The board, the Special Committee and the buyout bids

analysisWojcicki, a co-founder and director of 23andMe, Inc. from 2006 and its chief executive from 2010, joined the holding company's board when the merger closed and became its chair effective June 16, 2021; in July 2024 she was chair and chief executive and a non-independent director. The board also appointed Valerie Montgomery Rice a Class II director and compensation committee chair from June 16, 2021. Evan Lovell served as a Class III director until his death in June 2023; the board had nine members until then and eight in July 2024: Roelof Botha, Patrick Chung, Sandra Hernández, Neal Mohan, Valerie Montgomery Rice, Richard Scheller, Peter Taylor and Wojcicki. Taylor, independent since 2021 and audit committee chair, and Wojcicki were nominated for re-election to 2027, and KPMG LLP for ratification as auditor. ^{1 2 3}

analysisThe fiscal-2024 named executive officers were Wojcicki, Joseph Selsavage (chief financial and accounting officer, permanent from May 2024), William Richards (Head of Therapeutics Discovery, an executive officer from August 8, 2023 to August 23, 2024), Kathy Hibbs (former Chief Administrative Officer) and Kenneth Hillan (former Chief Therapeutics Officer); the ten directors and executive officers together held 59.44% of the vote on July 1, 2024. Wojcicki's base salary was raised from $64,480 to $66,560 on January 1, 2024 to meet California minimum salary rules, and her fiscal-2024 compensation was $7,363,723, almost all of it stock options; Selsavage received $2,133,227, Richards $1,461,868 and Hibbs $2,119,783. ^{1 2}

analysisThe 2024 proxy reported two related-party arrangements: Glaxo Group Limited was treated as a 5% holder because of an exclusive drug-discovery collaboration with a GSK affiliate from July 2018 to July 2023, amended in October 2023 into a non-exclusive licence to de-identified aggregate data, and 23andMe, Inc. paid director Richard Scheller $120,000 in fiscal 2024 under a consulting agreement in force from April 1, 2019 to March 31, 2024. In January 2024 the company also entered into a five-year research services agreement with the Troper Wojcicki Foundation, of which Anne Wojcicki's sister Susan Wojcicki was then a director and officer, to build lung-cancer research cohorts, with $5.4 million of fees under the first statement of work; revenue under it was $0.7 million in fiscal 2025, with $1.4 million deferred at March 31, 2025. ^{1 2}

analysisIn March 2024 the board formed a Special Committee of independent directors to review strategic transactions, including any proposal from Wojcicki, because she and her affiliates, with about 49% of the vote, could have interests different from other stockholders'; it hired Wells Fargo Securities and Dechert. In April 2024 Wojcicki disclosed that she was considering a take-private proposal, conditioned on approval by the committee and by a majority of unaffiliated shareholders, and that she wished to keep control and would not support an alternative. On July 29, 2024 she proposed $0.40 a share without committed financing ($8.00 after the October 2024 1-for-20 reverse split); on August 2 the committee rejected it as offering no premium, lacking financing and being conditional, and asked her to drop her opposition to third-party offers. ^{1 2}

analysisOn September 17, 2024 all seven independent directors, who made up the audit, compensation and special committees, resigned with immediate effect. Their letter said they differed with Wojcicki on the company's strategic direction, that given that difference and her concentrated voting power resigning was in the stockholders' best interest, and that they had not received an actionable proposal from her and did not expect one. According to a bankruptcy-data summary, Wojcicki told employees she was surprised and disappointed. She was now the sole director; having said in early September that she was open to third-party proposals, she amended her 13D in late September to say she remained committed to acquiring the company and would not consider them, and Wells Fargo ended its engagement in October. ^{3 4 5 1}

analysisOn October 28, 2024 the board grew from one to four with three independent directors: Jim Frankola (Class I) and Andre Fernandez and Mark Jensen (Class II). All three joined the audit and compensation committees, Fernandez chairing audit and Jensen compensation as Lead Independent Director; on November 2, 2024 they became the new Special Committee, which engaged Moelis & Company and Goodwin Procter. Each was paid $1 million in cash for service to the 2025 annual meeting, $800,000 at once and $20,000 a month. ^{6 1 3 4 5}

analysisOn January 28, 2025 the committee announced that it was exploring strategic alternatives. The company approached 103 potential counterparties, held 90 introductory calls and signed about 42 confidentiality agreements, and at the committee's request Wojcicki again said she would consider third-party proposals. On February 20 she and New Mountain Capital jointly proposed $2.53 a share, the only indication of interest that offered to acquire all the equity out of court; New Mountain withdrew, and on March 2 she proposed $0.41 a share plus $30 million of unsecured financing, which the committee rejected. Her offer of March 6 of $0.41 plus contingent value rights worth up to $2.53 in total, with interim financing at 7% and, from March 10, a $20 million operating commitment, was presented as best and final and was also rejected. ^{1 2 3}

analysisOn March 7, 2025 the board extended the committee's authority to all restructuring matters; on March 16 the committee had counsel review governance, transactions and operations for possible claims against insiders; and on March 21 it approved the Chapter 11 filing and the sale-procedures motion, having concluded that no indication of interest, Wojcicki's included, was actionable out of court or in the company's best interest. The same day Wojcicki resigned, by mutual agreement, as chief executive and president from 5:00 p.m. Eastern Time on March 23 and stepped down as chair, remaining a Class III director, and resigned her posts at 23andMe, Inc., Lemonaid Health and the pharmacy holding companies. ^{1 2 4}

analysisThe board made Mark Jensen chairman, Selsavage interim chief executive and president, and Matthew Kvarda of Alvarez & Marsal, the financial adviser since January 2025, chief restructuring officer; it appointed Thomas B. Walper an independent Class III director and committee member for $35,000 a month. On March 23 the committee gave Walper sole authority to investigate possible claims against insiders; with Goodwin and Paul, Weiss until mid-May he reviewed documents and interviewed management, directors and Wojcicki, and at the committee's insistence TTAM dropped from its bid the purchase of the estate's claims, including those against Wojcicki and former directors and officers. The committee also approved guidelines on communications between Wojcicki and management. In July 2025 the board's five directors were Frankola, Fernandez, Jensen, Walper and Wojcicki, who sat on no committee. ^{4 1 2 5}