DEF 14A of Standard Biotools Inc.
Filed Apr 30, 2025 · FY20240001140361-25-016515
Election of Class III Directors
Election of Class III Directors The Class III Directors elected to the Board will be elected by a plurality of the voting power present at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, meaning that the nominees for director that receive the most votes will be elected. You may vote either “FOR” both of the nominees, “WITHHOLD” your vote from both of the nominees or “WITHHOLD” your vote from any one of the nominees. Votes that are withheld and broker non-votes will not be included in the vote tally for the election of the directors and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s).
Role and Composition of the Board
Role and Composition of the Board As identified in our corporate governance principles, the role of our Board is to oversee the performance of our CEO and other senior management. Our Board is responsible for hiring, overseeing, and evaluating management, while management is responsible for running our day-to-day operations. Our Board currently has seven members and is divided into three staggered classes of directors. The Board is nominating two nominees for election as Class III Directors. The following table sets forth the names, ages as of April 15, 2025, and certain other information for each of our current directors:
Role and Composition of the Board
| Name | Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Michael Egholm, Ph.D. | I | 62 | President, Chief Executive Officer, and Director | 2022 | 2026 | — | | Thomas Carey(3) | I | 63 | Chairperson | 2024 | 2026 | — | | Eli Casdin(1)(3) | I | 52 | Director | 2022 | 2026 | — | | Troy Cox(1)(2) | II | 60 | Director | 2024 | 2027 | — | | Fenel M. Eloi(2) | II | 67 | Director | 2023 | 2027 | — | | Kathy Hibbs(2)(3) | III | 61 | Director | 2024 | 2025 | 2028 | | Frank Witney, Ph.D.(1)(2) | III | 71 | Director | 2022 | 2025 | 2028 |
Role and Composition of the Board
| (1) Member of our Human Capital Committee. |
Role and Composition of the Board
| (2) Member of our Audit Committee. |
Role and Composition of the Board
| (3) Member of our Nominating and Corporate Governance Committee. |
Role and Composition of the Board
Michael Egholm, Ph.D. has served as our President and CEO, and a member of our Board, since April 2022. Dr. Egholm has more than 25 years of proven leadership in developing and commercializing innovative technologies. Prior to joining the Company, he was Chief Executive Officer of Standard BioTools, LLC from October 2021 until April 2022. Prior to that, Dr. Egholm served as Chief Technology Officer of Danaher Life Sciences (“Danaher”) from 2017 to September 2021, where he also founded and led Danaher’s
Role and Composition of the Board
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Role and Composition of the Board
corporate venture fund, and he served as President, Biopharmaceuticals at Pall Corporation from 2014 to 2017 and as Chief Technology Officer from 2010 to 2014. Prior to that, Dr. Egholm served as Chief Technology Officer of 454 Life Sciences Corporation, a former subsidiary of Roche Holding AG (“Roche”) (OTCM: RHHBY). Dr. Egholm is an elected member of the Royal Danish Academy of Sciences and Letters and the named inventor of 40 U.S. patents. He has published more than 100 research papers, with several in renowned peer reviewed journals, including Science, Nature, and The New England Journal of Medicine. Dr. Egholm earned a Ph.D. and master’s degree in chemistry from the University of Copenhagen. We believe that Dr. Egholm’s extensive industry experience with life sciences companies qualifies him to serve on our Board. Thomas Carey has served as a member and as Chairperson of our Board since January 2024, after previously serving on the board of directors of SomaLogic, Inc. (“SomaLogic”) since March 2023. He has over twenty-five years in executive search and consulting experience in the life sciences sector. He is the Founder and Managing Partner of the Perspective Group, a life sciences consulting firm, and he specializes in broad advisory and recruitment functions. From 2010 through 2015, Mr. Carey served as Global Head of the Healthcare and Life Sciences Practice for Russell Reynolds Associates and led the Life Sciences Board Practice for Spencer Stuart. Prior to entering the search industry, Mr. Carey served as an investment banker and then as Chief Financial Officer of various private and public healthcare and information technology companies. Mr. Carey earned a bachelor’s degree from the College of the Holy Cross and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. He also