DEF 14A of Quantum-Si Inc, Apr 1, 2024

DEF 14A of Quantum-Si Inc

Filed Apr 1, 2024 · FY20230001140361-24-016945

Open on EDGAR

  1. Board of Directors and Management

    Board of Directors and Management Our bylaws provide that our business is to be managed by or under the direction of our board of directors. Our board of directors currently consists of nine members and each of our directors is elected annually. On March 20, 2024, our board of directors accepted the recommendation of the nominating and corporate governance committee and voted to nominate Jonathan M. Rothberg, Ph.D., Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Kevin Rakin and Scott Mendel, each currently one of our directors, for election at the 2024 annual meeting of stockholders, to serve until the 2025 annual meeting of stockholders, and until their respective successors have been elected and qualified or subject to their earlier death, resignation or removal. The following table sets forth certain information concerning our executive officers and directors as of March 21, 2024:

  2. Board of Directors and Management

    | Name | Age | Position | | Jeffrey Hawkins | 46 | President, Chief Executive Officer and Director | | Jeffry Keyes | 51 | Chief Financial Officer and Treasurer | | Grace Johnston, Ph.D. | 41 | Chief Commercial Officer | | Christian LaPointe, Ph.D. | 53 | General Counsel and Corporate Secretary | | Jonathan M. Rothberg, Ph.D. | 60 | Chairman of the Board | | Paula Dowdy | 58 | Director | | Ruth Fattori | 71 | Director | | Amir Jafri | 57 | Director | | Jack Kenny | 55 | Director | | Brigid A. Makes | 68 | Director | | Scott Mendel | 57 | Director | | Kevin Rakin | 63 | Director |

