast “FOR” such nominee. In the election of such a
director, votes may be cast in favor of or withheld with respect to the nominee; broker non-votes will
be excluded entirely from the vote and will therefore have no effect on the outcome of the vote.
Proposal
No. 2: Non-binding Advisory Vote on Resolution to Approve Named Executive Officer Compensation.
A
majority of the votes of the shares of common stock (including the Series B Preferred Stock, on an as converted to common stock basis,
voting as a single class) cast in favor at the virtual Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will not be considered votes cast at the virtual Annual Meeting and will therefore not have any effect with respect to Proposal No. 2.
Proposal
No. 3: Non-binding Advisory Vote on Resolution to Approve Frequency of Future Stockholder Votes on Named Executive Officer Compensation.
A
majority of the votes of the shares of common stock (including the Series B Preferred Stock, on an as converted to common stock basis,
voting as a single class) cast in favor at the virtual Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will not be considered votes cast at the virtual Annual Meeting and will therefore not have any effect with respect to Proposal No. 3.
Proposal
No. 4: Ratification of appointment of EisnerAmper as our independent registered public accounting firm to audit our financial statements
for the fiscal year ending December 31, 2023.
A
majority of the votes of the shares of common stock (including the Series B Preferred Stock, on an as converted to common stock basis,
voting as a single class) cast in favor at the Annual Meeting is required to approve this proposal. Abstentions and broker non-votes will not be considered votes cast at the virtual Annual Meeting and will therefore
not have any effect with respect to Proposal No. 4.
Who
counts the votes?
We
have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) as our independent agent to tabulate stockholder
votes. If you are a stockholder of record or a beneficial owner who has been provided by your broker with a 16-digit control number,
and you choose to vote over the Internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate
your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge
for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held
in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.
How
does the Board recommend that you vote?
As
to the proposals to be voted on at the Annual Meeting, the Board unanimously recommends that you vote:
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FOR
Proposal No. 1, the election of two Class III director nominees named in this Proxy Statement; |
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FOR
Proposal No. 2, a non-binding advisory vote on a resolution to approve named executive officer compensation; |
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FOR
Proposal No. 3, a resolution for conducting future stockholder advisory votes on executive compensation every three years; and |
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FOR
Proposal No. 4, the ratification of appointment of EisnerAmper as our independent registered public accounting firm for the fiscal
year ending December 31, 2023. |
Why
are you being asked to approve on a non-binding basis the compensation of the Company’s named executive officers?
Under
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company’s
stockholders are entitled to vote at the Annual Meeting on whether to provide advisory approval of the compensation of the Company’s
named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. This proposal,
commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive
officers’ compensation. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only,
and it is not binding on us or the Board. While this advisory vote is non-binding, the Board values the opinions that stockholders express
in their votes and will, as a matter of good corporate practice, take into account the outcome of the vote when considering future compensation
decisions.
Why
are you being asked to approve on a non-binding basis the frequency of the stockholders’ non-binding, advisory vote on compensation
of the Company’s named executive officers?
The
Dodd-Frank Act and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) provide stockholders
the opportunity to indicate how frequently the Company should hold future advisory votes on the compensation of our named executive officers.
Stockholders may indicate whether they would prefer to have future advisory votes on executive compensation every year, every two years,
every three years or abstain from voting on this proposal. For the reasons described below, we recommend that our stockowners select
a frequency of three years, or a triennial vote.
In
2017, stockholders approved a triennial frequency for their non-binding approval of the compensation of the Company’s named executive
officers. Section 14A of the Exchange Act requires that stockholders be afforded the opportunity to approve, on a non-binding basis,
no less often than every six years the frequency of their non-binding approval of the compensation of the Company’s named executive
officers. The Company believes that a triennial vote remains appropriate, especially since it is a smaller reporting company.
A
triennial vote will provide us with the time to thoughtfully respond to stockholders’ sentiments and implement any necessary changes.
We carefully review changes to our program to maintain the consistency and credibility of the program, which is important in motivating
and retaining our employees. We therefore believe that a triennial vote is an appropriate frequency to provide our people and compensation
committee sufficient time to thoughtfully consider stockholders’ input and to implement any appropriate changes to our executive
compensation program, in light of the timing that would be required to implement any decisions related to such changes.
Your
vote is requested. We therefore request that our stockholders select “Three Years” when voting on the frequency of advisory
votes on executive compensation. Although the advisory vote is non-binding, our Board will review the results of the vote and take it
into account in making a determination concerning the frequency of advisory votes on executive compensation.
Why
are you being asked to ratify the appointment of EisnerAmper as our independent registered public accounting firm?
Although
stockholder approval of the Audit Committee of the Board’s (the “Audit Committee”) selection of EisnerAmper
as our independent registered public accounting firm is not required, we believe that it is advisable to give stockholders an opportunity
to ratify this selection. If Proposal No. 4 is not approved at the Annual Meeting, the Audit Committee has agreed to reconsider its selection
of EisnerAmper, but will not be required to take any action.
Are
there other matters to be voted on at the Annual Meeting?
We
do not know of any other matters that may come before the Annual Meeting other than the aforementioned matters. If any other matters
are properly presented to the Annual Meeting, the persons named as proxies in the attached proxy card intend to vote or otherwise act
in accordance with their judgment on the matter.
Where
can you find the voting results?
Voting
results will be reported in a Current Report on Form 8-K, which we will file with the SEC within four (4) business days following the
Annual Meeting.
Who
is soliciting proxies, how are they being solicited, and who pays the cost?
The
solicitation of proxies is being made on behalf of our Board, and we will pay the expenses of the preparation of proxy materials and
the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made telephonically,
electronically, or by other means of communication by certain of our directors, officers or employees who will not receive additional
compensation for those services. If you choose to access the proxy materials or Annual Report and/or vote over the Internet, you are
responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges
you may incur. We will reimburse brokers and other nominees for costs incurred by them in mailing proxy materials to beneficial owners
in accordance with applicable rules.
Who
is our independent registered public accounting firm, and will they be represented at the Annual Meeting?
EisnerAmper
is expected to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and to audit our
financial statements for such year. We expect that one or more representatives of EisnerAmper will be available for the Annual Meeting.
They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions during the Annual
Meeting.
What
is “householding” and where can you obtain additional copies of the proxy materials?
For
information about householding and how to request additional copies of proxy materials, please see the section captioned “Additional
Information — Householding”.
What
should I do if I receive more than one set of proxy materials?
If
you receive more than one set of proxy materials, your shares are likely registered in more than one name or brokerage account. Please
follow the voting instructions on each proxy or voting instruction card that you receive to ensure that all of your shares are voted.
Contact
for Questions About this Proxy Statement
If
you have additional questions about this Proxy Statement or the meeting, please contact Christopher McCarthy, by telephone at 412-224-6100
ext. 6705 or by email at cmccarthy@interpace.com.
PROPOSAL
NO. 1 –
ELECTION
OF DIRECTORS
Currently,
the authorized number of directors to the Board is seven, divided into three classes with two directors in Class I, three directors in
Class II and two directors in Class III. Directors serve for three-year terms. The terms of our two Class III directors, Messrs. Burnell
and Keegan, will expire at the Annual Meeting The terms of our three Class II directors, Messrs. Chan, Gorman, and Rocca, will expire
at the 2024 annual meeting, and the terms of our two Class I directors, Messrs. Aggarwal and Sullivan, will expire at the 2025 annual
meeting.
NAME |
|
CLASS |
|
AGE |
|
PRINCIPAL
OCCUPATION OR EMPLOYMENT |
Vijay
Aggarwal |
|
I |
|
74 |
|
CEO
of Phase Forward Technologies |
Thomas
W. Burnell |
|
III |
|
61 |
|
President
and Chief Executive Officer of Interpace Biosciences, Inc. |
Edward
Chan |
|
II |
|
40 |
|
Partner
of 1315 Capital Management, LLC |
Robert
Gorman |
|
II |
|
65 |
|
Managing
Partner of MLC, LLC |
Joseph
Keegan, Ph.D. |
|
III |
|
70 |
|
Independent
Investor |
Fortunato
Ron Rocca |
|
II |
|
62 |
|
Former
President and Chief Executive Officer of Exagen Inc. |
Stephen
J. Sullivan |
|
I |
|
76 |
|
Founder,
CRO Advisors LLC |
(1)
The term of the Class III directors expires in 2023; the term of the Class II directors expires in 2024; and the term of the Class I
directors expires in 2025.
Joseph
Keegan, Ph.D. and Thomas W. Burnell are the Board’s nominees for re-election as Class III directors. The nominees have been approved,
recommended and nominated for re-election to the Board by the Nominating and Corporate Governance Committee (the “Nominating Committee”)
and by the Board. The accompanying proxy will be voted for the election of Joseph Keegan, Ph.D. and Thomas W. Burnell, unless the proxy
contains instructions otherwise. Management has no reason to believe that Joseph Keegan, Ph.D. or Thomas W. Burnell will not stand for
re-election or will be unable to serve. However, in the event that Joseph Keegan, Ph.D. or Thomas W. Burnell should become unable or
unwilling to serve as a director, the proxy will be voted for the election of such person or persons as shall be designated by the Board.
The
Board Recommends a Vote FOR the Election of the Nominees Listed Above and Proxies that Are
Returned Will Be So Voted Unless Otherwise Instructed.
DIRECTOR
BIOGRAPHIES AND QUALIFICATIONS
The
biographies and qualifications of the members of the Board are set forth below. No director is related to any of our other directors,
executive officers, or persons nominated or chosen by the Company to become a director or executive officer that would require disclosure
pursuant to Item 401(d) of Regulation S-K. Likewise, there are no family relationships between any director, executive officer, or person
nominated or chosen by the Company to become a director or executive officer that would require disclosure pursuant to Item 401(d) of
Regulation S-K.
Vijay
Aggarwal, Class I Director and Ampersand Designee. Dr. Vijay Aggarwal was designated as a director by Ampersand 2018 Limited Partnership,
a fund managed by Ampersand Capital Partners (“Ampersand”), as a holder of the Company’s Series B Preferred
Stock, and thereby appointed and elected as a director effective February 1, 2022, replacing Eric B. Lev as designee of Ampersand. Dr.
Aggarwal serves as Chair of the Board’s Compliance and Regulatory Committee (“Regulatory Compliance Committee”)
which was formerly part of the Company’s Audit Committee and was formed in January 2020 and as a member of the Board’s Nominating
Committee. Currently CEO of Phase Forward Technologies, and formerly a Managing Partner of The Channel Group, Dr. Aggarwal provides strategic
advisory and capital formation services to companies with operations or investments in the clinical diagnostics, molecular diagnostic,
and anatomic pathology sectors. He is also an active investor in early-stage medical technology companies. Prior to The Channel Group,
he served as CEO of Vaxigenix, a pharmaceutical company developing vaccine treatments for colorectal cancer. From 2004-2009, Dr. Aggarwal
was President and CEO of Aureon Laboratories, Inc., a predictive pathology company offering advanced tissue analysis services to practicing
physicians and the pharmaceutical industry. From 2001 to 2004, he served as President of AAI Development Services, Inc., a global contract
research and development services company serving the pharmaceutical and biotech industries. In 1999, following the acquisition of SmithKline
Beecham Clinical Laboratories by Quest Diagnostics, Dr. Aggarwal led the team that planned the integration of the two companies and served
on the Chairman’s Council. In addition, he served as President of Quest Diagnostic Ventures, where his responsibilities included
new technology, new business models, clinical trials testing, and direct–to-consumer strategies.
Dr.
