DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

Personalis, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☑	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11

Table of Contents

PERSONALIS, INC.

6600 Dumbarton Circle

Fremont, California 94555

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 12, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Personalis, Inc., a Delaware corporation (the “Company”). The meeting will be held on Tuesday, May 12, 2026 at 9:00 a.m. Pacific Time virtually via live webcast at www.virtualshareholdermeeting.com/PSNL2026, for the following purposes:

To elect the Board of Directors’ two nominees for Class I director named in the accompanying proxy statement to hold office until the Company’s 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal.

To ratify the selection by the Audit Committee of the Board of Directors of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

To conduct any other business properly brought before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is March 17, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

     By Order of the Board of Directors,

    

     /s/ Karin Eastham

    

     Karin Eastham

    

     Chair of the Board of Directors

    

Fremont, California

April 2, 2026

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy that may be mailed to you, or vote over the telephone or via the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
PROPOSAL 1 ELECTION OF DIRECTORS	6
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS	8
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	15
PROPOSAL 3 APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
EXECUTIVE OFFICERS	19
EXECUTIVE COMPENSATION	20
EQUITY COMPENSATION PLANS AT DECEMBER 31, 2025	33
DIRECTOR COMPENSATION	34
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION	35
HOUSEHOLDING OF PROXY MATERIALS	37
OTHER MATTERS	37

Table of Contents

PERSONALIS, INC.

6600 Dumbarton Circle

Fremont, California 94555

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

MAY 12, 2026

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”), because the Board of Directors (sometimes referred to as the “Board”) of Personalis, Inc., sometimes referred to as the “Company” or “Personalis,” is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 2, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 12, 2026. You will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address, please go to www.ProxyVote.com or call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. Please have your proxy card in hand when you access the website or call and follow the instructions provided.

How do I attend the Annual Meeting?

The meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/PSNL2026 on Tuesday, May 12, 2026 at 9:00 a.m. Pacific Time. Information on how to vote online at the Annual Meeting is discussed below.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting on May 12, 2026.

To be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/PSNL2026 and enter the 16-digit Control Number. If you are a stockholder of record, your 16-digit Control Number can be found next to the label “Control Number” on your proxy card or voting instruction form, or in the email sending you the Proxy Statement. If your shares were, as of March 17, 2026, held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” (a “Beneficial Owner”) and the Notice is being forwarded to you by that organization. If your voting instructions form or Notice indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, as a Beneficial Owner, you are welcome to attend the Annual Meeting but you may not vote your shares unless you obtain a valid “legal proxy” from your bank, broker or other agent. Please contact your bank, broker or other agent (suggested at least five days before the Annual Meeting) to obtain a valid “legal proxy.”

If you have difficulty accessing the meeting, please call the number listed on the stockholder login page where technicians will be available to help you.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on March 17, 2026 will be entitled to vote at the Annual Meeting. On this record date, there were 104,677,900 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on March 17, 2026 your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting, vote by proxy through the internet or by telephone, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy through the internet or by telephone as instructed below, or by completing a proxy card that you may request or that we may elect to deliver at a later time.

Table of Contents

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on March 17, 2026 your shares were held, not in your name, but rather by you as a Beneficial Owner, the Notice is being forwarded to you by the bank, broker or other agent that holds your shares in their account. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a Beneficial Owner, you have the right to direct your bank, broker or other agent regarding how to vote the shares in your account or to obtain a “legal proxy” in order to be able to participate in or vote at the Annual Meeting. However, if your voting instructions form or Notice indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, as a Beneficial Owner, you are welcome to attend the Annual Meeting but, since you are not the stockholder of record, you may not vote your shares unless you obtain a valid “legal proxy” from your bank, broker or other agent. Please contact your bank, broker or other agent (preferably at least five days before the Annual Meeting) to obtain a valid “legal proxy.”

For the Annual Meeting, how do we ask questions of management and the Board of Directors?