previously served as Chairperson of the Board of Directors of Vital Biosciences and held an eight-year tenure on the board of directors of Exact Sciences (Nasdaq: EXAS). Mr. Carey brings more than twenty years of broad life sciences industry expertise. We believe that Mr. Carey’s background in finance and the executive search industry also provides our Board a valuable perspective with respect to financial strategy, key executive hires, and other personnel-related matters. Eli Casdin has served as a member of our Board since April 2022. Mr. Casdin currently serves as Chief Investment Officer of Casdin Capital, an investment firm specializing in life sciences, which he founded in 2011. Prior to founding Casdin Capital, Mr. Casdin was a vice president at Alliance Bernstein’s thematic investment arm from 2007 until 2011, focusing on new technologies for the life sciences and healthcare sectors. Mr. Casdin previously held positions at Bear Stearns, an investment bank, and Cooper Hill Partners, a biotechnology-focused investment firm. Mr. Casdin also previously served on the board of directors of SomaLogic and currently serves on the board of directors of GeneDx (Nasdaq: WGS) and 2Seventy Bio Inc (Nasdaq: TSVT). Mr. Casdin has previously served on the board of directors of Absci Corporation, Century Therapeutics, Inc., EQRx Inc., Exact Sciences Corporation, and Tenaya Therapeutics, Inc. He has also served as a board observer for 4D Molecular Therapeutics, Fulcrum Therapeutics, Invitae, Tango Therapeutics, and Verve Therapeutics, and served as Chief Executive Officer and director of CM Life Sciences, Inc., CM Life Sciences II, Inc., and CM Life Sciences III, Inc., until August 2021, September 2021, and December 2021, respectively. Mr. Casdin also currently serves on the boards of directors of a number of privately held life sciences companies and currently serves as a member of the Columbia University School of General Studies board of visitors, the Rockefeller University board of trustees, and the New York Genome Center board of directors. Mr. Casdin earned his B.S. from Columbia University and an M.B.A. from Columbia Business School. We believe that Mr. Casdin’s extensive experience as both an investor and executive in the biopharmaceutical industry, as well as his extensive service on the boards of directors of numerous life sciences and biotechnology companies, provides him with the qualifications and skills necessary to serve on our Board. Troy Cox has served as a member of our Board since January 2024, after previously serving as a member of the board of directors of SomaLogic since September 2021 and as Executive Chair of SomaLogic from October 17, 2022 through March 28, 2023 and prior to that, on the board of directors of CM Life Sciences II. Mr. Cox has served as a director of SOPHiA GENETICS SA (Nasdaq: SOPH) since July 2019 and as its Chairperson since February 2020, as a member of the board of directors of LetsGetChecked Inc. since October 2019, Zymeworks Inc. (NYSE: ZYME) since June 2019, and Biosplice Therapeutics since April 2021. Mr. Cox also currently serves on the board of directors of Dream Foundation non-profit and previously of Massachusetts BioTechnology Council. Mr. Cox previously led Foundation Medicine, Inc. (“Foundation Medicine”) as President and Chief Executive Officer from February 2017 to February 2019, including through its acquisition by Roche in July 2018. Prior to Foundation Medicine, Troy served as Senior Vice President and an officer at Genentech, Inc. from February 2010 to February 2017. Prior to that, Mr. Cox held executive and senior roles of increasingly broad accountabilities including president at UCB BioPharmaceuticals, Senior Vice President at Sanofi-Aventis
Role and Composition of the Board
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Role and Composition of the Board
and diverse foundational roles at Schering-Plough. Mr. Cox received an M.B.A. from the University of Missouri and B.B.A. in Finance from the University of Kentucky. We believe that Mr. Cox’s qualifications to serve on our Board include his extensive operational and strategic experience in the life sciences industry as an executive as well as a board director and in connection with evaluation and execution of business transaction and merger opportunities. Fenel M. Eloi has served as a member of our Board since March 2023. Mr. Eloi has served as Managing Partner of P&M Capital Partners, LLC since April 2018. From September 2006 until March 2018, Mr. Eloi served as Chief Operating Officer of Cell Signaling Technology and, prior to that, he served as Chief Financial Officer of Cell Signaling