Aggarwal spent 14 years with SmithKline Beecham Clinical Laboratories (“SBCL”), the clinical laboratory operations
of SmithKline Beecham plc. During his tenure with SBCL, he held many positions, including Director of Business Development, Executive
Vice President of Laboratories, having direct responsibility for all of SBCL’s U.S.-based laboratories, and as Vice President of
Managed Care, responsible for third party reimbursement.
Early
in his career, Dr. Aggarwal spent 8 years at Bio Science Laboratories, finishing his time with the company as Manager of Toxicology and
Special Chemistry. He currently holds Board positions at Accugenomics, Allergenis, Moleculera and Slone Partners. Previous Board positions
include Hycor Biomedical, Targeted Diagnostics and Therapeutics and ViraCor IBT Laboratories. He earned a BA in Chemistry from Case Western
Reserve University and a Ph.D. in Pharmacology/Toxicology from the Medical College of Virginia.
Dr.
Aggarwal brings extensive leadership in clinical diagnostic services as well as institutional and individual investment experience.
Thomas
W. Burnell, Class III Director. Effective December 1, 2020, Mr. Burnell was named President, Chief Executive Officer and a director
of the Company. From October 15, 2019 until November 30, 2020, he served as President and Chief Executive Officer of Cardiovascular Clinic
of Nebraska LLC, a medical treatment facility focused on diagnosis and treatment of cardiac and vascular disorders, and from October
2, 2017 until November 29, 2017 he served as Chief Executive Officer and a director of True Nature Holding, Inc., a public company now
known as Mitesco, Inc. that focuses on development and acquisition of innovative technologies. From July 16, 2016 until March 31, 2017,
Mr. Burnell was the President of Boston Heart Diagnostics Corporation, a diagnostics subsidiary of Eurofins Scientific, Inc. (“Eurofins”).
From January 2014 to December 2016, Mr. Burnell was an Operating Partner of Ampersand, a private equity firm and the manager of the private
equity fund that is a major stockholder of the Company, where he represented Ampersand’s investment in a dietary supplement manufacturer,
Elite One Source Nutrisciences, Inc., as its President and Chief Executive Officer. From October 2014 until May 2016, Mr. Burnell served
as Executive Chairman of Accuratus Lab Services, Inc., a provider of laboratory testing services, and from September 2012 until July
2014 he was President and Chief Executive Officer of Viracor-IBT Laboratories, Inc., a specialty testing laboratory with an emphasis
on the transplant market, during which time it was majority-owned by Ampersand prior to its sale to Eurofins. Mr. Burnell performed the
above-described services, except for his services to us, as the Co-Owner, General Partner, and Chief Executive Officer of Milestone Business
Management, a consulting firm focused on strategic, financial, and organizational performance of food, pharmaceutical, and life science
companies.
In
addition, from September 2005 until August 2010, Mr. Burnell served as President and Chief Executive Officer of Nebraska Heart Institute
Heart Hospital, a hospital which was acquired during his tenure by Catholic Health Initiatives. From February 2001 until August 2005,
he was President and Chief Executive Officer of Eurofins, a U.S. wholly owned subsidiary of Eurofins Scientific Group, a publicly held
international laboratory company (“Eurofins Group”). From September 2000 until June 2002, he was President and Chief
Executive Officer of GenomicFX, Inc., a leader in livestock and aquaculture genomics. From June 1989 until July 2000, Mr. Burnell held
various senior management positions at ContiGroup Companies, Inc., a global agriculture, food and nutrition company. Mr. Burnell holds
a PhD in Nutrition from the University of Kentucky and a BS and MS in animal sciences and nutrition, respectively, from the University
of Nebraska-Lincoln.
Mr.
Burnell has extensive leadership experience in the healthcare, biotechnology, laboratory sciences and manufacturing sectors, which has
led the Board to conclude that Mr. Burnell should serve as a director of the Company.
Edward
Chan, Class II Director and 1315 Capital Designee. Edward Chan was designated as a director by 1315 Capital as a holder of the Company’s
Series B Preferred Stock and thereby appointed and elected to the Board effective January 15, 2020 and was subsequently named to the
Board’s Compensation & Management Development Committee (the “Compensation Committee”), Nominating Committee,
and Regulatory Compliance Committee. From June 2021 through the present, Mr. Chan has been a partner of 1315 Capital Management, LLC,
a Philadelphia-based firm that provides expansion and growth capital to healthcare companies. From October 2016 through June 2021, Mr.
Chan served as a principal of 1315 Capital Management, LLC. Mr. Chan has over 17 years of experience in healthcare investing. From 2012
to 2016, Mr. Chan was a vice president at NaviMed Capital Advisors, LLC, a lower middle-market healthcare investment firm and an associate
at Siemens Venture Capital, the investment arm of Siemens. Mr. Chan started his career developing and commercializing a molecular diagnostic
product at a venture backed company and has been involved in several diagnostics and biopharma services investments including China Diagnostics
Medical Corporation (acquired by Actis Capital), BioImagene, Inc. (acquired by Roche Holding AG), RadPharm, Inc. (acquired by JLL Partners),
Cylex, Inc. (acquired by Viracor-IBT Laboratories, Inc.), Sequenom, Inc. (acquired by Laboratory Corporation of America Holdings) and
Genoptix, Inc. (acquired by NeoGenomics, Inc.). He currently serves on the board of the private company Homestead Smart Health Plans
LLC and the board of Integration Health Holdings, LLC. Mr. Chan received a BSc in Biomedical Engineering from Johns Hopkins University
and an M.B.A. from the Wharton School at the University of Pennsylvania.
Mr.
Chan’s designation as director brings to the Board experience in expanding healthcare companies and biomedical engineering and
business backgrounds.
Robert
Gorman, Class II Director and Ampersand Designee. Robert Gorman was initially designated as director on October 17, 2019 by Ampersand
as holder of the Company’s Series A Convertible Preferred Stock, which is no longer outstanding, and thereby appointed and elected
to the Board and was re-designated as director by Ampersand as holder of Series B Preferred Stock and thereby re-appointed and re-elected
to the Board effective January 15, 2020. On January 22, 2020, the Company named Mr. Gorman to the Compensation Committee and the Regulatory
Compliance Committees. On April 16, 2020, Mr. Gorman resigned as a member of the Compensation Committee and was appointed as Chairman
of the Board. Mr. Gorman’s experience includes over 30 years in healthcare leadership positions. The majority of his career has
been in the laboratory services industry with both public and private companies. After leaving public accounting, he served as Operations
Controller for Home Medical Systems, Inc., a company focused on the roll-up of the durable medical equipment business in the United States
and sold to Beverly Enterprises. He joined Central Diagnostic Laboratory, the largest independent laboratory at the time, as East Coast
Controller, which was acquired by Corning Clinical Laboratory (now known as Quest Diagnostics Incorporated). He spent over 20 years at
Quest Diagnostics Incorporated. While at Quest Diagnostics Incorporated, he held various leadership roles including responsibility for
the New York and New England laboratories and the East Region, and he ultimately became the Vice President of U.S. operations. After
retiring from Quest Diagnostics Incorporated, Mr. Gorman along with WaterStreet Healthcare Partners acquired Converge Diagnostic Services
LLC in 2009, where he served as Chief Executive Officer. He helped transform Converge Diagnostic Services LLC into a full-service regional
laboratory services company servicing the New England market. After approximately four and a half years, Converge Diagnostics Services
LLC was acquired by Quest Diagnostics Incorporated. Mr. Gorman served as Senior Vice President of U.S. Clinical Diagnostics for Eurofins
Group, with responsibility for clinical diagnostic businesses in the U.S. from January 2017 to July 2018. Since July 2018, Mr. Gorman
serves as a consultant for MLC, LLC, for which he is also the managing partner. Mr. Gorman has served on several for profit and not for
profit boards, including for Eurofins’s subsidiary Boston Heart Diagnostics Corporation from January 2017 to July 2018. Mr. Gorman
earned his B.S. in Accounting from Villanova University.
Mr.
Gorman brings leadership in the laboratory services industry in public and private companies, including clinical diagnostic businesses,
to the Board.
Joseph
Keegan, Class III Director. Joseph Keegan, Ph.D. was appointed to the Board effective January 1, 2016 and was subsequently appointed
Chairman of our Audit Committee and our Nominating Committee. Dr. Keegan has more than 30 years of experience in life science businesses.
From 2007 to 2012, when it was sold to Pall Corporation, Dr. Keegan was chief executive officer at ForteBio, Inc., a life science tool
company, where he helped to lead a financing round and established product development and sales strategies for that company. From 1998
to 2007, Dr. Keegan was chief executive officer at Molecular Devices Corporation (NASDAQ: MDCC), a provider of bioanalytical measurement
systems, software and consumables, where Dr. Keegan helped grow the company both internally and through acquisitions. From 1992 to 1998,
Dr. Keegan worked at Becton Dickinson and Company, a medical technology company that manufactures and sells medical devices and instrument
systems, where he served as President of Worldwide Tissue Culture and Vice President, General Manager of Worldwide Flow Cytometry. From
1988 to 1992, Dr. Keegan was Vice President of the Microscopy and Scientific Instruments Division of Leica, Inc., a life science tool
and semiconductor equipment provider. He currently serves on the boards of directors as the chairman of the board for the following privately
held companies: Halo Labs (formerly known as Optofluidics, Inc.), Carterra (formerly known as Wasatch Microfluidics, Inc.), and Fluidic
Analytics and currently serves on the board of directors of Nuclera Nucleics. In April 2017, he joined the board of ArrayJet Ltd., a
privately held Scottish company and is currently chairman of the board. During 2022, Dr. Keegan joined the board of Hayward, CA based
Biolog, Inc. Dr. Keegan is a member of the board of directors of Bio-Techne Corporation (NASDAQ: TECH), a publicly held biotech company.
Dr. Keegan holds a B.A. in Chemistry from Boston University and a Ph.D. in Physical Chemistry from Stanford University.
Dr.
Keegan’s specific qualifications and skills in the areas of life science businesses, product development and sales strategies led
the Board to conclude that Dr. Keegan should serve as a director.
Fortunato
Ron Rocca, Class II Director and 1315 Capital Designee. Ron Rocca was elected to the Board as a Class II director on January 22,
2020 following his designation by 1315 Capital as a holder of Series B Preferred Stock. Mr. Rocca was concurrently appointed to the Audit
and Compensation Committees. From October 2011 through October 2022, Mr. Rocca
served as President, Chief Executive Officer and Director of Exagen Inc. (NASDAQ: XGN), a company dedicated to transforming the
care continuum for patients suffering from debilitating and chronic autoimmune diseases. From 2005
to October 2011, Mr. Rocca served as Vice President, Sales and Marketing, and as General Manager at Prometheus, a specialty pharmaceutical
and diagnostic company which was acquired by Nestlé SA in 2011, where he was responsible for leading the commercial organization,
strategic planning and implementation of projects designed to maximize brand sales. Prior to joining Prometheus, Mr. Rocca served as
the General Manager of Alpharma Inc., a specialty pharmaceutical company. Earlier in his career, Mr. Rocca served in senior sales and
marketing management positions for Elan Pharmaceuticals, Inc., a neuroscience-focused biotechnology company and Janssen Pharmaceuticals,
Inc., a pharmaceutical subsidiary of Johnson & Johnson. Mr. Rocca received a B.S. in Marketing and Personnel Management from Towson
State University. Mr. Rocca’s extensive knowledge of our business, as well as his over 25 years of experience in the diagnostic
and pharmaceutical industries, contributed to our board of directors’ conclusion that he should serve as a director of our Company.
Mr.
Rocca brings to the Board extensive experience as an officer at public companies developing healthcare tests.