  3. Board of Directors and Management

    Jeffrey Hawkins has served as our Chief Executive Officer and on our board of directors since October 2022. Mr. Hawkins previously served as President and Chief Executive Officer of Truvian Sciences, Inc. from January 2018 through July 2022 and then as a technical advisor from August 2022 through September 2022. As Chief Executive Officer of Truvian Sciences, he led the evolution of the company’s benchtop blood testing system from a product concept through technology feasibility and into late-stage development. Mr. Hawkins also previously served as Vice President and General Manager, Reproductive and Genetic Health at Illumina, Inc. from October 2015 until January 2018, where he oversaw the rapid global growth of next generation sequencing into new and emerging markets. Prior to that, Mr. Hawkins held several senior leadership roles at GenMark Diagnostics, Inc. from December 2009 until October 2015, most recently as Senior Vice President, Global Marketing and Program Management. Mr. Hawkins also previously served as Vice President of Business Development of Osmetech Technology, Inc., a wholly-owned subsidiary of Osmetech plc, and as Vice President of Marketing. Mr. Hawkins also served as Executive Director of Laboratory Marketing for Hologic, Inc., a developer, manufacturer and supplier of medical imaging systems and diagnostic and surgical products. Prior to that, Mr. Hawkins served as Executive Director of Marketing of Third Wave Technologies Inc., a provider of DNA and RNA analysis products to clinical, research and agricultural customers. Prior to Third Wave, Mr. Hawkins held various positions of increasing responsibility in the areas of Marketing, Product Development and Operations for Sysmex America, Inc. and Abbott Laboratories. Mr. Hawkins holds a B.A. in chemistry with honors from Concordia University and an M.B.A. from Keller Graduate School of Management. Mr. Hawkins’ qualifications to serve on our board of directors include his significant leadership experience and his background in life sciences, including in the genetic health industry. Jeffry Keyes has served as our Chief Financial Officer and Treasurer since May 2023. Mr. Keyes previously served as the Chief Financial Officer of Spinal Elements, Inc., a private equity backed medical device company, from April 2022 to May 2023. Mr. Keyes previously served as the Chief Financial Officer of Custopharm, Inc., a private equity backed developer of generic sterile injectable pharmaceuticals, from April 2018 to August 2022. From September 2012 to April 2018, Mr. Keyes was the Chief Financial Officer and Corporate Secretary of Digirad Corporation, a publicly traded healthcare services and medical device company. From August 2011 until September 2012, Mr. Keyes was Corporate Controller of Sapphire Energy, Inc., a venture capital backed start-up renewable energy company. From April 2011 to August 2011, Mr. Keyes was the Corporate Controller of Advanced BioHealing, Inc., a venture backed provider of regenerative medicine solutions, until its sale to Shire, PLC in August 2011. Prior to April 2011, Mr. Keyes held a variety of leadership roles in life science companies in finance, accounting, and mergers and acquisitions support, and he started his career in public accounting. Mr. Keyes has also served on the board of directors of CNS Pharmaceuticals, Inc., a publicly traded clinical stage biotech company, since June 2018. Mr. Keyes earned a B.A. degree in accounting from Western Washington University and is a certified public accountant. Grace Johnston, Ph.D. has served as our Chief Commercial Officer since December 2022. She previously served as Chief Commercial Officer at Fortis Life Sciences from September 2020 until December 2022, where she was accountable for organic revenue contribution, annual growth targets, commercial go-to-market strategy, sales and marketing, as well as overall customer experience. Prior to that, Dr. Johnston served in various roles of increasing responsibility at Sartorius AG from March 2016 until September 2020, most recently as Senior Vice President of Lab Product & Services – Marketing and Strategy, and previously as Vice President of Marketing for Essen Bioscience (acquired by Sartorius). Prior to that, Dr. Johnston served in various roles of increasing responsibility at Merck KGaA-Millipore from 2009 to 2016, most recently as Head of Global Market Services & Strategy – Bioscience, and previously as Segment Market Manager and Product Manager Cell Analysis + Cell Culture Systems. Dr. Johnston received her Ph.D. in molecular neuroscience and B.A.s in biology and psychology from the University of Rochester, and participated in the Executive Leadership Program at Harvard Business School. Christian LaPointe, Ph.D. has served as our General Counsel and Corporate Secretary since the Closing of the Business Combination in June 2021, and had served as General Counsel of Legacy Quantum-Si since November 2020. Prior to joining us, Dr. LaPointe served as General Counsel at ArcherDX, Inc., a genomics company, from January 2015 to August 2019, and as Deputy General Counsel at ArcherDX, Inc. from August 2019 to October 2020. Dr. LaPointe also served as General Counsel to Celsee, Inc., a single-cell analysis solutions provider, from August 2019 to June 2020. Previously, Dr. LaPointe was General Counsel at Thrive Bioscience, Inc., a cell culture instruments and software company, from August 2014 to July 2019, General Counsel of Enzymatics, Inc. from March 2013 to January 2015, General Counsel of Axios Biosciences, LLC, an oncology drug discovery company, from December 2012 to December 2014, and a litigation attorney at the law firm Sherin and Lodgen LLP from April 2012 to March 2013. Dr. LaPointe received his B.S. in biochemistry from the University of New Hampshire, his Ph.D. in biochemistry from Dartmouth College and his J.D. from Suffolk University Law School. Jonathan M. Rothberg, Ph.D. is the founder of Legacy Quantum-Si and has served as Chairman of our board of directors since the Closing of the Business Combination in June 2021. Dr. Rothberg also served as our Interim Chief Executive Officer from February 2022 to October 2022. Dr. Rothberg had served as the Executive Chairman of Legacy Quantum-Si since December 2015. He previously served as Legacy Quantum-Si’s Chief Executive Officer from December 2015 to November 2020. Dr. Rothberg is a scientist and entrepreneur who was awarded the National Medal of Technology and Innovation, the nation’s highest honor for technological achievement, by President Obama for inventing and commercializing high-speed DNA sequencing. Dr. Rothberg is the founder of the 4Catalyzer (“4C”) medical technology incubator and the founder and Chairman of its companies: Quantum-Si, Butterfly Network, Inc., AI Therapeutics, Inc. (formerly LAM Therapeutics, Inc.), Hyperfine, Inc., identifeye Health Inc. (formerly Tesseract Health, Inc.), Liminal Sciences, Inc. (formerly EpilepsyCo Inc.), Detect, Inc. (formerly Homodeus Inc.) and Protein Evolution, Inc.