We plan to have a Q&A session at the Annual Meeting and will include as many appropriate stockholder questions as the allotted time permits. Stockholders may submit questions that are relevant to our business in advance of the Annual Meeting as well as live during the Annual Meeting. If you are a stockholder, you may submit a question in advance of the meeting at www.ProxyVote.com after logging in with your Control Number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/PSNL2026. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

If I miss the Annual Meeting, will there be a copy posted online?

Yes, a replay of the Annual Meeting webcast will be made available approximately 24 hours after the meeting and remain available for at least one year. The replay can be accessed by visiting www.virtualshareholdermeeting.com/PSNL2026.

Will a list of record stockholders as of the record date be available?

For the ten days ending the day prior to the Annual Meeting, a list of stockholders of record as of the close of business on the record date will be available for examination by any stockholder of record for a legally valid purpose at our corporate headquarters during regular business hours. To make arrangements to examine the list of record holders, stockholders should send an email to investors@personalis.com.

What am I voting on?

There are three matters scheduled for a vote:

•

Proposal 1 – To elect our Board of Directors’ two nominees for Class I director named herein to hold office until our 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal.

•

Proposal 2 – To ratify the selection by the Audit Committee of the Board of Directors (the “Audit Committee”) of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

•

Proposal 3 – To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

What if another matter is properly brought before the meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1, you may either vote “For” both of the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For Proposal 2 and Proposal 3, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online during the webcast of the Annual Meeting, vote by proxy through the internet or by telephone, or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.

Table of Contents

•

To vote at the Annual Meeting you must be present via live webcast. To vote through the internet during the meeting, go to www.virtualshareholdermeeting.com/PSNL2026. Follow the instructions and have the control number from the Notice.

•

To vote using the proxy card that may be mailed to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

•

To vote through the internet before the meeting, go to www.ProxyVote.com.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 p.m., Eastern Time on May 11, 2026 to be counted.

•

To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on May 11, 2026 to be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a Beneficial Owner, you should have received a Notice containing voting instructions from that organization rather than from Personalis. You must follow these instructions for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the internet, including by providing you with a 16-digit control number via email or on your Notice or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the internet as instructed by your broker, bank or other stockholder of record. If you did not receive a 16-digit control number via email or on your Notice of Availability or voting instruction form, and you wish to vote prior to or at the Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain your 16-digit control number. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain their 16-digit control number either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so. See question above “Who can vote at the Annual Meeting?” for further instructions on voting your shares as a Beneficial Owner.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 17, 2026.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing a proxy card, by telephone, through the internet, or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of both of the nominees for director, “For” Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm, and “For” Proposal 3 – Approval, on a Non-Binding, Advisory Basis, the Compensation of the Company’s Named Executive Officers. If any other matter is properly presented at the meeting, your proxyholder will vote your shares using their best judgment.

If I am a Beneficial Owner and I do not provide my broker or bank with voting instructions, what happens?

If you are a Beneficial Owner of shares and your voting instruction form or Notice does not indicate that you may vote those shares and you do not obtain a valid legal proxy or instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Under the rules of the New York Stock Exchange (“NYSE”), brokers, banks and other securities intermediaries that are subject to NYSE rules may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. All brokers registered as members with the NYSE are subject to NYSE Rules and, accordingly, the NYSE Rules apply to the voting of all shares held in a brokerage account, including shares of a company like ours listed on The Nasdaq Global Market (“Nasdaq”). In this regard, the election of directors (Proposal 1) and approval, on a non-binding, advisory basis of the compensation of our named executive officers (Proposal 3) are considered to be “non-routine” under NYSE rules, meaning that your broker may not vote your shares on these proposals in the absence of your voting instructions. However, the ratification of the selection of our independent registered public accounting firm (Proposal 2) is considered to be a “routine” matter under NYSE rules, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2. We encourage you to provide voting instructions to your bank, broker or other agent. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your bank, broker or other agent about how to submit your proxy to them at the time you receive this proxy statement.