Stephen
J. Sullivan, Class I Director. Stephen J. Sullivan is currently a director and served as Chairman of the Board from June 21, 2016
until April 16, 2020. Mr. Sullivan served as Interim Chairman of the Board from January 1, 2016 to June 20, 2016. Mr. Sullivan joined
Interpace as a director in September 2004 and has served as Chairman of various committees of the Board. Mr. Sullivan currently serves
as Chairman of the Compensation Committee and a member of the Audit and Nominating Committees. In early 2010, Mr. Sullivan founded CRO
Advisors LLC, a specialty consulting firm he continues to head. Previously, Mr. Sullivan was the president and chief executive officer
and a member of the board of directors of Harlan Laboratories, Inc. (“Harlan”) (acquired by Huntingdon Life Sciences
Inc.), a privately held global provider of preclinical research tools and services, from February 2006 through January 2010, when he
retired from that position. Prior to joining Harlan in 2006, Mr. Sullivan was a senior vice president of Covance, Inc. (“Covance”)
and the president of Covance Central Laboratories, Inc., a major division of Covance. Prior to joining Covance, Mr. Sullivan was chairman
and chief executive officer of Xenometrix, Inc. (“Xenometrix”), a biotechnology company with proprietary gene expression
technology. He assisted with the merger of Xenometrix with Discovery Partners International. Prior to Xenometrix, Mr. Sullivan was vice
president and general manager of a global diagnostic sector of Abbott Laboratories.
Mr.
Sullivan has extensive experience as a director. In 2019, Mr. Sullivan became a director of The Emmes Company, LLC, a clinical research
collaborator within the contract research organization industry. In July of 2022, The Emmes Company LLC was sold to New Mountain Capital,
at which time Mr. Sullivan resigned from the board. Since April 2018, Mr. Sullivan has been a member of the board of Transnetyx, Inc.,
a privately held genotyping company. Since May 2015, Mr. Sullivan has been chairman of the board of Analytical Lab Group (formerly known
as Microbiology Research Associates), a privately held microbiology services company. In May of 2020, Analytical Lab group was sold to
Element, a UK company, at which time Mr. Sullivan resigned as Chairman and left the board. From April 2011 through March 2019, Mr. Sullivan
was chairman of the board of MI Bioresearch, Inc. (formerly known as Molecular Imaging, Inc.), a privately held venture-backed drug discovery
services company. In February of 2020, MI Bioresearch was sold to LabCorp, at which time Mr. Sullivan resigned as Chairman and left the
board. In January 2016, Mr. Sullivan became chairman of the board of H2O Clinical (acquired by Pharma Start LLC). In July 2016, Mr. Sullivan
became chairman of the board of PharmaStart, LLC. As of June 2017, both H20 Clinical and PharmaStart are doing business as Firma Clinical
Research, a privately held specialty contract research organization. As of July 2018, Firma Clinical Research has been sold and Mr. Sullivan
is no longer a member of its board. From November 2015 until August 2017, Mr. Sullivan was a member of the board of Accel Clinical Research,
a phase 1 contract research organization. From June 2013 through January 2016, when the company was sold, Mr. Sullivan was the chairman
of the board of BioreclamationIVT, LLC, a privately-owned bio-materials company. From May 2013 through March 2015, when the company was
sold, Mr. Sullivan was a member of the board of directors of PHT Corporation (acquired by eResearchTechnology, Inc.), a privately-owned
leader in electronic patient recorded outcomes in clinical trials.
Mr.
Sullivan graduated from the University of Dayton, was a commissioned officer in the Marine Corps, and completed his M.B.A. in Marketing
and Finance at Rutgers University. Mr. Sullivan is currently an adjunct Professor of Management at Georgetown University.
Mr.
Sullivan has held senior leadership positions in companies in the life sciences and healthcare services industries. His specific qualifications
and skills in the areas of general operations, financial operations and administration, and mergers and acquisitions led the Board to
conclude that Mr. Sullivan should serve as a director of the Company.
INFORMATION
ABOUT THE COMPENSATION OF OUR DIRECTORS
Director
Compensation
The
Compensation Committee is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to compensation
paid to directors for Board and committee chair services. Directors who also serve as employees of the Company do not receive payment
for services as directors. The current compensation program for non-employee directors has been in effect since April 29, 2020 when it
was approved by Board resolution, and is described further below.
Cash
Compensation Policy
In
2022, each of our non-employee directors received an annual director’s fee of $40,000, payable quarterly in arrears. Additionally,
any non-employee director (except Mr. Gorman as Chairman) serving as Chairperson of a Board Committee received an annual fee of $10,000
(regardless of the number of Committees chaired.) For his roles as a director and Chairman of the Board, Mr. Gorman received a total
annual fee of $170,000.
From
time to time, the Board may form special committees to address discrete issues and the non-employee directors sitting on such special
committees may receive additional compensation. In addition, our non-employee directors are entitled to reimbursement for travel and
related expenses incurred in connection with attendance at Board and committee meetings.
Equity
Compensation Policy
Commencing
in 2020, each new appointee to the Board receives a grant of 28,000 stock options which vest in equal annual installments over a three-year
period. Director equity compensation is reviewed on a regular basis with the assistance of Radford from time to time.
Director
Compensation in 2022
The
following table presents information relating to total compensation for our non-employee directors for the year ended December 31, 2022.
Mr. Burnell, our Chief Executive Officer, does not receive compensation for his services on the Board. Information regarding the compensation
of Mr. Burnell can be found above, under the heading “Narrative Disclosure to Summary Compensation Table”.
DIRECTOR
COMPENSATION IN 2022 |
Name | |
Fees
earned or paid in cash ($) | | |
Stock
awards ($) (1) (2) | | |
Option
awards ($) (1) | | |
Total
($) | |
Vijay
Aggarwal (3) | |
| 45,695 | | |
| - | | |
| 126,195 | | |
| 171,890 | |
Edward
Chan (4) | |
| 40,000 | | |
| - | | |
| - | | |
| 40,000 | |
Robert Gorman | |
| 170,000 | | |
| - | | |
| - | | |
| 170,000 | |
Joseph Keegan | |
| 50,000 | | |
| - | | |
| - | | |
| 50,000 | |
Fortunato Ron Rocca | |
| 40,000 | | |
| - | | |
| - | | |
| 40,000 | |
Stephen J. Sullivan | |
| 50,000 | | |
| - | | |
| - | | |
| 50,000 | |
(1) |
Outstanding
option awards held by the non-employee directors as of December 31, 2022 consist of the following outstanding stock option amounts:
Mr. Aggarwal – 28,000; Mr. Gorman -168,000; Dr. Keegan – 32,920; Mr. Rocca – 28,000; Mr. Sullivan – 33,820. |
(2) |
The
dollar amounts set forth under the headings “Stock Awards” and “Option Awards” represent aggregate grant
date fair value computed in accordance with FASB ASC Topic 718. For purposes of computing such amounts, we disregarded estimates
of forfeitures related to service-based vesting conditions. For additional information regarding our valuation assumptions, please
refer to Note 15 – “Stock-Based Compensation” to our consolidated financial statements included in our Form
10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on March 27, 2023, as amended. |
(3) |
Dr.
Aggarwal received 28,000 stock options upon his appointment to the Board on February 1, 2022. |
(4) |
Mr.
Chan’s director compensation is payable to 1315 Capital. |
PROPOSAL
NO. 2 —
NON-BINDING
ADVISORY VOTE ON RESOLUTION TO APPROVE
NAMED
EXECUTIVE OFFICER COMPENSATION
Pursuant
to Section 14A of the Exchange Act, which was added by the Dodd-Frank Act, the Company’s stockholders are entitled to vote at the
Annual Meeting on whether to provide advisory approval of the compensation of the Company’s named executive officers as disclosed
in this Proxy Statement. At our 2017 annual meeting, stockholders agreed, and the Board subsequently approved, that our stockholders
should have the opportunity to cast an advisory vote to approve the compensation of our named executive officers on a triennial basis.
This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on
our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather
the overall total compensation of our named executive officers and the philosophy, policies, and practices described in this Proxy Statement,
including under the heading “Information About Our Executive Compensation.” The stockholder vote on executive compensation
is an advisory vote only, and it is not binding on us or the Board.
Our
executive compensation programs are designed to attract and retain superior employees in key positions to enable us to succeed in the
highly competitive market for talent, while simultaneously maximizing stockholder returns. Our goal is to provide a competitive compensation
package to our executives, tie a significant portion of pay to performance and utilize components that align the interests of our executives
with those of our stockholders. The Compensation Committee and the Board believe that our executive compensation program fulfills these
goals and is reasonable, competitive, and appropriately aligned with our performance and the performance of our executives.
We
are asking the Company’s stockholders to indicate their support for the advisory approval of the Company’s executive compensation
as described in this Proxy Statement, including under the heading “Information About Our Executive Compensation.”
Accordingly, we ask that our stockholders vote “FOR” the following resolution:
“RESOLVED,
that the Company’s stockholders APPROVE, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s
Proxy Statement for the 2023 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Summary Compensation Table and the other related compensation tables and narrative disclosure.”
While
this advisory vote is non-binding, the Board values the opinions that stockholders express in their votes and will, as a matter of good
corporate practice, take into account the outcome of the vote when considering future compensation decisions.
The
Board Recommends a Vote FOR the Advisory Vote on Executive Compensation and Proxies that Are Returned Will Be So Voted Unless Otherwise
Instructed.
PROPOSAL
NO. 3 –
ADVISORY
VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY VOTES
In
Proposal No. 2 above, we are asking stockholders to cast an advisory vote for the compensation disclosed in this proxy statement that
we paid in fiscal 2022 to our named executive officers.
In
this Proposal No. 3, the Board of Directors is asking stockholders to cast a non-binding, advisory vote on how frequently we should have
say-on-pay votes in the future. Stockholders will be able to mark the enclosed proxy card or voting instruction form on whether to hold
say-on-pay votes every one, two or three years. Alternatively, you may indicate that you are abstaining from voting.
Accordingly,
we ask that our stockholders vote “THREE YEARS” on the following resolution:
“RESOLVED,
that the stockholders of the Company recommend, in a non-binding vote, whether an advisory vote to approve the compensation of the Company’s
named executive officers should occur every one, two or three years.”
In
2017, stockholders approved a triennial frequency for their non-binding approval of the compensation of the Company’s named executive
officers. Section 14A of the Exchange Act requires that stockholders be afforded the opportunity to approve, on a non-binding basis,
no less often than every six years the frequency of their non-binding approval of the compensation of the Company’s named executive
officers. The Company believes that a triennial vote remains appropriate, especially since it is a smaller reporting company.
A
triennial vote provides us with the time to thoughtfully respond to stockholders’ sentiments and implement any necessary changes.
We carefully review changes to our program to maintain the consistency and credibility of the program which is important in motivating
and retaining our employees. We therefore believe that a triennial vote is an appropriate frequency to provide our people and compensation
committee sufficient time to thoughtfully consider stockholders’ input and to implement any appropriate changes to our executive
compensation program, in light of the timing that would be required to implement any decisions related to such changes.
This
vote, like the say-on-pay vote itself in Proposal No. 2, is not binding on the Board. The Board believes that every three years is the
appropriate frequency. Our executive compensation programs are intended to have a focus that is longer than the current year for which
compensation is paid. The Board believes that our executive compensation programs should be evaluated in a say-on-pay stockholder vote
over a period longer than one year because our programs are designed to reward performance over time, and the Company believes that three
years is an appropriate period over which to evaluate the effectiveness of those programs. While we recognize that there are many views
on the appropriateness of any interval of frequency, we believe that conducting an annual advisory vote on executive compensation may
unnecessarily focus on short-term performance. However, if a plurality of votes is cast in favor of an interval other than three years,
the Board intends to consider the vote of stockholders and evaluate the frequency with which an advisory vote on executive compensation
will be submitted to stockholders in the future. Even if a plurality of votes are cast in favor of a three-year frequency, if our executive
compensation program is materially changed in any year, the Board may present a say-on-pay vote at the next annual meeting even if it
would otherwise not be scheduled.