  4. Board of Directors and Management

    These companies focus on using inflection points in medicine, such as deep learning, next-generation sequencing, and the silicon supply chain, to address global healthcare challenges. Additionally, Dr. Rothberg serves as an Adjunct Professor of Research of Genetics at Yale School of Medicine. Dr. Rothberg previously founded and served as Chairman, Chief Executive Officer, and Chief Technology Officer of Ion Torrent Systems, Inc. from 2007 to 2010, and founded and served as Chairman and Chief Executive Officer of RainDance Technologies, Inc. from 2004 to 2009. From 1999 to 2007, Dr. Rothberg co-founded and served as Chairman of ClarifI, Inc., and from 1999 to 2006, he founded and served as Chairman, Chief Executive Officer and Chief Technology Officer of 454 Life Sciences Corporation. With 454 Life Sciences, Dr. Rothberg brought to market the first new way to sequence genomes since Sanger and Gilbert won the Nobel Prize for their method in 1980. With 454’s technology, Dr. Rothberg sequenced the first individual human genome, and with Svante Paabo he initiated the first large-scale effort to sequence ancient DNA (The Neanderthal Genome Project). Prior to 454 Life Sciences, Dr. Rothberg founded and served as Chairman and Chief Executive Officer of CuraGen Corporation from 1993 to 2004. His contributions to the field of genome sequencing include the first non-bacterial cloning method (cloning by limited dilution) and the first massively parallel DNA sequencing method (parallel sequencing by synthesis on a single substrate), concepts that have formed the basis for all subsequent next generation sequencing technologies. Dr. Rothberg is an Ernst and Young Entrepreneur of the Year, is the recipient of The Wall Street Journal’s First Gold Medal for Innovation, SXSW Best in Show, Nature Methods First Method of the Year Award, the Connecticut Medal of Technology, the DGKL Biochemical Analysis Prize, and an Honorary Doctorate of Science from Mount Sinai. Dr. Rothberg is a member of the National Academy of Engineering, a member of the Connecticut Academy of Science and Engineering, a trustee of Carnegie Mellon University and an Adjunct Professor of Genetics at Yale University. Dr. Rothberg previously serviced as Interim Chief Executive Officer of Butterfly Network, Inc. and currently serves as a member of the board of directors of Butterfly Network, Inc. and as a member of the board of directors of Hyperfine, Inc. Dr. Rothberg received his Ph.D., M. Phil. and M.S. in biology from Yale University and his B.S. in chemical engineering from Carnegie Mellon University. Dr. Rothberg’s qualifications to serve on our board of directors include his significant scientific, executive and board leadership experience in the technology industry, as well as his knowledge of our business as Legacy Quantum-Si’s founder. Paula Dowdy has served on our board of directors since March 2024. Ms. Dowdy has over 35 years of global commercial and operational experience. In additional to her role on our board of directors, Ms. Dowdy is an independent director of SPT Labtech, a world leading lab automation tools company, a position she has held since March 2023. Paula also served on the board as an independent director at AVEVA Group plc, a global publicly traded software company, from March 2019 to March 2023. Ms. Dowdy previously held the position of Senior Vice President and General Manager for Europe, Middle East and Africa at Illumina, Inc., from August 2016 to January 2023. Ms. Dowdy also spent over 20 years at Cisco Systems, Inc., and held various positions in products, services, and software in the United States, and globally, with her last role as Senior Vice President. Ms. Dowdy is a graduate of the University of California, Berkeley, where she earned her B.A. and she received an M.B.A. from Pepperdine University. Ms. Dowdy’s qualifications to serve on our board of directors include her extensive experience in leadership roles at other biotechnology and technology companies. Ruth Fattori has served on our board of directors since the Closing of the Business Combination in June 2021 and had served on the Legacy Quantum-Si board of directors since March 2021. Since January 2019, Ms. Fattori serves as the Managing Director of Pecksland Partners, a consulting firm dedicated to advising boards of directors, CEOs and senior executives on human resources issues. Since January 2019, she has also served as a Senior Advisor at the Boston Consulting Group supporting their CEO Advisory program and People & Organization Practice. From February 2013 through December 2018, Ms. Fattori served in various roles at PepsiCo, Inc., most recently as Executive Vice President and Chief Human Resources Officer. From 2010 to February 2013, she served as Managing Partner of Pecksland Partners, and from 2008 to 2009 she was Executive Vice President and Chief Administrative Officer for MetLife, Inc. Earlier, she was the Executive Vice President and Chief Human Resources Officer at Motorola, Inc. Ms. Fattori has served as a member of the board of directors of Hyperfine, Inc. since August 2021. Ms. Fattori received her B.S. in mechanical engineering from Cornell University. Ms. Fattori’s qualifications to serve on our board of directors include her extensive executive and human resources management experience. Amir Jafri has served on our board of directors since September 2023. Mr. Jafri is the founder of Immunicom, Inc., a privately held clinical-stage biotechnology company, and has served as its President and Chief Executive Officer since its inception in 2013. Additionally, Mr. Jafri served as Chief Operating Officer at West Health Institute from February 2010 to January 2011. Prior to West Health, Mr. Jafri was VP/CTO, VP R&D and VP Operations at Cardinal Health (NYSE: CAH) from 2003 to 2010. From 2001 to 2003, he served as VP/General Manager of the healthcare technology practice of the Comsys division of ManpowerGroup (NYSE: MAN), a workplace solutions company. Prior to that, Mr. Jafri founded various healthcare startups that were subsequently acquired. Mr. Jafri has also served as a director of Avive Solutions, Inc., a medical device company, since June 2017. Mr. Jafri received his B.Sc. from Houston Christian University with a double major in chemistry and biology and a minor in History. Mr. Jafri’s qualifications to serve on our board of directors include his operational experience as a founder, executive and director in the healthcare and medical device industries. John Patrick (“Jack”) Kenny has served on our board of directors since May 2023. Mr. Kenny has over 30 years of operational and commercial leadership experience. Mr. Kenny served as Meridian Bioscience Inc.’s (“Meridian”) Chief Executive Officer and on its board of directors from October 2017 to June 2023. Prior to his role at Meridian, Mr. Kenny served as Senior Vice President and General Manager, North America, of Siemens Healthcare from October 2014 to May 2017. From 2012 to 2014, Mr. Kenny served as Vice President and General Manager, U.S. Region, for Becton Dickinson, Diagnostic Systems. Prior to 2012, he held executive roles at Danaher Corporation and Quest Diagnostics. Mr. Kenny has served on the board of directors of Biomerica, Inc. since August 2023. Mr. Kenny received his B.S. degree in management systems from Kettering University. Mr. Kenny’s qualifications to serve on our board of directors include his operational experience as the Chief Executive Officer of a publicly traded company, along with his executive leadership in the healthcare and medical device industries.