Technology. Mr. Eloi also served as Chief Operating Officer and Chief Financial Officer of Interleukin Genetics and Chief Financial Officer of Genome Therapeutics Corporation. Since February 2021, Mr. Eloi has served on the board of directors of 908 Devices, Inc., where he chairs the audit committee. Mr. Eloi currently serves on the board of directors of several privately held companies, including MitoTherapeutix, Inc., where he also serves as Chairperson of the audit committee, Vaxess Technologies, Inc., and VIC Technology Venture Development. Mr. Eloi earned a B.A. in Business from Lee University and an M.B.A. from Anna Maria College. We believe that Mr. Eloi’s extensive experience as a life sciences operating leader, as well as his extensive financial experience in the life sciences industry qualify him to serve on our Board. Kathy Hibbs has served as a member of our Board since January 2024, after serving on the board of directors of SomaLogic since March 2023. In May 2024, she retired from her position as Chief Administrative Officer of 23andMe Holding Co. (“23andMe”) (Nasdaq: ME), a global genomics and biotechnology company. She previously served 23andMe as Chief Legal and Regulatory Officer and Secretary from June 2021 to February 2022 and as Chief Legal and Regulatory Officer from 2014 to June 2021. In March 2025, 23andMe and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Missouri. Previously, Ms. Hibbs served as Senior Vice President and General Counsel of Genomic Health, Inc., a genetic research and cancer diagnostics company, from 2009 to 2014. Prior to that, from 2000 to 2009, Ms. Hibbs served as Senior Vice President and General Counsel of Monogram Biosciences Inc., and from 1995 to 1999, she was the Director of Legal Affairs at Varian Associates, Inc. followed by its successor, Varian Medical Systems, Inc. She serves on the board of directors and as Chairperson of the nominating and corporate governance committee of SOPHiA GENETICS SA (Nasdaq: SOPH) and previously served on the board of directors of Decipher Biosciences (Nasdaq: DECI) until its acquisition. She also serves as a member of the Fast Company Impact Council and as a member of the board of directors of Cadex Genomics, Corp., a private company focused on molecular diagnostics tests to guide cancer treatment. Ms. Hibbs received her B.A. in Political Science from the University of California, Riverside, and her J.D. from the University of California, Hastings College of the Law. We believe Ms. Hibbs’ qualifications to serve on our Board include her more than 20 years of expertise in the clinical laboratory and medical device industries and her experience as a public company executive. Frank Witney, Ph.D. has served as a member of our Board since April 2022. Dr. Witney has served as an operating partner at Ampersand Capital Partners, a private equity firm, since September 2016. From July 2011 to March 2016, Dr. Witney served as President and Chief Executive Officer of Affymetrix, Inc. (“Affymetrix”), a provider of life science products and molecular diagnostic products, until Affymetrix was acquired by Thermo Fisher Scientific Inc. From April 2009 to May 2011, Dr. Witney served as President and Chief Executive Officer of Dionex Corporation, a provider of analytical instrumentation and related accessories and chemicals. From December 2008 to April 2009, Dr. Witney served as Affymetrix’s Executive Vice President and Chief Commercial Officer. From July 2002 to December 2008, Dr. Witney served as President and Chief Executive Officer of Panomics Inc. Dr. Witney currently serves on the boards of directors of Revvity Inc. (NYSE: RVTY), Cerus Corporation (Nasdaq: CERS), Leinco Technologies, Inc., and Biologos. He has previously served on the boards of directors of Telesis Bio (Nasdaq: TBIO), Gyros Protein Technologies, RareCyte Inc., GeneOptx, Canopy Bioscience, Emulate, Inc., BioEcho Life Science, JumpCode Genomics, Inc., and Nexcelom Inc. Dr. Witney earned a B.S. in microbiology from the University of Illinois as well as a M.S. in microbiology and a Ph.D. in molecular and cellular biology from Indiana University. We believe that Dr. Witney’s experience in the life sciences industry and his relevant public board experience qualify him to serve on our Board. At each annual meeting of stockholders, a class of directors is elected for a term of three years to succeed the class of directors whose terms are then expiring. The terms of the Class I, Class II and Class III Directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during the year 2026 for the Class I Directors, 2027 for the Class II Directors, and 2028 for the Class III Directors.