The
Board Recommends That Stockholders Select “EVERY 3 YEARS” On The Proposal Concerning The Frequency Of Future Advisory Votes
On Executive Compensation.
PROPOSAL
NO. 4 —
RATIFICATION
OF APPOINTMENT OF OUR
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee of our Board has appointed EisnerAmper as our independent registered public accounting firm for the fiscal year ending
December 31, 2023. Although stockholder approval is not required, we desire to obtain from the stockholders an indication of their approval
or disapproval of the Audit Committee’s action in appointing EisnerAmper as the independent registered public accounting firm of
the Company and its subsidiaries. The accompanying proxy will be voted FOR the ratification of the appointment of EisnerAmper unless
the proxy contains instructions otherwise. If the stockholders do not ratify this appointment, such appointment will be reconsidered
by the Audit Committee, but the Audit Committee will not be required to take any action.
A
representative of EisnerAmper is expected to be available at the Annual Meeting and will be afforded an opportunity to make a statement
and to respond to questions.
The
Board Recommends a Vote FOR the Ratification of the Appointment of EisnerAmper, LLP for Fiscal Year 2023 and Proxies that Are Returned
Will Be So Voted Unless Otherwise Instructed.
AUDIT
COMMITTEE MATTERS AND FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Under
its charter, the Audit Committee must pre-approve all engagements of our independent registered public accounting firm unless an exception
to such pre-approval exists under the Exchange Act or the rules of the SEC. The Audit Committee approved the termination of our relationship
with BDO USA LLP (“BDO”) and our retention of EisnerAmper as our independent registered accounting firm for the fiscal
year ended December 31, 2022. Each year, the independent registered public accounting firm’s retention to audit our financial statements
and permissible non-audit services, including the associated fees, is approved by the Audit Committee. At the beginning of each fiscal
year, the Audit Committee evaluates other known potential engagements of the independent registered public accounting firm, in light
of the scope of the work proposed to be performed and the proposed fees, and approves or rejects each service, taking into account whether
the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public
accounting firm’s independence. At subsequent Audit Committee meetings, the Audit Committee receives updates on the services actually
provided by the independent registered public accounting firm, and management may present additional services for approval. Typically,
these would be services, such as due diligence for an acquisition, that were not known at the beginning of the year. The Audit Committee
has delegated to the Chairperson of the Audit Committee the authority to evaluate and approve engagements on behalf of the Audit Committee
in the event that a need arises for pre-approval between committee meetings. If the Chairperson so approves any such engagements, he
will report that approval to the full Audit Committee at the next Audit Committee meeting. All of the services and corresponding fees
described below were approved by the Audit Committee.
BDO
USA LLP
BDO,
an independent registered public accounting firm, had served as our independent accountants beginning in 2012. On April 13, 2022, the
relationship between the Company and BDO as the Company’s independent registered public accounting firm for the Company was terminated
and EisnerAmper was retained as the Company’s new independent registered public accounting firm. The reports of BDO on the audited
consolidated financial statements of the Company for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles except that there
was an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going
concern.
During
the fiscal years ended December 31, 2021 and 2020, as well as during the subsequent interim period preceding April 13, 2022, there were
no (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with BDO
with respect to any matter relating to accounting principles or practices, financial statement disclosures, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of BDO, would have caused it to make reference thereto in its reports on the
audited consolidated financial statements of the Company for such years; or (ii) “reportable events” (as that term is defined
in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weakness in the Company’s internal
control over financial reporting related to properly identifying all the events that could trigger an asset impairment reported in Part
II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
Audit
and Other Fees
EisnerAmper,
an independent registered public accounting firm, has served as our independent accountants since April 13, 2022. Prior to April 13,
2022, BDO USA LLP (“BDO”) had served as our independent accountants. Fees for services provided by EisnerAmper and BDO for
the past two completed years ended December 31 were as follows:
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| |
2022 | | |
2021 | |
Audit Fees (1)(2)(3) | |
$ | 346,974 | | |
$ | 379,000 | |
Audit-Related Fees | |
| - | | |
| - | |
Tax Fees | |
| - | | |
| - | |
All Other Fees | |
| - | | |
| - | |
Total Fees | |
$ | 346,974 | | |
$ | 379,000 | |
(1) |
Audit
fees include the audit of our consolidated financial statements. |
(2) |
Included
within audit fees for the year ended December 31, 2021 are those fees totaling $25,000 associated with our S-1 filing in 2021. |
(3) |
Included
within audit fees for the year ended December 31, 2022 are $85,000 billed by BDO for the review of the Company’s 2021 financials
that were adjusted for discontinued operations. |
AUDIT
COMMITTEE REPORT
The
following Report of the Audit Committee shall not be deemed incorporated by reference into any of our filings under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference
therein.
The
Audit Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2022 and discussed them with management
and EisnerAmper, the independent registered public accounting firm that audited our financial statements for fiscal 2022. The Audit Committee
has also discussed with EisnerAmper the matters required to be discussed by the SEC and the Public Company Accounting Oversight Board’s
(the “PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees.” The Audit Committee also received
the written disclosures and the letter from EisnerAmper required by Rule 3526 of the PCAOB, “Communications with Audit Committees
Concerning Independence,” and the Audit Committee discussed with EisnerAmper the firm’s independence.
Management
is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles
and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations, including
the effectiveness of internal control over financial reporting. EisnerAmper was responsible for performing an independent audit of our
financial statements and expressing an opinion as to their conformity with generally accepted accounting principles. EisnerAmper had
full access to the Audit Committee to discuss any matters they deem appropriate.
Based
on the reports and discussions described in this report, the Audit Committee recommended to the Board that our audited financial statements
for the fiscal year ended December 31, 2022 be included in our Annual Report for filing with the SEC.
|
Submitted
by the Audit Committee |
|
|
|
Dr.
Joseph Keegan, Chairperson |
|
|
|
Stephen
Sullivan |
|
|
|
Fortunato
Ron Rocca |
GOVERNANCE
OF THE COMPANY
Corporate
Governance and Code of Business Conduct
Our
Board has adopted a written Code of Business Conduct that applies to our directors, officers, and employees, as well as Corporate Governance
Guidelines applicable specifically to our Board. You can find links to these documents in the “Investor Relations-Corporate Governance”
section of our website page at www.interpace.com. The content contained in, or that can be accessed through, our website is not incorporated
into this Proxy Statement. Disclosure regarding any amendments to, or any waivers from, a provision of our Code of Business Conduct that
applies to one or more of our directors, our principal executive officer, our principal financial or our principal accounting officer
will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, or posted on
our website (www.interpace.com). Our common stock is quoted on the OTCQX, which is operated by OTC Markets Group, Inc. (“OTC
Markets”).
Board
Leadership and Structure
The
Chairman of the Board presides at all meetings of the Board. Mr. Gorman serves as the Chairman of the Board, and Mr. Burnell, our Chief
Executive Officer, serves as a director. The Board has determined that Mr. Gorman and Mr. Burnell are not “independent” within
the meaning of the OTCQX Rules for U.S. Companies (the “OTCQX Rules”). The Board has determined that the remaining
members of the Board are independent within the meaning of the OTCQX Rules.
The
Board believes that the roles of Chief Executive Officer and Chairman of the Board should be separate at this time. The Board believes
that it should be free to make a choice from time to time in any manner that it believes is in the best interests of the Company and
our stockholders.
Risk
Oversight by the Board
The
Board and, in particular, the Audit Committee view enterprise risk management as an integral part of the Company’s planning process.
The subject of risk management is a recurring agenda item. The Audit Committee evaluates enterprise risk with management and the Company’s
independent registered public accountants on a regular basis and also receives updates from the Company’s internal audit consultants,
and the Audit Committee in turn calls the Board’s attention to items in such reports as it deems appropriate for review by the
full Board.
Additionally,
the charters of certain of the Board’s committees assign oversight responsibility for particular areas of risk. For example, our
Audit Committee oversees management of enterprise-wide risks, including those related to accounting, auditing and financial reporting
and maintaining effective internal control over financial reporting, and for compliance with the Code of Business Conduct. Our Regulatory
Compliance Committee oversees management’s efforts to adopt and implement policies and procedures that require the Company and
its employees to comply with the regulatory framework of laws and regulations with respect to its operations and to be compliant with
applicable operational, health, safety, quality, and regulatory requirements and best practices. Our Audit Committee and Regulatory Compliance
Committee also review and discuss with relevant management, at least annually, the implementation and effectiveness of risk management
programs in the areas of cybersecurity and privacy as it relates to healthcare compliance. Our Nominating Committee oversees compliance
with listing standards for independent directors, committee assignments and related party transactions and other conflicts of interest.
Our Compensation Committee oversees the risk related to our compensation plans, policies and practices. All of these risks are discussed
with the entire Board in the ordinary course of the chairperson’s report of committee activities at regular Board meetings.
Board
Meetings and Committees
During
the year ended December 31, 2022, the Board held eight meetings and additionally acted five times by unanimous written consent,
the Audit Committee held four meetings, the Compensation Committee held one meeting, the Nominating Committee held no meetings,
and the Regulatory Compliance Committee held three meetings.
Each
committee member is a non-employee director of the Company who meets the independence requirements of the OTCQX Rules and applicable
law, except for Mr. Gorman, the Chairman of the Board and member of the Regulatory Compliance Committee, who the Board has determined
should not be considered independent within the meaning of the OTCQX Rules at this time. Each of our directors attended at least 75%
of the total number of Board meetings and committee meetings on which he or she served during 2022. We have adopted a policy encouraging
our directors to attend annual meetings of stockholders. Six of our then-current directors attended our annual stockholders’
meeting held on November 10, 2022. Our Board has four standing committees, each of which is described below.
Audit
Committee
The
Audit Committee is currently comprised of Dr. Keegan (Chairperson), Mr. Sullivan and Mr. Rocca. The primary purposes of our Audit Committee
are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing,
financial reporting, internal control, legal compliance and risk management functions of the Company, including, without limitation,
assisting the Board’s oversight of: (i) the integrity of our financial statements; (ii) the effectiveness of our internal control
over financial reporting; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our
independent registered public accounting firm; (v) the selection, retention and termination of our independent registered public accounting
firm; and (vi) the performance of our internal audit function and independent registered public accounting firm. The Audit Committee
is also responsible for preparing the report of the Audit Committee required by the rules and regulations of the SEC for inclusion in
our annual proxy statement.
Our
Board has determined that each member of our Audit Committee is independent within the meaning of the OTCQX Rules and as required by
the Audit Committee charter. Our Board has determined that the chairperson of the Audit Committee, Dr. Keegan, is an “audit committee
financial expert,” as that term is defined in Item 407(d) of Regulation S-K under the Exchange Act.
Our
Audit Committee charter is posted and can be viewed in the “Investors” section of our website at www.interpace.com.
Compensation
Committee
As
of the date of this Proxy Statement, the Compensation Committee is currently comprised of Mr. Sullivan (Chairperson), Mr. Chan, and Mr.