  5. Board of Directors and Management

    Brigid A. Makes has served on our board of directors since the Closing of the Business Combination in June 2021. Since February 2022, Ms. Makes has served as Chief Financial Officer of Vivani Medical Inc. Ms. Makes has served as an independent consultant for medical device and healthcare companies since July 2017, specifically advising on financial, funding and strategic responsibilities. From September 2011 to July 2017, Ms. Makes served as Senior Vice President and Chief Financial Officer of Miramar Labs, Inc., a biotechnology company focused on aesthetics and dermatology. From 2006 to 2011, Ms. Makes served as Senior Vice President and Chief Financial Officer of AGA Medical Corporation, a medical device company developing interventional devices for the minimally invasive treatment of structural heart defects and peripheral vascular disorders. Prior to joining AGA, Ms. Makes held various positions at Nektar Therapeutics Inc. from 1999 to 2006, including serving as Chief Financial Officer. Prior to 1999, Ms. Makes also served as Chief Financial Officer at Oravax Inc. and Haemonetics Corporation. Since September 2020, Ms. Makes has served as a member of the board of directors of Elutia Inc. (formerly Aziyo Biologics), a publicly traded regenerative medicine company, where Ms. Makes serves on the audit committee, compensation committee, and nominating and corporate governance committee. From December 2019 to June 2023, Ms. Makes was a member of the board of directors of Mind Medicine (MindMed) Inc., a publicly traded neuro-pharmaceutical company, where Ms. Makes served on the audit committee, and the compensation, nominating and governance committee. Ms. Makes holds an M.B.A. from Bentley University and a Bachelor of Commerce degree in finance & international business from McGill University. Ms. Makes’ qualifications to serve on our board of directors include her extensive executive leadership experience in the healthcare and life sciences industries, her significant corporate finance experience, and her experience serving on the board of directors of other publicly traded companies. Scott Mendel has served on our board of directors since May 2023. Mr. Mendel has over 30 years of financial and operational leadership experience. Mr. Mendel has served as a member of the board of directors of Visby Medical, Inc. since January 2022 and as a member of the board of directors of Akoya Biosciences, Inc. since June 2021. Mr. Mendel previously served in roles of increasing responsibility at GenMark Diagnostics, Inc., a syndromic molecular diagnostics company focused on infectious disease (acquired by Roche in April 2021), including as Chief Executive Officer from February 2020 to September 2021, as Chief Operating Officer from February 2019 to February 2020, and as Chief Financial Officer from May 2014 to February 2019. Prior to that, Mr. Mendel served as the Chief Financial Officer of The Active Network, Inc., a global software as a service (SaaS) company that provides technology to organizers of events and activities, from March 2010 through its acquisition by the private-equity firm Vista Equity Partners in December 2013. Prior to joining The Active Network, Mr. Mendel held finance positions at General Electric, a diversified technology, media and financial services company, for over 20 years, including as Chief Financial Officer from March 2003 to March 2010 for General Electric’s Healthcare IT division, a leading provider of medical technologies and services. Mr. Mendel earned a B.S. in finance from Indiana University and an M.B.A. from Northwestern University’s Kellogg School of Management. Mr. Mendel’s qualifications to serve on our board of directors include his significant experience in the diagnostics industry, extensive financial knowledge, and his experience serving in leadership roles at other publicly traded companies. Kevin Rakin has served on our board of directors since June 2020. Mr. Rakin was HighCape’s Chief Executive Officer from June 2020 to June 2021. Since October 2013, Mr. Rakin has been a co-founder and partner of HighCape, and he brings more than 30 years of experience as an executive and investor in the life sciences industry. Most recently, he served as the President of Shire Regenerative Medicine, Inc. (“SRM”) from June 2011 to November 2012. Prior to joining SRM, Mr. Rakin was the Chairman and Chief Executive Officer of Advanced BioHealing, Inc., a venture backed provider of regenerative medicine solutions, until its sale to Shire, PLC in August 2011. Before that, he served as an Executive-In-Residence at Canaan Partners, a venture capital firm. Until its merger with Clinical Data, Inc. in 2005, Mr. Rakin was the co-founder, President and Chief Executive Officer of Genaissance Pharmaceuticals, Inc., a pharmacogenomics company. He is currently on the boards of directors of Elutia, Inc. (formerly Aziyo Biologics, Inc.) (Chairman), Wellinks, Inc., Cybrexa, Inc., Nyxoah S.A., Alphina Therapeutics, LLC, and Modifi Biosciences, Inc. Mr. Rakin previously served on the board of directors of Oramed Pharmaceuticals, Inc., Histogenics Corp., and Tela Bio. Mr. Rakin received his M.B.A. from Columbia University and B.Com. (Hons) from the University of Cape Town, South Africa. Mr. Rakin’s qualifications to serve on our board of directors include his extensive experience in the life sciences industry, as both an executive and an investor and his network of contacts in the industry. There are no family relationships between or among any of our directors or executive officers. There are no legal proceedings to which any of our directors or executive officers is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