Table of Contents

If you are a Beneficial Owner of shares, in order to ensure your shares are voted in the way you would prefer, unless your voting instruction form or Notice indicates that you may vote those shares, you must obtain a valid “legal proxy” or provide voting instructions to your bank, broker or other agent by the deadline provided in the materials you receive from your bank, broker or other agent.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies online, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to Beneficial Owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may submit another properly completed proxy card with a later date.

•

You may grant a subsequent proxy by telephone or through the internet.

•

You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at 6600 Dumbarton Circle, Fremont, California 94555.

•

You may attend the live webcast of the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for Proposal 1, votes “For,” “Withhold” and broker non-votes; with respect to Proposal 2, votes “For” and “Against,” and abstentions; and with respect to Proposal 3, votes “For” and “Against,” abstentions and broker non-votes. Proposal 2 is considered a “routine” proposal under applicable stock exchange rules, and therefore there cannot be any broker non-votes on Proposal 2.

Abstentions will be counted towards the vote total for Proposals 2 and 3 and will have the same effect as “Against” votes. Broker non-votes will be counted for purposes of determining the presence of a quorum and will have no effect on any proposal.

What are “broker non-votes”?

As discussed above, when a Beneficial Owner of shares does not receive a voting instruction form or Notice that indicates that you may vote those shares, obtain a valid “legal proxy” or give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.” Proposal 1 and Proposal 3 are considered to be “non-routine” and we therefore expect broker non-votes to exist in connection with these proposals.

As a reminder, if you are a Beneficial Owner of shares, in order to ensure your shares are voted in the way you would prefer, unless your voting instruction form or Notice indicates that you may vote these shares, you must provide voting instructions to your broker, bank, or other agent by the deadline provided in the materials you receive from your broker, bank or other agent, or obtain a valid “legal proxy” to vote at the meeting.

Table of Contents

How does the Board recommend that I vote and how many votes are needed to approve each proposal?


Proposal Number	Proposal Description	Board Recommendation	Vote Required for Approval	Effect of Withhold and Abstentions	Effect of Non-Broker Votes
1	Election of Class I Directors.	FOR all nominees	Nominees receiving the most “For” votes.	Under plurality voting, there are no abstentions. Withheld votes will have no effect.	None.
2	Ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR	“For” votes from the holders of a majority of shares present online or represented by proxy and entitled to vote on the matter.	Against.	Not applicable.*
3	Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.	FOR	“For” votes from the holders of a majority of shares present online or represented by proxy and entitled to vote on the matter.	Against.	None.

* This proposal is considered to be “routine” and therefore there cannot be any broker non-votes for this proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority of the voting power of the outstanding shares entitled to vote are present at the Annual Meeting online or represented by proxy. On the record date, there were 104,677,900 shares outstanding and entitled to vote. Thus, the holders of 52,338,950 shares must be present online or represented by proxy at the Annual Meeting to have a quorum.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chair of the Annual Meeting or the holders of a majority of shares present at the meeting online or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in our proxy materials for our 2027 Annual Meeting of Stockholders, your proposal must be submitted in writing by December 3, 2026 to our Corporate Secretary at 6600 Dumbarton Circle, Fremont, California 94555, and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, if the 2027 Annual Meeting of Stockholders is advanced by more than 30 days prior to or delayed by more than 30 days after May 12, 2027, then the deadline will be a reasonable time prior to the time we begin to print and send our proxy materials.

Pursuant to our Amended and Restated Bylaws (“Bylaws”), if you wish to submit a proposal (including a director nomination) at the 2027 Annual Meeting of Stockholders that is not intended to be included in our proxy materials, you must do so no earlier than January 12, 2027 and not later than February 11, 2027, provided, however, that if next year’s annual meeting is advanced by more than 30 days prior to or delayed by more than 30 days after May 12, 2027, your proposal must be submitted not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of such meeting is first made.