Role and Composition of the Board
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Considerations in Identifying and Evaluating Director Nominees
Considerations in Identifying and Evaluating Director Nominees Our Nominating and Corporate Governance Committee has established policies and procedures relating to the consideration of any individual recommended as a prospective director nominee from stockholders. Please see the section entitled “Process for Recommending Candidates to the Board of Directors” below for details. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the Committee from other sources. The Nominating and Corporate Governance Committee is responsible for determining the criteria for membership to our Board and recommending candidates for election to the Board. In its evaluation of director candidates, including the members of the Board eligible for reelection, our Nominating and Corporate Governance Committee considers the following:
Considerations in Identifying and Evaluating Director Nominees
| • | the current size and composition of our Board and the needs of the Board and its respective committees; |
Considerations in Identifying and Evaluating Director Nominees
| • | factors such as character, integrity, judgment, diversity of background and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like; and |
Considerations in Identifying and Evaluating Director Nominees
| • | other factors that our Nominating and Corporate Governance Committee may consider appropriate. |
Considerations in Identifying and Evaluating Director Nominees
Any nominee for a position on the Board must satisfy the following minimum qualifications:
Considerations in Identifying and Evaluating Director Nominees
| • | the highest personal and professional ethics and integrity; |
Considerations in Identifying and Evaluating Director Nominees
| • | proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; |
Considerations in Identifying and Evaluating Director Nominees
| • | skills that are complementary to those of the existing Board; |
Considerations in Identifying and Evaluating Director Nominees
| • | the ability to assist and support management and make significant contributions to the Company’s success; and |
Considerations in Identifying and Evaluating Director Nominees
| • | an understanding of the fiduciary responsibilities required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. |
Considerations in Identifying and Evaluating Director Nominees
If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, the Nominating and Corporate Governance Committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Corporate Governance Committee, Board, or management. We have from time to time retained a third-party search firm to assist with the identification and evaluation of qualified candidates to serve on the Board.
Considerations in Identifying and Evaluating Director Nominees
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2024 Compensation Highlights
2024 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Human Capital Committee made the following executive compensation decisions for fiscal 2024:
2024 Compensation Highlights
| Base Salaries | • Approved base salary increases ranging from 8.4% to 13.6%, to improve competitive positioning and ensure market alignment for each of the NEO’s respective roles. | | Annual Incentives (Cash Incentive Program) | • Approved cash incentive program awards—based on performance—at 70% of target. | | Long-Term Equity-Based Incentives | • Granted annual long-term equity awards using a mix of stock options and time-based restricted stock units (“RSUs”). |
Compensation Philosophy
| • | Equity awards help executive officers think like stockholders; and |
The Decision-Making Process
The Role of the Peer Group. The Human Capital Committee is committed to establishing competitive total compensation for each NEO, ensuring alignment with market practices and industry standards. To set 2024 target compensation levels, the Human Capital Committee, in consultation with Pearl Meyer, reviewed publicly available data from a carefully selected group of comparable companies with executives in similar roles as well as industry-specific survey data where applicable. For the purposes of setting 2024 compensation and considering the completed merger with SomaLogic in early 2024, the Human Capital Committee conducted an in-depth assessment of potential comparators to evaluate the degree to which the current peer group has kept pace with our growth and evolution. The Human Capital Committee also took into consideration the broader marketplace to identify appropriate and relevant additions and removals from the current peer group, based on the following criteria:
Annual Incentives (Cash Incentive Program)
Annual Incentives (Cash Incentive Program) Our cash incentive program, which is adopted annually by the Human Capital Committee pursuant to our Executive Bonus Plan, is intended to provide a significant portion of our executive officers’ potential compensation. Our cash incentive program is performance-based and designed to ensure that our executive officers are focused on our near-term performance. Actual awards can range from 0% to 150% of target based on performance results.