  6. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  7. Summary Compensation Table

    Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our NEOs for the years ended December 31, 2023 and 2022.

  8. Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jeffrey Hawkins President and Chief Executive Officer(2) | 2023 | $575,000 | $75,000(3) | $— | $402,500 | $— | $1,052,500 | | | 2022 | $131,771 | $75,000(3) | $7,488,365 | $— | $— | $7,695,136 | | Jeffry Keyes Chief Financial Officer and Treasurer(4) | 2023 | $292,386 | $— | $976,038 | $116,245 | $— | $1,384,669 | | Grace Johnston, Ph.D. Chief Commercial Officer(5) | 2023 | $420,000 | $— | $510,001 | $156,450 | $150,000(6) | $1,236,451 | | | 2022 | $12,737 | $— | $— | $— | $— | $12,737 | | Patrick Schneider, Ph.D. Former President and Chief Operating Officer(7) | 2023 | $316,667 | $— | $750,957(8) | $— | $356,250(9) | $1,423,874 | | | 2022 | $306,771 | $400,000 | $2,997,070 | $177,500 | $7,241 | $3,888,582 |

  9. Summary Compensation Table

    | (1) The amount represents the aggregate grant date fair value for option awards computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  10. Summary Compensation Table

    | (2) Mr. Hawkins joined the Company in October 2022 and his salary compensation for 2022 is prorated to reflect his time served as our President and Chief Executive Officer during that year. |

  11. Summary Compensation Table

    | (3) In connection with Mr. Hawkins’ Offer Letter of Employment, Mr. Hawkins received a one-time sign-on bonus of $150,000, of which $75,000 was paid on the first payroll date after his start date and the second half was paid six months after his start date. |

  12. Summary Compensation Table

    | (4) Mr. Keyes joined the Company in May 2023 and his salary compensation for 2023 is prorated to reflect his time served as our Chief Financial Officer and Treasurer during that year. |

  13. Summary Compensation Table

    | (5) Dr. Johnston joined the Company in December 2022 and her salary compensation for 2022 is prorated to reflect her time served as our Chief Commercial Officer during that year. |

  14. Summary Compensation Table

    | (6) In connection with Dr. Johnston’s Offer Letter of Employment, Dr. Johnston received a one-time relocation payment of $150,000 when she relocated from Massachusetts to California in 2023. |