You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Table of Contents

PROPOSAL 1

ELECTION OF DIRECTORS

Our amended and restated certificate of incorporation provides for a classified board of directors (“Board of Directors”) consisting of three classes of directors. Currently, Class I and Class III each consist of two directors, and Class II consists of three directors. The Board of Directors believes the current,classified structure supports continuity of oversight and long-term strategic execution. The Board of Directors periodically reviews the Company’s governance structure, including director election provisions and other stockholder rights provisions, taking into account the Company’s stage of development, long-term strategy, evolving governance practices and stockholder feedback. Each class serves for a three-year term. Vacancies on our Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

Our Board of Directors currently is composed of seven directors. There are two directors whose term of office expires in 2026, each of which have been nominated for re-election as directors at the Annual Meeting.

Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors (the “Nominating and Corporate Governance Committee”), our Board of Directors has nominated the two incumbent directors listed in the table below for election as directors at the Annual Meeting, both of whom have previously been elected by our stockholders. If the nominees listed below are elected, they will each hold office until the annual meeting of stockholders in 2029 and until each of their successors has been duly elected and qualified or, if sooner, until the director’s death, resignation or removal. Each of the nominees are currently serving on our Board of Directors and have consented to being named in this proxy statement and to serve if elected. It is our policy to encourage directors and nominees for director to attend the Annual Meeting. All but one of our then-serving directors attended the Annual Meeting of our stockholders held in 2025.

The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee to believe that each director should serve on the Board of Directors. There are no family relationships among any of our executive officers or directors.


Nominees	Age(1)	Term Expires	Position(s) Held	Director Since
Olivia K. Bloom	57	2026	Director	2022
Woodrow A. Myers, Jr., M.D.	72	2026	Director	2021

(1)

As of March 17, 2026.

Olivia K. Bloom. Ms. Bloom has served on our Board of Directors since March 2022. From December 2012 to September 2023, Ms. Bloom served as Chief Financial Officer of Geron Corporation, a publicly traded commercial-stage biopharmaceutical company. From 1996 to December 2012, Ms. Bloom held several financial management positions at Geron Corporation, including Chief Accounting Officer and Controller, as well as led several operational functions, including purchasing, information technology and investor relations. Ms. Bloom retired as Executive Vice President, Chief Financial Officer and Treasurer of Geron Corporation in September 2023. Ms. Bloom began her career in public accounting at KPMG International Limited and became a Certified Public Accountant in 1994. Ms. Bloom holds a B.S. in Business Administration from the University of California, Berkeley. Ms. Bloom was selected to serve on our Board of Directors because of her expertise in finance, accounting, and corporate governance and her experience as a senior female executive working for and with publicly traded life science companies.

Woodrow A. Myers, Jr. M.D. Dr. Myers has served on our Board of Directors since March 2021. Dr. Myers serves as an Advisor to Lightspeed Venture Partners Inc. and to eHealth Inc. From May 2007 to December 2018, Dr. Myers served on the board of directors of Express Scripts Inc., a publicly traded health care company. From January 2018 to February 2019, Dr. Myers served as Chief Medical Officer and Chief Healthcare Strategist for Blue Cross Blue Shield of Arizona. He has also served as the Chief Medical Officer of Wellpoint Health Networks and Director of Healthcare Management for the Ford Motor Company. In the public sector he has served as the Health Commissioner of New York City and the State of Indiana. Since December 2015, Dr. Myers has served as Managing Director of Myers Ventures LLC, a healthcare consulting company. Dr. Myers holds a B.S. in Biology from Stanford University, an M.B.A. from Stanford Graduate School of Business, and an M.D. from Harvard Medical School. Dr. Myers was selected to serve on our Board of Directors because of his extensive experience in the healthcare industry, including in government and health policy roles.

The Board of Directors Recommends

a Vote “For” Each of the Nominees Named Above.

Information About Our Continuing Directors

Set forth below are the names, ages, and length of service of the remaining members of our Board of Directors whose terms continue beyond the Annual Meeting.