Rocca. Each member of our Compensation Committee is “independent” within the meaning of the OTCQX Rules and as required by
the Compensation Committee charter. The primary purposes of our Compensation Committee are: (i) to establish and maintain our executive
compensation policies consistent with corporate objectives and stockholder interests; and (ii) to oversee the competency and qualifications
of our senior management personnel and the provisions of senior management succession planning; and (iii) to advise the Board with respect
to director compensation issues. The Compensation Committee also administers our equity compensation plans. The Compensation Committee
may form subcommittees for any purpose that they deem appropriate and may delegate to such subcommittees such power and authority as
they deem appropriate, provided that the subcommittee consists of at least two members and provided further that the Compensation Committee
must not delegate any power or authority required by any law, regulation or listing standards to be exercised by the Compensation Committee
as a whole.
Our
Compensation Committee charter is posted and can be viewed in the “Investors” section of our website at www.interpace.com.
Nominating
Committee
As
of the date of this Proxy Statement, the Nominating Committee is currently comprised of Dr. Keegan (Chairperson), Mr. Chan, Mr. Aggarwal
and Mr. Sullivan. Each member of our Nominating Committee is “independent” within the meaning of the OTCQX Rules and as required
by the Nominating Committee charter. The primary purposes of the Nominating Committee are: (i) to recommend to the Board the nomination
of individuals who are qualified to serve as our directors and on committees of the Board; (ii) to advise the Board with respect to the
composition, size, structure and procedures of the Board; (iii) to advise the Board with respect to the composition, size and membership
of the Board’s committees; (iv) to advise the Board with respect to corporate governance principles applicable to the Company;
(v) to develop and maintain the Company’s corporate governance guidelines; (vi) to oversee the evaluation of the Board as a whole
and the evaluation of its individual members standing for re-election; and (vii) to advise the Board with respect to any other matters
required by federal securities laws. The Nominating Committee also has responsibility for reviewing and approving all transactions that
are “related party” transactions under SEC rules, unless the Board empowers a special committee.
The
Nominating Committee does not set specific, minimum qualifications that nominees for director must meet in order for the Nominating Committee
to recommend them to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking
into account our needs and the composition of the Board. Members of the Nominating Committee discuss and evaluate possible candidates
in detail, and suggest individuals to explore in more depth. Once a candidate is identified whom the Nominating Committee wants to seriously
consider and move toward nomination, the chairperson of the Nominating Committee enters into a discussion with that nominee candidate.
Subsequently, the chairperson will discuss the qualifications of the candidate with the other members of the Nominating Committee, and
the Nominating Committee will then make a final recommendation with respect to that candidate to the Board.
The
Nominating Committee considers many factors when determining the eligibility of candidates for nomination as directors. The Nominating
Committee does not have a diversity policy; however, its goal is to nominate candidates from a broad range of experiences and backgrounds
who can contribute to the Board’s deliberations by reflecting a range of perspectives, thereby increasing its overall effectiveness.
In identifying and recommending nominees for positions on the Board, the Nominating Committee places primary emphasis on: (i) a candidate’s
judgment, character, expertise, skills and knowledge useful to the oversight of our business; (ii) a candidate’s business or other
relevant experience; and (iii) the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience
with that of other members of the Board will build a Board that is effective, collegial and responsive to our needs.
The
Nominating Committee will consider nominees recommended by stockholders, based on the same criteria described above, provided such nominations
comply with the applicable provisions of our Certificate of Incorporation, Bylaws and the procedures to be followed in submitting proposals.
No material changes have been implemented to the procedures by which stockholders may recommend nominees to our Board since we filed
our proxy statement on September 20, 2022 in connection with the 2022 annual meeting.
In
addition, for so long as each of Ampersand and 1315 Capital holds at least sixty percent (60%) of the Series B Preferred Stock issued
to it on January 15, 2020, such Series B Investor will be entitled to elect two directors to the Board, provided that one of the directors
qualifies as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor
rule or similar rule promulgated by another exchange on which the Company’s securities are then listed or designated).
Our
Nominating Committee charter is posted and can be viewed in the “Investors” section of our website at www.interpace.com.
Regulatory
Compliance Committee
As
of the date of this Proxy Statement, the Regulatory Compliance Committee is currently comprised of Mr. Aggarwal (Chairperson), Mr. Chan
and Mr. Gorman. Mr. Aggarwal and Mr. Chan are “independent” within the meaning of the OTCQX Rules and as required by the
Regulatory Compliance Committee charter. The Board has determined that Mr. Gorman should not be considered independent within the meaning
of the OTCQX Rules. The primary purposes of our Regulatory Compliance Committee are to assist the Board in carrying out its oversight
responsibility with respect to the regulatory framework of laws and regulations with respect to our operations, compliance with high
quality, ethical and legal standards, and to be compliant with applicable operational, health, safety, quality, and regulatory requirements
and best practices. Specifically, the Regulatory Compliance Committee assists the Board with respect to compliance with the operation
of clinical laboratories and the provision of laboratory services and related customer billing and Medicare reimbursement. The Regulatory
Compliance Committee was formerly part of the Company’s Audit Committee and was formed in January 2020.
The
Regulatory Compliance Committee also reviews and discusses with relevant management the implementation and effectiveness of regulatory
risk management programs in the areas of supply chain, environmental regulations, employee health and safety, privacy, cybersecurity,
regulatory and political expenditures and lobbying activities.
Our
Regulatory Compliance Committee charter is posted and can be viewed in the “Investor Relations” section of our website at
www.interpace.com.
Compensation
Committee Interlocks and Insider Participation
As
of December 31, 2022, the Compensation Committee was comprised of Mr. Sullivan (Chairperson), Mr. Chan, and Mr. Rocca. During 2022 and
as of the date of this Proxy Statement, no member of our Compensation Committee has ever been an executive officer or employee of ours
and no executive officer of ours currently serves, or has served during the last completed year, on the board of directors, compensation
committee or other committee serving an equivalent function, of any other entity that has one or more officers serving as a member of
our Board or Compensation Committee. Only Mr. Chan has relationships requiring disclosure with respect to related party transactions,
as described below under the section “Certain Relationships and Related Party Transactions”.
Policies
on Communicating with our Board and Reporting of Concerns Regarding Regulatory, Accounting or Auditing Matters
Stockholders
may contact an individual director, a committee of our Board or our Board as a group. The name of any specific intended director recipient
(or recipients) should be noted in the communication. Communications may be sent to Interpace Biosciences, Inc., 2001 Route 46 Waterview
Plaza, Suite 310, Parsippany, NJ 07054. Our CEO will forward such correspondence only to the intended recipients. Prior to forwarding
any correspondence, however, the CEO will review the correspondence and will not forward any communications deemed to be of a commercial
or frivolous nature or otherwise inappropriate for our Board’s consideration. In such cases, that correspondence may be forwarded
elsewhere in the Company for review and possible response.
Any
person who has a concern regarding corporate compliance matters, including accounting, internal accounting controls or auditing matters,
may, in a confidential or anonymous manner, communicate that concern in either of the following manners: (1) by utilizing our Whistleblower
Hotline to report such concerns via a confidential and secure Internet and telephone based reporting system administered by an external
vendor, which may be reached toll-free at 1-866-238-1324; or (2) by setting forth such concerns in writing and forwarding them in a sealed
envelope to the Chairperson of the Audit Committee, in care of the Company’s Corporate Secretary, at the following mailing address:
Interpace Biosciences, Inc., Chair of the Audit Committee of the Board of Directors, c/o Corporate Secretary, 2001 Route 46 Waterview
Plaza, Suite 310, Parsippany, NJ 07054, such envelope to be labeled with a legend such as: “Anonymous Submission of Complaint or
Concern.” All such communications will be forwarded to the chairperson of our Audit Committee.
Any
person who has a concern regarding regulatory compliance matters may, in a confidential or anonymous manner, communicate that concern
in either of the following manners: (1) by utilizing our Whistleblower Hotline to report such concerns via a confidential and secure
Internet and telephone based reporting system administered by an external vendor, which may be reached toll-free at 1-866-238-1324; or
(2) by setting forth such concerns in writing and forwarding them in a sealed envelope to the Chairperson of the Regulatory Compliance
Committee, in care of the Company’s Corporate Secretary, at the following mailing address: Interpace Biosciences, Inc., Chair of
the Regulatory Committee of the Board of Directors, c/o Corporate Secretary, 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, NJ
07054, such envelope to be labeled with a legend such as: “Anonymous Submission of Complaint or Concern.” All such communications
will be forwarded to the chairperson of our Regulatory Compliance Committee.
Hedging
Policy
Our
Board has not adopted a hedging policy with respect to transactions by our directors, officers and employees that hedge or offset, or
are designed to hedge or offset, any decrease in the market value of our equity securities.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent (10%) of our common
stock, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than ten percent
(10%) stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To
the best of our knowledge, based solely on our review of the copies of such forms furnished to us, or written representations that no
other forms were required, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors and
greater than ten percent (10%) stockholders were complied with during the fiscal year ended December 31, 2022.
EXECUTIVE
OFFICERS
The
following table sets forth the names, ages and principal positions of our executive officers as of the date of this Proxy Statement:
Name |
|
Age |
|
Position |
Thomas
W. Burnell |
|
60 |
|
President,
Chief Executive Officer and Director |
Christopher
McCarthy |
|
32 |
|
Chief
Financial Officer |
Mr.
Burnell’s business experience is discussed above, under the heading “Director Biographies and Qualifications”. There
are no arrangements or understandings between Mr. Burnell and any other persons pursuant to which he was selected as an officer. In addition,
there is no family relationship between Mr. Burnell and any director, executive officer, or person nominated or chosen by the Company
to become a director or executive officer that would require disclosure pursuant to Item 401(d) of Regulation S-K. There is no related
party transaction as of the date hereof between Mr. Burnell and the Company that would require disclosure under Item 404(a) of Regulation
S-K.
The
principal occupation and business experience for at least the last five years for Mr. McCarthy as a named executive officer is set forth
below.
On
July 24, 2023, Christopher McCarthy was appointed as the Chief Financial Officer of the Company. Mr.
McCarthy has served as the Company’s Principal Financial Officer since April 2023. Prior to serving as the Company’s Principal
Financial Officer, Mr. McCarthy served as the Company’s Vice President of Finance and Enterprise Systems from August 2022 to April
2023, Senior Director of Operations Finance from August 2020 to August 2022 and the Company’s Senior Financial Analyst from June
2019 to August 2020. Prior to joining the Company, Mr. McCarthy served as a Senior Financial Systems Analyst at Simon & Schuster,
Inc. from January 2016 to June 2019
Except
as described herein, Mr. McCarthy has served in no other Company positions and there is no arrangement or understanding between Mr. McCarthy
and any other person pursuant to which he was selected to serve as Chief Financial Officer. Mr. McCarthy has no family relationship with
any director or executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company
that would require disclosure pursuant to Item 401(d) of Regulation S-K. There are no related party transactions as of the date hereof
between Mr. McCarthy and the Company that would require disclosure under Item 404(a) of Regulation S-K.
INFORMATION
ABOUT OUR EXECUTIVE COMPENSATION
The
following table sets forth certain information concerning compensation for 2021 and 2022 paid to our Chief Executive Officer and Chief
Financial Officers who served in this capacity during 2021 and 2022.