  15. Summary Compensation Table

    | (7) Dr. Schneider joined the Company in May 2022 and his salary compensation for 2022 is prorated to reflect his time served as our President and Chief Operating Officer during that year. Dr. Schneider’s employment ended effective as of August 28, 2023. |

  16. Summary Compensation Table

    | (8) Consists of (i) the grant date fair value of Dr. Schneider’s 2023 option award and (ii) the incremental fair value as of the modification date of the options that were accelerated pursuant to Dr. Schneiders’ Separation Agreement. |

  17. Summary Compensation Table

    | (9) In connection with Dr. Schneiders’ Separation Agreement, Dr. Schneider received a severance payment in an amount equal to nine months base salary and was entitled to the employer portion of Dr. Schneider’s COBRA health insurance for the period ending December 31, 2023. |

  18. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows information regarding outstanding equity awards held by the NEOs as of December 31, 2023. Dr. Schneider’s employment ended effective as of August 28, 2023 and his outstanding options expired prior to December 31, 2023.

  19. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised Unearned options | Option Exercise Price | Options Expiration Date | | Jeffrey Hawkins | 11/9/2022 | 834,000 | 3,336,000(1) | — | $2.40 | 11/9/2032 | | | 11/9/2022 | — | — | 1,390,000(2) | $2.40 | 11/9/2032 | | | 11/9/2022 | — | — | 1,390,000(3) | $2.40 | 11/9/2032 | | Jeffry Keyes | 5/15/2023 | — | 1,000,000(4) | — | $1.42 | 5/15/2033 | | | 5/15/2023 | — | — | 500,000(5) | $1.42 | 5/15/2033 | | | 5/15/2023 | — | — | 500,000(6) | $1.42 | 5/15/2033 | | Grace Johnston, Ph.D. | 1/17/2023 | 87,500 | 262,500(7) | — | $2.37 | 1/17/2033 |

  20. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Represents an option to purchase our Class A common stock granted on November 9, 2022. The shares underlying this option vest, subject to continued service, 20% on December 31, 2023 and then equal monthly installments beginning on January 31, 2024. |

  21. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Represents an option to purchase our Class A common stock granted on November 9, 2022. On March 15, 2024, the vesting of the award was amended such that the award shall vest, subject to continued service, such that (i) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $6.00 (as adjusted) for 20 out of 30 consecutive trading days and (ii) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $8.00 (as adjusted) for 20 out of 30 consecutive trading days. |

  22. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents an option to purchase our Class A common stock granted on November 9, 2022. On March 15, 2024, the vesting of the award was amended such that the award shall vest, subject to continued service, such that (i) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $10.00 (as adjusted) for 20 out of 30 consecutive trading days and (ii) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $12.00 (as adjusted) for 20 out of 30 consecutive trading days. |

  23. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Represents an option to purchase our Class A common stock granted on May 15, 2023. The shares underlying this option vest, subject to continued service, 25% on May 15, 2024 and then equal monthly installments beginning on January 31, 2024. |

  24. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Represents an option to purchase our Class A common stock granted on May 15, 2023. On March 15, 2024, the vesting of the award was amended such that the award shall vest, subject to continued service, such that (i) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $6.00 (as adjusted) for 20 out of 30 consecutive trading days and (ii) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $8.00 (as adjusted) for 20 out of 30 consecutive trading days. |

  25. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Represents an option to purchase our Class A common stock granted on May 15, 2023. On March 15, 2024, the vesting of the award was amended such that the award shall vest, subject to continued service, such that (i) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $10.00 (as adjusted) for 20 out of 30 consecutive trading days and (ii) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $12.00 (as adjusted) for 20 out of 30 consecutive trading days. |

  26. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Represents an option to purchase our Class A common stock granted on May 9, 2022. The shares underlying this option vest, subject to continued service, 20% on December 31, 2023 and then equal monthly installments beginning on January 31, 2024. |

  27. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  28. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plan.

  29. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control

  30. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our board of directors.