Table of Contents


Continuing Directors	Age(1)	Term Expires	Position(s) Held	Director Since
A. Blaine Bowman	79	2028	Director	2019
Karin Eastham	76	2028	Director, Chair of the Board	2019
Christopher Hall	57	2028	Chief Executive Officer and Director	2023
Lonnie Shoff	67	2027	Director	2022
Kenneth J. Widder, M.D	73	2027	Director	2023

(1)

As of March 17, 2026.

The principal occupation, business experience, and education of each continuing director are set forth below.

A. Blaine Bowman. Mr. Bowman has served on our Board of Directors since May 2019. Beginning in 2006, Mr. Bowman served on the board of directors of Solexa, Inc., a DNA sequencing company, until its sale to Illumina, Inc., a publicly traded biotechnology company and leader in DNA sequencing in January 2007, after which Mr. Bowman continued to serve on the board of directors of Illumina, Inc. until May 2018. From March 1977 to August 2005, Mr. Bowman served in various roles at Dionex Corporation, a publicly traded manufacturer of analytical instruments, including Chairman of the board of directors, President, and Chief Executive Officer, and he served on the board of directors until its sale to Thermo Fisher Scientific Inc. in May 2011. From July 2012 to December 2015, Mr. Bowman served on the board of directors of Altera Corporation, a publicly traded programmable logic devices company. Mr. Bowman holds a B.S. in Physics from Brigham Young University and an M.B.A. from the Stanford Graduate School of Business. Mr. Bowman was selected to serve on our Board of Directors because of his experience in executive roles and his experience serving on the boards of directors of various instrumentation and biotechnology companies.

Karin Eastham. Ms. Eastham has served on our Board of Directors since September 2019. Ms. Eastham has served on the board of Veracyte, Inc., a publicly traded genomic diagnostics company, since December 2012. Ms. Eastham previously served as a member of the board of directors of Nektar Therapeutics, Inc., a publicly traded biopharmaceutical company, from September 2018 to June 2023; Geron Corporation, a publicly traded clinical stage biopharmaceutical company, from March 2009 to May 2023; and Illumina, Inc., a publicly traded biotechnology company and leader in DNA sequencing, from August 2004 to May 2019. From May 2004 to September 2008, Ms. Eastham served as Executive Vice President and Chief Operating Officer, and as a member of the Board of Trustees, of the Burnham Institute for Medical Research, a non-profit corporation engaged in biomedical research. Ms. Eastham holds a B.S. in Accounting and an M.B.A. from Indiana University and is a Certified Public Accountant (inactive). Ms. Eastham was selected to serve on our Board of Directors because of her expertise in financial and operations management and experience serving on the boards of publicly-traded life science companies.

Christopher Hall. Mr. Hall has served as our Chief Executive Officer since March 2023 and before that served as our Senior Vice President and Head, Diagnostics Business upon joining our company in October 2022. Mr. Hall served as our President from March 2023 to March 2026. Mr. Hall has also served as a member of the Board of Directors since March 2023. From October 2020 to July 2022, Mr. Hall served as Chief Executive Officer of Naring Health, Inc., a medical research services company. From February 2010 to July 2019, Mr. Hall served as President, Chief Operating Officer, and Chief Commercial Officer at Veracyte, Inc., a publicly traded global diagnostics company. Mr. Hall holds a B.A. in Political Science and Economics from DePauw University and an M.B.A. from Harvard Business School. Mr. Hall was selected to serve on our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and his operating and management experience in the healthcare industry, particularly related to building out a clinical diagnostic business.