SUMMARY COMPENSATION TABLE FOR 2022 AND 2021 |
Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($)(1) | | |
Stock Awards ($)(2) | | |
Option Awards ($)(2) | | |
Non-Equity Incentive Compensation | | |
All Other Compensation (3) | | |
Total | |
Thomas W. Burnell | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
CEO | |
2022 | | |
$ | 433,854 | | |
$ | 185,000 | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 15,315 | | |
$ | 634,169 | |
| |
2021 | | |
| 425,000 | | |
| 160,000 | | |
| - | | |
| - | | |
| - | | |
| 3,352 | | |
| 588,352 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Thomas Freeburg (4) | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
CFO | |
2022 | | |
| 190,417 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 159,008 | | |
| 349,425 | |
| |
2021 | | |
| 231,254 | | |
| 60,000 | | |
| 250,000 | | |
| 229,000 | | |
| - | | |
| 502 | | |
| 770,756 | |
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Fred Knechtel (5) | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
CFO | |
2021 | | |
| 25,833 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 173,737 | | |
| 199,570 | |
|
(1) |
The
amount set forth in this column represents an annual cash incentive bonus. |
|
|
|
|
(2) |
The
dollar amounts set forth under the headings “Stock Awards” and “Option Awards” represent aggregate grant
date fair value computed in accordance with FASB ASC Topic 718. For purposes of computing such amounts, we disregarded estimates
of forfeitures related to service-based vesting conditions. For additional information regarding our valuation assumptions, please
refer to Note 15 – “Stock-Based Compensation” to our consolidated financial statements included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, as amended. |
|
|
|
|
(3) |
For
the named executive officers, this column includes the following amounts in 2022: |
| |
401(k) Company Match ($) | | |
Term Life/Disability Insurance Payment ($) | | |
Other ($) (1) | | |
Totals ($) | |
Thomas Burnell | |
$ | 12,272 | | |
$ | 3,043 | | |
$ | - | | |
$ | 15,315 | |
Thomas Freeburg (1) | |
| - | | |
| 790 | | |
| 158,218 | | |
| 159,008 | |
| (1) | The
amounts set forth in this column for Mr. Freeburg represent severance of $127,500, continuation
of health benefits of $11,218 and consulting fees of $19,500. |
|
(4) |
Mr.
Freeburg no longer served as Chief Financial Officer effective September 30, 2022. |
|
|
|
|
(5) |
Mr.
Knechtel no longer served as Chief Financial Officer effective January 31, 2021. Mr. Freeburg was appointed Chief Financial Officer
on February 1, 2021. |
Narrative
Disclosure to Summary Compensation Table
The
following narrative discusses the base salary, annual cash incentives, long-term equity incentives, and perquisites of the Company with
respect to Messrs. Burnell, Freeburg and Knechtel during 2021.
Base
Salary
Initially,
base salaries are generally set according to the executive officer’s employment agreement with the Company and adjusted based on
the individual’s current and historical performance. The base salary levels and any changes to those levels for each executive
are reviewed each year by the Compensation Committee and adjustments may be based on factors such as new roles and/or responsibilities
assumed by the executive and the executive’s impact on our strategic goals and financial performance.
Tom
Burnell. Upon appointment as Chief Executive Officer on December 1, 2020, Mr. Burnell’s annual base salary was set at $425,000.
There was a 2.5% increase to Mr. Burnell’s salary in 2022.
Thomas
Freeburg. Upon appointment as Chief Financial Officer on February 1, 2021, Mr. Freeburg’s annual base salary was set at $225,000.
Pursuant to the terms of his employment agreement, his base salary was increased to $250,000 on August 1, 2021. There was a 2% increase
to Mr. Freeburg’s salary in 2022.
Annual
Cash Incentives
The
annual cash incentive program provides our executive officers with an opportunity to receive a cash award at the discretion of the Compensation
Committee (and the full Board, in the case of the Chief Executive Officer). Annual cash incentive targets and performance metrics are
usually determined by the Compensation Committee during the first quarter of each fiscal year, based on competitive market data generally
available to the Compensation Committee as well as consideration based upon the financial condition of the Company, including revenue
and adjusted EBITDA.
Sign-on
bonuses may be granted from time to time at the discretion of our Compensation Committee in connection with new hires at the executive
officer level. There were no cash sign-on bonuses for any named executive officer in 2022.
Long-Term
Equity Incentives
Our
executives are also eligible to participate in a long-term equity incentive program, which is currently administered under the 2019 Equity
Incentive Plan. The long-term equity incentive component of our compensation program is used to promote alignment with stockholders and
to balance the short-term focus of the annual cash incentive component by linking a substantial part of compensation to our long-term
stockholder returns. The Compensation Committee believes that long-term stock-based compensation enhances our ability to attract and
retain high quality talent, provides motivation to improve our long-term financial performance, and increase stockholder value.
No
stock awards or stock options were granted to our executive officers in 2022 as the awards issued in 2021 were to cover a two-year period.
In March 2021, Mr. Freeburg was awarded 50,000 restricted stock units (“RSUs”) and 50,000 stock options, which became
fully vested pursuant to the terms of the Consulting Agreement described below.
Perquisites
As
a matter of practice, we provide only limited perquisites to our executive officers that are not generally provided to all employees.
Executives are eligible for the standard benefits and programs generally available to all of our employees. The value of special perquisites,
as well as additional benefits that are available generally to all of our employees, that were provided to each named executive officer
in 2022 are set forth in footnote 3 to the Summary Compensation Table.
Qualified
Plan
The
Company maintains a tax-qualified savings plan under Section 401(k) of the Code. Employees who participate in the plan may make elective
deferrals to the plan, subject to the limitations imposed by the Code. In addition, the Company currently offers a safe harbor matching
contribution equal to 100% of the first 3% of an employee’s contributed base salary plus 50% of the employee’s base salary
contributed exceeding 3% but not more than 5%.
Employment
Agreements and Severance Arrangements
Tom
Burnell
On
December 1, 2020, the Company appointed Mr. Burnell as Chief Executive Officer and President and entered into an employment agreement
with Mr. Burnell (the “Burnell Employment Agreement”). Under the Burnell Employment Agreement, Mr. Burnell is to receive
an annual base salary of at least $425,000, a target annual bonus opportunity of up to 50% of such base salary, and certain other benefits
such as housing and participation in the benefit plans and programs maintained by the Company.
In
the event that Mr. Burnell’s employment is terminated by the Company without Cause or by Mr. Burnell for Good Reason (in each case,
as defined in the Burnell Employment Agreement), then subject to, among other things, Mr. Burnell’s execution and non-revocation
of a release agreement in favor of the Company, Mr. Burnell would be entitled to: (i) salary continuation payments for a period of (a)
six (6) months, if such termination of employment occurs on or after the first anniversary of employment but prior to the second anniversary
of employment, or (b) twelve (12) months, if such termination of employment occurs on or after the second anniversary of employment;
provided, however, that there will be no salary continuation payments in the event such termination of employment occurs prior to the
first anniversary of employment; (ii) all outstanding equity awards that were scheduled to vest during the 24-month period following
the termination date, but for the termination, would become fully vested and exercisable (including any such awards that vest in whole
or in part based on the attainment of performance-vesting conditions that would be deemed achieved at the target level of the applicable
award agreement); and, (iii) continuation of health and welfare benefits for the applicable salary continuation period.
Thomas
Freeburg
On
February 1, 2021, the Company appointed Mr. Freeburg as Chief Financial Officer, Treasurer, and Secretary of the Company, effective as
of February 1, 2021 and entered into an employment agreement with Mr. Freeburg (the “Freeburg Employment Agreement”).
Under the Freeburg Employment Agreement, Mr. Freeburg received an annual base salary of $225,000 and a target annual bonus opportunity
of up to 40% of such base salary. Effective as of the date six (6) months after the Effective Date, the Base Salary increased to $250,000.
On March 10, 2021 Mr. Freeburg, was awarded 50,000 RSUs and 50,000 stock options vesting in equal installments on each of the first three
anniversaries of the grant date, subject to Mr. Freeburg’s continued employment with the Company through the applicable vesting
date, with accelerated vesting upon a Change in Control, as defined in the applicable equity incentive plan, subject to Mr. Freeburg’s
continuous employment through such Change in Control.
On
September 30, 2022, Mr. Freeburg resigned from his position as Chief Financial Officer and as an employee of the Company. In
connection with his resignation the Company entered into a severance and consulting agreement, (the “Consulting Agreement”).
Pursuant to the Consulting Agreement, the Company agreed to provide Mr. Freeburg with the following payments and benefits: (i) a cash
amount equal to $127,500 payable in semi-monthly installments over a six-month period, (ii) payment for the cost of COBRA premiums for
six months, and (iii) the accelerated vesting of all outstanding equity grants on September 30, 2022. Mr. Freeburg has consulted and
remained the Company’s principal financial officer through March 31, 2023. Mr. Freeburg earned approximately $61,000 for consulting
in 2023.
Christopher
McCarthy
On
July 24, 2023, the Company appointed Mr. McCarthy as Chief Financial Officer of the Company. In accordance with SEC rules, his compensatory
arrangements for 2023 will be described in our Executive Compensation disclosures next year.
In
connection with Mr. McCarthy’s appointment as Chief Financial Officer, the Company entered into an employment agreement with Mr.
McCarthy on July 31, 2023 (the “McCarthy Employment Agreement”), effective as of July 24, 2023. Pursuant to the McCarthy
Employment Agreement, the Company agreed to pay to Mr. McCarthy a base salary of $220,000 annually to be paid in accordance with the
Company’s payroll practices, with any increase in the sole discretion of the Company’s Compensation Committee. Mr. McCarthy
is also eligible to receive additional annual incentive compensation with an annual target of up to 40% of the base salary, paid out
in cash, less applicable taxes and deductions and/or stock as determined by the Compensation Committee. The Company has awarded to Mr.
McCarthy, under the Company’s 2019 Equity Incentive Plan, as amended, and related Form of Restricted Stock Unit Grant Notice and
Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan a grant of RSUs with respect to 25,000 shares of the Company’s
common stock, par value $0.01 per share (such grant, the “RSU Grant”). The RSU Grant vested immediately upon its grant
date of July 31, 2023 with respect to 12,500 RSUs and the remaining 12,500 RSUs will vest on the six month anniversary of the date of
grant. On July 27, 2024, the Company will grant an additional 25,000 RSUs to Mr. McCarthy, which will be immediately vested.
The
Employment Agreement provides for “at will” employment that may be terminated by Mr. McCarthy or by the Company at any time,
and for any reason or for no reason. In the event of termination, Mr. McCarthy will be entitled to retain any equity awards that have
vested through the date of termination, subject to the terms and conditions of the applicable equity incentive plan and the applicable
award agreement. In the event that Mr. McCarthy’s employment is terminated by the Company without Cause or by Mr. McCarthy for
Good Reason (in each case, as defined in the McCarthy Employment Agreement), then subject to, among other things, Mr. McCarthy’s
execution and non-revocation of a release agreement in favor of the Company, Mr. McCarthy would be entitled to salary continuation payments
for a period of six months.
Confidential
Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement (“Restrictive Covenants
Agreement”)
Each
of Messrs. Freeburg, Knechtel, and Burnell also entered into a Restrictive Covenants Agreement with the Company that includes customary
provisions regarding confidentiality and non-disclosure, customary non-competition and non-solicitation provisions that extend for up
to one (1) year following termination of employment, and a customary invention assignment regarding ownership of intellectual property.
The payment of any severance benefits under each executive’s employment agreement and/or severance agreement is conditioned on
continued compliance with his Restrictive Covenants Agreement.
Treatment
of Outstanding Equity on a Change in Control
Pursuant
to the terms of our Amended and Restated 2004 Stock Award and Incentive Plan, awards outstanding under that plan will generally become
fully vested and exercisable upon a change in control of the Company. There is no similar automatic vesting provision upon a change in
control for awards granted under the Interpace Biosciences, Inc. 2019 Equity Incentive Plan. However, Mr. Freeburg was entitled under
his employment agreement to accelerated vesting of his outstanding equity awards upon a change in control, subject to continued employment.