  31. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jonathan M. Rothberg, Ph.D. | $113,142 | — | $355,020(3) | — | $468,162 | | Ruth Fattori | $75,000 | — | $99,999 | — | $174,999 | | Amir Jafri | $13,723 | $200,000 | — | — | $213,723 | | Jack Kenny | $39,904 | $199,999 | — | — | $239,903 | | Brigid A. Makes | $74,780 | — | $99,999 | — | $174,779 | | Scott Mendel | $38,242 | $199,999 | — | — | $238,241 | | Michael Mina, M.D., Ph.D.(4) | $54,000 | — | $99,999 | $4,000(5) | $157,999 | | Kevin Rakin | $55,000 | — | $99,999 | — | $154,999 | | Paula Dowdy(6) | — | — | — | — | — | | Vikram Bajaj, Ph.D.(7) | — | — | — | — | — | | Marijn Dekkers, Ph.D.(8) | $24,478 | — | — | — | $24,478 |

  32. Director Compensation

    | (1) Amounts represent fees earned during 2023 under our Non-Employee Director Compensation Policy. |

  33. Director Compensation

    | (2) Amount represents the aggregate grant date fair value for options and RSUs, computed in accordance with FASB ASC Topic 718. Each non-employee director serving as a director at the time was granted 120,481 stock options on May 12, 2023. Mr. Kenny was granted 114,285 RSUs on May 22, 2023 upon his appointment as a director. Mr. Jafri was granted 115,942 RSUs on September 25, 2023 upon his appointment as a director. A discussion of the assumptions used in determining grant date fair value may be found in Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The shares underlying the stock options vest on May 9, 2024, subject to the director’s continued service through the applicable vesting date. See also footnote 5. |

  34. Director Compensation

    | (3) Pursuant to the Advisory Agreement (as defined below), as compensation for the services provided thereunder, in March 2023, we granted to Dr. Rothberg an option to purchase 250,000 shares of our Class A common stock pursuant to the 2021 Plan. A discussion of the terms of the Advisory Agreement can be found below under “Certain Relationships and Related Transactions, and Director Independence — Advisory Agreement with Jonathan M. Rothberg, Ph.D.” |

  35. Director Compensation

    | (4) Dr. Mina retired from our board of directors in February 2024. |

  36. Director Compensation

    | (5) On February 24, 2022, we and Michael Mina, M.D., Ph.D. entered into a scientific advisory board agreement. Under the terms of the scientific advisory board agreement, Dr. Mina received $4,000 for service to us during the year ended December 31, 2023. |

  37. Director Compensation

    | (6) Ms. Dowdy joined our board of directors in March 2024. |

  38. Director Compensation

    | (7) Dr. Bajaj retired from our board of directors in May 2023. |

  39. Director Compensation

    | (8) Dr. Dekkers retired from our board of directors in May 2023. |

  40. Director Compensation

    The following table shows the aggregate number of shares subject to options and RSUs held by each of our non-employee directors as of December 31, 2023.

  41. Director Compensation

    | Name | Number of Stock Options Held at Fiscal Year-End | Number of Restricted Stock Units Held at Fiscal Year-End | | Jonathan M. Rothberg, Ph.D. | 430,361 | 6,838 | | Ruth Fattori | 19,393 | 180,361 | | Amir Jafri | — | 115,942 | | Jack Kenny | — | 114,285 | | Brigid A. Makes | 6,838 | 180,361 | | Scott Mendel | — | 141,843 | | Michael Mina, M.D., Ph.D. | 6,838 | 188,361 | | Kevin Rakin | 6,838 | 180,361 | | Paula Dowdy | — | — | | Vikram Bajaj, Ph.D. | — | — | | Marijn Dekkers, Ph.D. | — | — |

  42. Director Compensation

    Non-Employee Director Compensation Policy We have a non-employee director compensation policy, which was adopted in June 2021 and amended in November 2022 and February 2024. Pursuant to the policy, the annual retainer for non-employee directors is $50,000. Annual retainers for the Chairman of the board of directors and committee membership are as follows:

  43. Director Compensation

    | Position | Retainer | | Chairman of the board of directors | $50,000 | | Audit committee chairperson | $20,000 | | Audit committee member | $10,000 | | Compensation committee chairperson | $15,000 | | Compensation committee member | $7,500 | | Nominating and corporate governance committee chairperson | $10,000 | | Nominating and corporate governance committee member | $5,000 |

  44. Director Compensation

    These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time. In addition, we grant to new non-employee directors upon their initial election to our board of directors (including any non-employee director whose election to our board of directors was approved at the special meeting of stockholders held on June 9, 2021) a number of RSUs having an aggregate fair market value equal to $285,000, determined by dividing (A) $285,000 by (B) the closing price of our Class A common stock on Nasdaq on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the director’s continued service as a director on the applicable vesting dates. Further, in connection with each of our annual meetings of stockholders, each non-employee director automatically receives an option to purchase shares of our Class A common stock having an aggregate grant date fair value of $145,000, valued based on a Black-Scholes valuation method (rounded down to the nearest whole share), each year beginning in 2024 on the first business day after our annual meeting of stockholders. Each of these options has a term of 10 years from the date of the award and vests at the end of the period beginning on the date of each regular annual meeting of stockholders and ending on the date of the next regular annual meeting of stockholders, subject to the director’s continued service through the applicable vesting date.