Lonnie Shoff. Ms. Shoff has served on our Board of Directors since August 2022. Ms. Shoff served as President of Antech and Sound Diagnostics, a business unit of Mars Petcare, from April 2020 to December 2022. From September 2016 to April 2020, Ms. Shoff served as President of the Clinical Diagnostics Division at Thermo Fisher Scientific Inc. From September 2009 to May 2016, Ms. Shoff held various positions at Henry Schein, a publicly traded health care product distributor, including Chief Executive Officer of the Global Animal Health and Strategic Partnership Group and President of the Global Healthcare Specialty Group. Ms. Shoff also held positions of increasing responsibility including the Senior Vice President & General Manager of Molecular Diagnostic and Applied Science at Roche, a Swiss multinational healthcare company, from August 1988 to September 2009. Ms. Shoff holds a B.S. in Biology from Purdue University. Ms. Shoff was selected to serve on our Board of Directors because of her experience in operating and managing healthcare companies and her experience in executive roles in the life sciences industry.

Kenneth J. Widder, M.D. Dr. Widder has served on our Board of Directors since June 2023. Dr. Widder currently serves on the board of QuidelOrtho Corporation and has over 40 years of experience working with biomedical companies, having previously served as a founder, director and/or chief executive officer of Evoke Pharma, Inc., Sydnexis, Inc., OrphoMed, Inc., Sytera, Inc., NovaCardia, Inc., Santarus, Inc., and Molecular Biosystems Inc., and as a general partner at LVP Life Science Ventures (formerly Latterell Venture Partners) and Windamere Venture Partners. He holds an M.D. from Northwestern University and trained in pathology at Duke University. Dr. Widder was selected to serve on our Board of Directors because of his extensive industry and board experience with diagnostic and emerging healthcare companies.

Table of Contents

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS

Overview

We are committed to exercising good corporate governance practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our processes, policies, and procedures in light of such developments. Key information regarding our corporate governance initiatives can be found on the Investors section of our website, www.personalis.com, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters for our Audit, Compensation, and Nominating and Corporate Governance Committees, each as may be amended and/or restated to date. We believe that our corporate governance policies and practices, including the substantial percentage of independent directors on our Board of Directors and the appointment of an independent Chair of the Board of Directors, empower our independent directors to effectively oversee our management—including the performance of our Chief Executive Officer—and provide an effective and appropriately balanced board governance structure.

Board Composition and Experience

We believe in order to provide effective decision making and oversight of the Company, our Board of Directors’ experience, skill sets, perspectives, personal characteristics and backgrounds is integral. As set forth in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee and our Board of Directors consider these factors and such other factors as they deem appropriate given the current needs of our Board of Directors and the Company in identifying director nominees. Our Nominating and Corporate Governance Committee and our Board of Directors believe that considering these factors is consistent with the goal of creating a board that best serves the needs of the Company and the interests of our stockholders and is composed of individuals with the experience, perspectives and backgrounds that align with the Company’s strategy.

Independence of the Board of Directors

As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. Our Board of Directors has undertaken a review of its composition, the composition of its committees, and the independence of each director, including consultation with our outside counsel to ensure our Board of Directors determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that none of our directors, other than Mr. Hall, has relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is otherwise “independent” as that term is defined under applicable Nasdaq listing standards. Mr. Hall is not considered independent because he currently serves as our Chief Executive Officer. In addition, our Board of Directors has determined that each member of the Audit Committee, Compensation Committee of our Board of Directors (the “Compensation Committee”), and Nominating and Corporate Governance Committee meets the applicable Nasdaq and SEC rules and regulations regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company. In making these independence determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Board of Directors Leadership Structure

The positions of Chair of the Board of Directors and Chief Executive Officer are currently separated. Ms. Eastham serves as our Chair of our Board of Directors and Mr. Hall serves as our Chief Executive Officer. We believe separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing our Chair to lead our Board of Directors in its fundamental role of providing advice to and oversight of other members of management and facilitate communications with our stockholders. Our Board of Directors recognizes the time, effort, and energy that the Chief Executive Officer must devote to his position in the current business environment, particularly as our Board of Directors’ oversight responsibilities continue to grow.