During his tenure at the Company, Mr. Knechtel had a similar entitlement.
Compensation
Features Intended to Prevent Excessive Risk Taking
The
Compensation Committee reviews our compensation policies and practices for all employees, including executive officers, and believes
that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on us. In particular,
the Compensation Committee believes that the following factors help mitigate against any such risks: (i) annual cash incentive compensation
and long-term equity incentive compensation are based on a mix of our overall performance, business unit performance and individual performance;
(ii) the annual cash incentive compensation plan has no minimum funding levels, such that employees will not receive any rewards if satisfactory
financial performance is not achieved by us; and (iii) base salaries are consistent with employees’ responsibilities and general
market practices so that they are not motivated to take excessive risks to achieve a reasonable level of financial security.
Outstanding
Equity Awards as of December 31, 2022
The
following table provides information concerning the number and value of unexercised stock options and RSUs for the named executive officers
outstanding as of the year ended December 31, 2022:
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022 |
Option Awards | |
Stock Awards | |
Name | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Option Exercise Price ($) | | |
Option Expiration Date | | |
Number of Shares/RSUs that have not Vested (#) | | |
Market Value of Shares/RSUs that have not Vested ($)(1) | |
Thomas W. Burnell | |
| - | | |
| - | | |
| - | | |
| | | |
| 125,000 | (2) | |
| 130,000 | |
| |
| - | | |
| - | | |
| - | | |
| | | |
| 33,333 | (3) | |
| 34,666 | |
|
(1) |
The
market value is based on the closing price of $1.04 on December 30, 2022, the last day of trading in 2022. |
|
(2) |
Consists
of 125,000 performance based RSUs which will be eligible to vest on the day following a 30 calendar day period in which, for each
trading day of such period, a share of Common Stock has a closing per share price of at least $11.34. |
|
(3) |
Includes
33,333 time based RSUs which will fully vest on December 1, 2023. |
Pay
Versus Performance
As
required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are
providing the following information about the relationship between executive compensation actually paid and certain financial performance
of the Company.
Year | |
Summary Compensation Table Total for PEO(1) | | |
Compensation Actually Paid to PEO(2) | | |
Average Summary Compensation Table Total for Non-PEO NEOs(3) | | |
Average Compensation Actually Paid to Non-PEO NEOs(4) | | |
Value of Initial Fixed $100 Investment Based On(5): Total Shareholder Return(6) | | |
Net Loss (millions)(7) | | |
Adjusted EBITDA (millions)(8) | |
(a) | |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | |
2022 | |
$ | 634,169 | | |
$ | 548,226 | | |
| 349,425 | | |
$ | 259,057 | | |
$ | 33 | | |
$ | (22.0 | ) | |
$ | (1.2 | ) |
2021 | |
$ | 588,352 | | |
$ | 1,136,741 | | |
| 485,163 | | |
$ | 760,265 | | |
$ | 238 | | |
$ | (14.9 | ) | |
$ | (2.0 | ) |
(1) |
The dollar amounts reported in column (b) are the amounts of
total compensation reported for Mr. Burnell (our President and Chief Executive Officer) for each corresponding year in the “Total”
column of the Summary Compensation Table. Refer to “Information About Our Executive Compensation.” |
|
|
(2) |
The dollar amounts reported in column (c) represent the amount
of “compensation actually paid” to Mr. Burnell, as computed in accordance with Item 402(v) of Regulation S-K. The dollar
amounts do not reflect the actual amount of compensation earned by or paid to Mr. Burnell during the applicable year. In accordance with
the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Burnell’s total compensation for
each year to determine the compensation actually paid which is reported above: |
Year | |
Reported Summary Compensation Table Total for PEO | | |
Equity Award Adjustments(b) | | |
Compensation Actually Paid to PEO | |
2022 | |
$ | 634,169 | | |
$ | (85,943 | ) | |
$ | 548,226 | |
2021 | |
$ | 588,352 | | |
$ | 548,389 | | |
$ | 1,136,741 | |
| (a) | The
grant date fair value of equity awards represents the total of the amounts reported in the
“Stock Awards” and “Option Awards” columns in the Summary Compensation
Table for the applicable year. |
| (b) | The
equity award adjustments for each applicable year include the addition (or subtraction, as
applicable) of the following: (i) the year-end fair value of any equity awards granted in
the applicable year that are outstanding and unvested as of the end of the year; (ii) the
amount of change as of the end of the applicable year (from the end of the prior fiscal year)
in fair value of any awards granted in prior years that are outstanding and unvested as of
the end of the applicable year; (iii) for awards that are granted and vest in same applicable
year, the fair value as of the vesting date; (iv) for awards granted in prior years that
vest in the applicable year, the amount equal to the change as of the vesting date (from
the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that
are determined to fail to meet the applicable vesting conditions during the applicable year,
a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
(vi) the dollar value of any dividends or other earnings paid on stock or option awards in
the applicable year prior to the vesting date that are not otherwise reflected in the fair
value of such award or included in any other component of total compensation for the applicable
year. The valuation assumptions used to calculate fair values did not materially differ from
those disclosed at the time of grant. |
(3) |
The dollar amounts reported in column (d) represent the average
of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Burnell, who has served as
our President and Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year.
The names of each of the NEOs (excluding Mr. Burnell) included for purposes of calculating the average amounts in each applicable year
are as follows: (i) for 2022, Thomas Freeburg, Chief Financial Officer; and (ii) for 2021, Thomas Freeburg, Chief Financial Officer,
and Fred Knechtel, Chief Financial Officer. |
|
|
(4) |
The dollar amounts reported in column (e) represent the average
amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Burnell), as computed in accordance with Item
402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as
a group (excluding Mr. Burnell) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the
following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Burnell) for each year to determine
the compensation actually paid, using the same methodology described above in Note 3: |
Year | |
Average Reported Summary Compensation Table Total for Non-PEO NEOs | | |
Average Reported Value of Equity Awards | | |
Average Equity Award Adjustments(a) | | |
Average Compensation Actually Paid to Non-PEO NEOs | |
2022 | |
$ | 349,425 | | |
$ | - | | |
$ | (90,368 | ) | |
$ | 259,057 | |
2021 | |
$ | 485,163 | | |
$ | 239,500 | | |
$ | 35,602 | | |
$ | 760,265 | |
(5) |
The TSR figures, assuming a $100 investment on January 1, 2021,
would be as follows: 2021 – $238; 2022 – $33. |
|
|
(6) |
Cumulative
TSR is calculated by taking the difference between the Company’s share price at the end and the beginning of the measurement period
by the Company’s share price at the beginning of the measurement period. |
|
|
(7) |
The dollar amounts reported represent the amount of net loss
reflected in the Company’s audited financial statements for the applicable year. |
|
|
(8) |
Adjusted EBITDA is defined as income or loss from continuing
operations, plus depreciation and amortization, non-cash stock-based compensation, interest and taxes, and other non-cash expenses including
change in fair value of notes payable and warrant liability. While the Company uses numerous financial
and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company
has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the
most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation
actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance. |
Reconciliation of Adjusted EBITDA (Unaudited) |
($ in thousands) |
| |
| | |
| |
| |
Years Ended | |
| |
December 31, | |
| |
2022 | | |
2021 | |
Loss from continuing operations (GAAP Basis) | |
$ | (5,865 | ) | |
$ | (7,037 | ) |
Loss on DiamiR transaction | |
| - | | |
| 13 | |
Depreciation and amortization | |
| 1,429 | | |
| 3,469 | |
Stock-based compensation | |
| 1,237 | | |
| 1,145 | |
Taxes expense/(benefit) | |
| 29 | | |
| (705 | ) |
Interest accretion expense | |
| 158 | | |
| 496 | |
Financing interest and related costs | |
| 850 | | |
| 950 | |
Mark to market on warrant liability | |
| (71 | ) | |
| 50 | |
Change in fair value of note payable | |
| 1,224 | | |
| (58 | ) |
Change in fair value of contingent consideration | |
| (223 | ) | |
| (338 | ) |
Adjusted EBITDA | |
$ | (1,232 | ) | |
$ | (2,015 | ) |
Analysis
of the Information Presented in the Pay versus Performance Table
The
Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several
performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the
Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically
align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of
Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions
of the relationships between information presented in the Pay versus Performance table.
Compensation
Actually Paid and Cumulative TSR
As
demonstrated by the following graph, the amount of compensation actually paid to Mr. Burnell and the average amount of compensation actually
paid to the Company’s NEOs as a group (excluding Mr. Burnell) is aligned with the Company’s cumulative TSR over the two years
presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented
is because a significant portion of the compensation actually paid to Mr. Burnell and to the other NEOs is comprised of equity awards.
The Company does not make equity awards every year.
Relationship
of Executive Compensation Actually Paid to TSR of the Company
Compensation
Actually Paid and Net Income
As
demonstrated by the following table, the amount of compensation actually paid to Mr. Burnell and the average amount of compensation actually
paid to the Company’s NEOs as a group (excluding Mr. Burnell) is not aligned with the Company’s net loss over the two years
presented in the table. The Company does not use net income/(loss) as a performance measure in the overall executive compensation program,
particularly when determining the size of equity incentive awards. In addition, our short-term cash incentives are tied to EBITDA, and
the value of total compensation awarded to the NEOs through short-term incentives will vary from year-to-year as some years do not include
long-term equity awards.
Relationship
of Executive Compensation Actually Paid to Net Loss
Compensation
Actually Paid and Adjusted EBITDA
As
demonstrated by the following graph, the amount of compensation actually paid to Mr. Burnell and the average amount of compensation actually
paid to the Company’s NEOs as a group (excluding Mr. Burnell) is not aligned with the Company’s Adjusted EBITDA over the
two years presented in the table. The Company utilizes Adjusted EBITDA when setting financial targets for the NEOs.
Relationship
of Executive Compensation Actually Paid to Adjusted EBITDA
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table shows, as of September 15, 2023, the number of shares of our common stock beneficially owned by: (i) each stockholder
who is known by us to own beneficially in excess of 5% of our outstanding common stock; (ii) each of our current directors; (iii) each
of our current named executive officers, and (iv) all current directors and named executive officers as a group.
Except
as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of common stock owned
by them and all information with respect to beneficial ownership has been furnished to us by the respective stockholder. Except as otherwise
indicated, the address of the persons listed below is c/o Interpace Biosciences, Inc., 2001 Route 46 Waterview Plaza, Suite 310, Parsippany,
New Jersey 07054. The percentage of beneficial ownership is based on 4,321,772 shares of common stock outstanding on September 20, 2023.
Name
of Beneficial Owner | |
Number
of Shares Beneficially Owned (1) | | |
Percent
of Shares Outstanding | |
5% Holders: | |
| | | |
| | |
Ampersand 2018
Limited Partnership(2) | |
| 4,666,666 | (3) | |
| 51.9 | %
(21) |
1315 Capital II, L.P.(4) | |
| 3,166,666 | (5) | |
| 42.3 | %
(22) |
Peter H. Kamin (6) | |
| 781,956 | (7) | |
| 18.1 | % |
Douglas M. Singer (8) | |
| 355,165 | (9) | |
| 8.2 | % |
Executive
officers and directors: | |
| | | |
| | |
Thomas W. Burnell (10) | |
| 56,521 | (14) | |
| 1.3 | % |
Christopher McCarthy (11) | |
| 17,538 | (15) | |
| * | |
Vijay Aggarwal (12) | |
| 9,333 | (16) | |
| * | |
Edward Chan (12) | |
| - | | |
| * | |
Robert Gorman (13) | |
| 109,759 | (17) | |
| 2.5 | % |
Joseph Keegan (12) | |
| 34,677 | (18) | |
| * | |
Fortunato Ron Rocca (12) | |
| 28,000 | (19) | |
| * | |
Stephen J. Sullivan (12) | |
| 36,279 | (20) | |
| * | |
as a group (8 persons) | |
| 292,107 | (14)(15)(16)(17)(18)(19)(20) | |
| 6.5 | % |
* |
Represents
beneficial ownership of less than 1% of our outstanding common stock |
|
(1) |
Beneficial
ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC and include voting or investment
power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we include shares underlying
common stock derivatives, such as stock options and RSUs that a person has the right to acquire within 60 days of September 20, 2023.
Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. |
|
(2) |
The
reported address of Ampersand is 55 William Street, Suite 240, Wellesley, MA 02481. |
|
(3) |
This
information is based solely on an amended Schedule 13D/A filed with the SEC on November 12, 2021 by Ampersand. Ampersand reported
shared voting power and shared dispositive power of 4,666,666 shares of common stock underlying 28,000 shares of Series B Preferred
Stock. Series B Preferred Stock is convertible into shares of common stock at any time and from time to time, at the option of holders.
The Series B Preferred Stock is convertible into shares of common stock pursuant to the terms of the Certificate of Designation of
Series B Preferred Stock. |
|
(4) |
The
reported address of 1315 Capital is 2929 Walnut Street, Suite 1240, Philadelphia, PA 19104. |
|
(5) |
This
information is based solely on an amended Schedule 13D/A filed with the SEC on November 11, 2021 by 1315 Capital. 1315 Capital reported
shared voting power and shared dispositive power of 3,166,666 shares of common stock underlying 19,000 shares of Series B Preferred
Stock. Series B Preferred Stock is convertible into shares of common stock at any time and from time to time, at the option of holders.
The Series B Preferred Stock is convertible into shares of common stock pursuant to the terms of the Certificate of Designation of
Series B Preferred Stock. |
|
(6) |
The
reported address of Mr. Kamin is 2720 Donald Ross Road, #311, Palm Beach Gardens, FL 33410. |
|
(7) |
Includes
234,805 shares of common stock held by the Peter H. Kamin Revocable Trust dated February 2003, of which Peter H. Kamin is the sole
trustee, 133,186 shares of common stock held by the Peter H. Kamin Childrens Trust dated March 1997 of which Mr. Kamin is the trustee,
44,670 shares of common stock held by 3K Limited Partnership, of which Mr. Kamin is the General Partner and 99,187 shares of common
stock held by the Peter H. Kamin Family Foundation of which Mr. Kamin is the trustee. This information is based solely on a Schedule
13D/A filed with the SEC on February 1, 2022 by Mr. Kamin. Mr. Kamin reported sole voting power and sole dispositive power of 781,956
shares of common stock. |
|
(8) |
The
reported address of Mr. Singer is 9600 North 96th Street, Unit 241, Scottsdale, AZ 85258 |
|
(9) |
Includes
355,165 shares of common stock held by Mr. Singer. This information is based solely on a Schedule 13G/A filed with the SEC on February
10, 2023 by Mr. Singer. Mr. Singer reported sole voting power and sole dispositive power of 355,165 shares of common stock. |
|
(10) |
Currently
serves as our President and Chief Executive Officer and as a member of the Board. |
|
(11) |
Currently
serves as our Chief Financial Officer. |
|
(12) |
Currently
serves as a member of the Board. |
|
(13) |
Currently
serves as Chairman of the Board. |
|
(14) |
Includes
10,855 shares owned by Mr. Burnell’s spouse. Mr. Burnell disclaims beneficial ownership of these shares. |
|
(15) |
Includes
1,666 shares issuable pursuant to stock options exercisable within 60 days of September 20, 2023. |
|
(16) |
Includes
9,333 shares issuable pursuant to stock options exercisable within 60 days of September 20, 2023. |
|
(17) |
Includes
91,000 shares issuable pursuant to stock options exercisable within 60 days of September 20, 2023. |
|
(18) |
Includes
32,920 shares issuable pursuant to stock options exercisable within 60 days of September 20, 2023. |
|
(19) |
Includes
28,000 shares issuable pursuant to stock options exercisable within 60 days of September 20, 2023. |
|
(20) |
Includes
33,820 shares issuable pursuant to stock options exercisable within 60 days of September 20, 2023. |
|
(21) |
Ampersand’s
ownership would be 38.4%, assuming the conversion of all 47,000 outstanding shares of Series B Preferred Stock into an aggregate
of 7,833,332 shares of common stock. |
|
(22) |
1315
Capital’s ownership would be 26.0% assuming the conversion of all 47,000 outstanding shares of Series B Preferred Stock into
an aggregate of 7,833,332 shares of common stock. |
The
table below sets forth certain information with respect to all of our equity compensation plans as of December 31, 2022, and does not
reflect grants, awards, exercises, terminations or expirations since that date.
Equity
Compensation Plan Information
Year
Ended December 31, 2022
Plan Category | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | |
Weighted-average exercise price of outstanding options, warrants and rights (b) | | |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |
Equity compensation plan approved by security holders (2019 Equity Compensation Plan and Restated 2004 Stock Award and Incentive Plan) | |
| 527,844 | | |
$ | 6.46 | | |
| 1,672,746 | |
| |
| | | |
| | | |
| | |
Equity compensation plan not approved by security holders | |
| - | | |
| - | | |
| - | |
Total | |
| 527,844 | | |
$ | 6.46 | | |
| 1,672,746 | |
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We
are required to disclose transactions since January 1, 2022, to which we have been a party, in which the amount involved in the transaction
exceeds $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our
capital stock or an affiliate or immediate family member thereof had or will have a direct or indirect material interest, other than
employment, compensation, termination and change in control arrangements with our named executive officers.
On
August 31, 2022, the Company and its subsidiary, Interpace Pharma Solutions, Inc. (“IPS”), entered into an Asset Purchase
Agreement (the “Purchase Agreement”) with Flagship Biosciences, Inc. (“Flagship”) pursuant to which
Flagship agreed to (i) acquire substantially all of the assets of IPS used in IPS’s business and (ii) assume and pay certain liabilities
related to the purchased assets as set forth in the Purchase Agreement (collectively, the “Asset Sale”). The Asset
Sale closed on August 31, 2022. An affiliate of Ampersand Management LLC and an affiliate of BroadOak
Capital Partners have each provided equity financing to Flagship, collectively own a majority of Flagship’s outstanding equity
securities and are represented on its Board of Directors. The affiliate of Ampersand Management LLC also owns 28,000 shares of the Company’s
Series B Preferred Stock, convertible into 4,666,666 shares of the Company’s common stock pursuant to that certain Securities Purchase
and Exchange Agreement dated January 10, 2020. The affiliate of Ampersand Management LLC has designated two directors to the Company’s
Board of Directors, Robert Gorman and Vijay Aggarwal. In addition, an affiliate of BroadOak Capital Partners provided the Company a term
loan in the aggregate principal amount of $8,000,000 pursuant to that certain Loan and Security Agreement dated October 29, 2021 and
a Convertible Note which converted into a term loan advance in the aggregate amount of $2,000,000. The total purchase price for the Asset
Sale was determined following a sales process conducted by the Company and its advisors and an arms length negotiation between Flagship
and the Company. The purchase price was based on a market consistent multiple of anticipated revenue for a non-profitable, cash-negative
business. The Asset Sale was approved by a majority of the disinterested directors of the Company.
OTHER
MATTERS
We
know of no other matters to be acted upon at the Annual Meeting. If any other matters properly come before the meeting, it is the intention
of the persons named in the attached form of proxy to vote the shares they represent as the Board may recommend.
ADDITIONAL
INFORMATION
Householding
The
SEC’s rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual
reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report addressed
to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience
for stockholders and cost savings for companies. The Company, as well as some brokers (or other nominees) household the Company’s
proxy materials and annual reports, delivering a single proxy statement and annual report to multiple stockholders sharing an address
unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker (or other
nominee) or from us that they or we will be householding materials to your address, householding will continue until you are notified
otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive
a separate proxy statement and annual report, or if you are receiving multiple copies of the proxy statement and wish for only one copy
to be delivered to your household in the future, please notify (i) your broker (or other nominee) if your shares are held in a brokerage
or similar account or (ii) the Company if you hold registered shares in your own name. If you would like to receive a separate copy of
this year’s Proxy Statement or Annual Report, please contact us by writing to Interpace Biosciences, Inc., 2001 Route 46 Waterview
Plaza, Suite 310, Parsippany, New Jersey 07054, or calling 1-412-224-6100.
Stockholder
Proposals for the 2024 Annual Meeting
Any
proposal that a stockholder desires to have included in our proxy materials relating to our annual meeting of stockholders in 2024 must
be received by us at our principal office at Interpace Biosciences, Inc., 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, New Jersey
07054 no later than May 25, 2024, and must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act for inclusion
in our proxy materials for that meeting. In the event that the 2024 annual meeting of stockholders is called for a date that is not within
30 days before or after the first anniversary of the date of this year’s annual meeting (November 14, 2024), the proposal must
be received no later than a reasonable time before the Company begins to print and mail its proxy materials.
The
Bylaws provide that advance written notice of stockholder-proposed business intended to be brought before an annual meeting of stockholders
must be given to the Secretary of the Company not less than 90 days (August 16, 2024) nor more than 120 days (July 17, 2024) prior to
the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more
than 30 days before or more than 60 days after such anniversary date (November 14, 2024), notice by any stockholder of business intended
to be brought must be received not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day
on which public disclosure of the date of such annual meeting was first made (such advance written notice within such time periods is
defined as “Timely Notice”).
A
stockholder’s written notice must set forth, as to each proposed matter: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business at the annual meeting and, if such business includes a
proposal to amend our Bylaws, the language of the proposed amendment; (ii) the name and address, as they appear on our books, of the
stockholder proposing such business; (iii) the number of shares of our common stock which are beneficially owned by such stockholder;
(iv) a representation that the stockholder is a holder of record of shares of the Company’s common stock entitled to vote at such
annual meeting and intends to appear in person or by proxy at the annual meeting to propose such business; and (v) any Disclosable Interests
(as defined in the Company’s Bylaws) of the stockholder in such proposal.
The
Bylaws also provide that a stockholder may request that persons be nominated for election as directors by providing Timely Notice and
providing the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required
to be set forth in the Bylaws.
Important
Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on November 14, 2023.
This
Proxy Statement and our Annual Report are also available on the Internet at:
www.proxyvote.com
Incorporation
by Reference
To
the extent that this Proxy Statement is incorporated by reference into any other filing under the Securities Act of 1933, as amended,
or the Exchange Act, then the section of this Proxy Statement entitled “Audit Committee Report” will not be deemed
incorporated unless specifically provided otherwise in such filing. The content contained in, or that can be accessed through, our website
is not incorporated into this Proxy Statement.
Availability
of Annual Report on Form 10-K
We
will provide without charge to each person being solicited by this Proxy Statement, on the written request of any such person, a copy
of our Annual Report, including the financial statements and financial statement schedules included therein. All such requests should
be directed to Interpace Biosciences, Inc., 2001 Route 46 Waterview Plaza, Suite 310, Parsippany, New Jersey 07054.
|
By
order of the Board of Directors, |
|
|
|
/s/
Robert Gorman |
|
Robert
Gorman |
|
Chairman |
September
22, 2023
Grafico Azioni Interpace Biosciences (QX) (USOTC:IDXG)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Interpace Biosciences (QX) (USOTC:IDXG)
Storico
Da Giu 2023 a Giu 2024