  45. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  46. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for John Stark(1) ($) | Summary Compensation Table Total for Jonathan Rothberg(1) ($) | Summary Compensation Table Total for Jeffrey Hawkins(1) ($) | Compensation Actually Paid to John Stark(1)(2)(3) ($) | Compensation Actually Paid to Jonathan Rothberg(1)(2)(3) ($) | Compensation Actually Paid to Jeffrey Hawkins(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on: TSR ($) | Net Income ($ Millions) | | 2023 | — | — | 1,052,500 | — | — | 1,917,506 | 1,348,331 | 986,477 | 20.62 | (96.0) | | 2022 | 816,001 | 501,673 | 7,695,136 | (10,089,326) | (8,701,847) | 6,119,261 | 2,784,781 | 1,421,149 | 18.77 | (132.4) | | 2021 | 16,540,942 | — | — | 14,980,020 | — | — | 1,981,868 | 2,236,434 | 80.72 | (95.0) |

  47. PAY VERSUS PERFORMANCE

    | 1. | Jeffrey Hawkins was our PEO for 2023. John Stark, Jonathan M. Rothberg, Ph.D., and Jeffrey Hawkins were our PEOs for 2022. John Stark was our PEO for 2021. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. |

  48. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | | Claudia Drayton | Patrick Schneider, Ph.D. | Jeffry R. Keyes | | Michael McKenna, Ph.D. | Michael McKenna, Ph.D. | Grace Johnston, Ph.D. | | Matthew Dyer, Ph.D. | | Patrick Schneider, Ph.D. | | Christian LaPointe, Ph.D. | | |

  49. PAY VERSUS PERFORMANCE

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. |

  50. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. We revised the average Compensation Actually Paid for our non-PEO NEOs in 2021 in accordance with new SEC guidance. In last year's Pay Versus Performance disclosure, we measured the change in fair value of the outstanding equity awards in 2021 from the date of the closing of our Business Combination. In this year’s disclosure, we measured the change in fair value from the end of the preceding fiscal year (i.e., fiscal year-end 2020). |

  51. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Jeffrey Hawkins ($) | Exclusion of Stock Awards and Option Awards for Jeffrey Hawkins ($) | Inclusion of Equity Values for Jeffrey Hawkins ($) | Compensation Actually Paid to Jeffrey Hawkins ($) | | 2023 | 1,052,500 | — | 865,006 | 1,917,506 |

  52. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,348,331 | (745,665) | 383,811 | 986,477 | | 2021 | 1,981,868 | (1,364,499) | 1,619,065 | 2,236,434 |

  53. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  54. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jeffrey Hawkins ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jeffrey Hawkins ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jeffrey Hawkins ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jeffrey Hawkins ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jeffrey Hawkins ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Jeffrey Hawkins ($) | Total - Inclusion of Equity Values for Jeffrey Hawkins ($) | | 2023 | — | 723,970 | — | 141,036 | — | — | 865,006 |

  55. PAY VERSUS PERFORMANCE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non- PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 749,830 | — | 42,904 | 5,252 | (414,175) | — | 383,811 | | 2021 | 1,218,871 | 255,924 | 12,136 | 132,134 | — | — | 1,619,065 |

  56. PAY VERSUS PERFORMANCE

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. TSR has been indexed to June 10, 2021, the date of the closing of our Business Combination. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

  57. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS On March 20, 2024, our board of directors nominated Jonathan M. Rothberg, Ph.D., Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Kevin Rakin, and Scott Mendel for election at the annual meeting. If they are elected, they will serve on our board of directors until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified or subject to their earlier death, resignation or removal. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Jonathan M. Rothberg, Ph.D., Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Kevin Rakin, and Scott Mendel as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. Each nominee for director who receives the affirmative vote of a majority of the votes cast will be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF JONATHAN M. ROTHBERG, PH.D., JEFFREY HAWKINS, PAULA DOWDY, RUTH FATTORI, AMIR JAFRI, JACK KENNY, BRIGID A. MAKES, KEVIN RAKIN, AND SCOTT MENDEL AS DIRECTORS, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.