Although our Bylaws and Corporate Governance Guidelines do not require that we separate the Chair and Chief Executive Officer positions, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time. Our Board of Directors recognizes that, depending on the circumstances, other leadership models, such as combining the role of Chair with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board of Directors may periodically review its leadership structure. Our Board of Directors believes its administration of its risk oversight function has not affected its leadership structure.

Our Corporate Governance Guidelines provide that in the event that the Chair is not an independent director, our Board of Directors may designate one of the independent directors to serve as the Lead Independent Director. Specific roles and responsibilities of the Lead Independent Director, which are detailed in our Corporate Governance Guidelines, include:

•

presiding at all meetings of the Board of Directors at which the Chair is not present, including executive sessions of the independent directors;

Table of Contents

•

acting as liaison between the independent directors and the Chief Executive Officer and Chair;

•

presiding over meetings of the independent directors;

•

consulting with the Chair in planning and setting schedules and agendas for meetings of the Board of Directors to be held during the year; and

•

performing such other functions as the Board of Directors may delegate.

As discussed above, except for our Chief Executive Officer, our Board of Directors is comprised of independent directors. The active involvement of these independent directors provides balance on the Board of Directors and promotes strong, independent oversight of our management and affairs.

Role of the Board of Directors in Risk Oversight

Our Board of Directors believes that risk management is an important part of establishing, updating, and executing on our business strategy. Our Board of Directors, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of the Company. Our Board of Directors focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage, and mitigate those risks. Our Board of Directors and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, cybersecurity, legal, and regulatory risks. While our Board of Directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.

The Audit Committee is responsible for overseeing our financial reporting process on behalf of our Board of Directors and reviewing with management and our auditors, as appropriate, our major financial risk exposures as well as our cybersecurity risk management processes, and the steps taken by management to monitor and control these exposures. The Compensation Committee is responsible for overseeing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on the Company. The Nominating and Corporate Governance Committee oversees the management of risks associated with our overall compliance and corporate governance practices and the independence and composition of our Board of Directors. These committees provide regular reports to the full Board of Directors.

Expectations of Board Members

Director Orientation and Continuing Education

Directors are expected to stay abreast of our strategic plans, key policies and practices, and industry trends. Our Chief Legal Officer and Chief Financial Officer are responsible for assuring the orientation of new directors, and for periodically providing materials or briefing sessions for all directors on subjects that would assist them in exercising their duties. The Board of Directors has approved a policy that provides for reimbursement of continuing education expenses for each director. In addition, the Company provides opportunities for directors to visit Company facilities in order to provide greater understanding of the Company’s business and operations.

Service on Other Boards

The Board of Directors recognizes that a director’s ability to fulfill his or her responsibilities as a member of the Board of Directors can be impaired if he or she serves on a large number of other boards or board committees. To that end, our Corporate Governance Guidelines provide that, unless approved by the Board of Directors, non-employee directors should generally serve on no more than three other public company boards and non-employee directors who are executive officers of other public companies should generally serve on no more than one other public company board. In selecting nominees for election (or for re-election, in the case of incumbent directors whose terms of office are set to expire), the Board of Directors takes into account the other demands on the time of a candidate.

Director Evaluation and Board, Committee, and Individual Director Self-Assessments

In order to help ensure that the current and future business needs of the Company are being served, the Nominating and Corporate Governance Committee facilitates annual Board and committee self-assessments, including director assessments of the performance of the Board of Directors as a whole, and director assessments of the performance of each committee on which he or she serves, and facilitates discussion among directors regarding the assessment results and any potential changes to the Company’s governance process indicated by the assessments.

Meetings of the Board of Directors

The Board of Directors met 12 times during 2025. Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of 2025 for which he or she was a director or committee member.

Table of Contents

Information Regarding Committees of the Board of Directors

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for 2025 for each of these committees of the Board of Directors:


Name	Audit	Compensation	Nominating and Corporate Governance
Olivia K. Bloom

SEC Form DEF 14A filed by Personalis Inc.