Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On July 20, 2022, the Board of Directors of Codex DNA, Inc. (the "Company")
approved the expansion of the Board from six to seven members and appointed
Annette Tumolo to serve as a Class III director, effective immediately, with a
term expiring at the 2024 annual meeting of stockholders or until her successor
has been duly elected and qualified. The Board has affirmatively determined that
Ms. Tumolo is an independent director pursuant to the listing standards of The
NASDAQ Stock Market. Ms. Tumolo's compensation for service as a non-employee
director will be consistent with that of the Company's other non-employee
directors, subject to proration to reflect the commencement date of her service
on the Board.
Ms. Tumolo, 67, recently retired from her position as Executive Vice President
and President, Life Science Group, of Bio-Rad Laboratories, Inc. effective
January 4, 2022. At Bio-Rad Laboratories, Ms. Tumolo was appointed Executive
Vice President, President, Life Science Group in September 2017. Previously she
was Executive Vice President and General Manager of the Digital Biology Group
from 2015 to 2017, Senior Vice President of the Digital Biology Center from 2014
to 2015, and Vice President, Director of the Digital Biology Center from 2012 to
2014. Prior to that she held various positions within Bio-Rad Laboratories since
joining it in 1989, including Vice President and Division Manager of the Gene
Expression Division, and Business Unit Manager of the Molecular Biology Business
Unit. Ms. Tumolo received a M.S. from the Department of Botany and Plant
Pathology at Michigan State University and a B.S. in Biological Sciences from
Rutgers University.
There are no arrangements or understandings between Ms. Tumolo and any other
person pursuant to which Ms. Tumolo was appointed as a director of the Company.
Ms. Tumolo has no family relationships with any of the Company's directors or
executive officers, and, other than as described above, Ms. Tumolo does not have
any direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
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