Annual Incentives (Cash Incentive Program)
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Annual Incentives (Cash Incentive Program)
Target Incentive Opportunities. Target incentive opportunities for the executive officers are based on annual base salary and are reviewed annually to ensure they are competitive compared to our peer group. The Human Capital Committee increased Messrs. Kim’s and Black’s target incentive opportunities from 55% in 2023 to 60% in 2024 to improve their competitive positioning and ensure market alignment for their respective roles. The 2024 base salary, target cash incentive percentage, and target cash incentive amount under our 2024 cash incentive program (the “2024 Cash Incentive Program’’) for each NEO are set forth in the table below:
Annual Incentives (Cash Incentive Program)
| Name | 2024 Base Salary | 2024 Target Bonus Opportunity (%) | 2024 Target Bonus Opportunity ($) | | Michael Egholm, Ph.D. | $700,000 | 100% | $700,000 | | Alex Kim | $500,000 | 60% | $300,000 | | Sean Mackay(1) | $475,000 | 60% | $285,000 | | Jeffrey Black(2) | $450,000 | 60% | $270,000 |
Annual Incentives (Cash Incentive Program)
| (1) Mr. Mackay’s target award opportunity was prorated based on his May 2024 hire date. |
Annual Incentives (Cash Incentive Program)
| (2) Mr. Black resigned from the Company as its Chief Financial Officer, effective August 31, 2024. He did not receive an award payout from the cash incentive program for 2024. |
Annual Incentives (Cash Incentive Program)
Performance Measures and Results. The 2024 Cash Incentive Program was designed to align executive compensation with key financial and operational priorities critical to the Company’s success. To drive sustainable growth and operational efficiency, cash incentive awards were based on the achievement of revenue targets and the realization of annualized cost synergies related to the merger with SomaLogic. Revenue serves as a fundamental measure of the Company’s ability to expand its market presence, execute its commercial strategy, and generate top-line growth. Tying incentives to revenue ensures that our executives remain focused on driving sales performance, strengthening customer relationships, and capturing market opportunities. In addition to revenue, our cash incentive program incorporated annualized cost synergies as a performance measure to reinforce the importance of operational discipline following the merger with SomaLogic. Cost synergies reflect the Company’s ability to integrate operations effectively, streamline expenses, and unlock efficiencies that contribute to long-term profitability. By including this metric, the program incentivizes leadership to execute on post-merger integration objectives while maintaining financial discipline. Together, these measures balance growth and efficiency, ensuring that incentive payouts are aligned with both revenue expansion and cost optimization, two critical drivers of long-term value creation. To evaluate performance under the 2024 Cash Incentive Program, the Human Capital Committee assesses each measure independently versus predetermined targets goals. For 2024, the target revenue goal was $205 million, and the target annualized cost synergies goal was $57 million. Participants in the program were eligible to earn up to 138% of the target payout if the maximum goals were achieved under both measures. In consideration of the goals, and based on actual revenue achievement of $174.4 million and actual cost synergies achievement of $80 million, the Human Capital Committee determined in January 2025 that a payout of 70% of the target amount for each NEO was appropriate. Under the cash incentive program, the Human Capital Committee retains discretion to pay or eliminate bonuses, including payments under this program, irrespective of achievement of the pre-established goals. We believe that maintaining this flexibility is helpful in ensuring that executive officers are neither rewarded nor penalized as a result of unusual circumstances not foreseeable at the time the goals were developed.
Annual Incentives (Cash Incentive Program)
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Annual Incentives (Cash Incentive Program)
Based on the performance results described above, actual cash incentive program awards paid to the NEOs who were active at the end of 2024 were as follows:
Annual Incentives (Cash Incentive Program)
| Name | 2024 Target Bonus Opportunity (%) | 2024 Target Bonus Opportunity ($) | Final Funding (as a % of Target) | 2024 Cash Incentive Payout ($) | | Michael Egholm, Ph.D. | 100% | $700,000 | 70% | $490,000 | | Alex Kim | 60% | $300,000 | 70% | $210,000 | | Sean Mackay(1) | 60% | $285,000 | 70% | $122,979 |
Annual Incentives (Cash Incentive Program)
| (1) Mr. Mackay’s award was prorated based on his May 2024 hire date. |
2024 Long-Term Equity Incentives
2024 Long-Term Equity Incentives Our long-term incentive program is designed to align executive compensation with stockholder interests by emphasizing equity awards that support sustained value creation. The program includes a mix of stock options and time-based RSUs to encourage a focus on long-term performance and strategic execution. Stock options reward executives for driving stock price appreciation, ensuring their interests are directly tied to stockholder value. Stock options vest 25% after one year, and monthly for three years thereafter. RSUs provide a variable equity component, with their ultimate value fluctuating based on the Company’s stock price performance over the vesting period. RSUs vest quarterly over four years. Together, these elements create a balanced approach that motivates leadership to deliver strong, long-term results while maintaining a direct connection to stockholder outcomes. When determining the appropriate equity awards for our executive officers, the Human Capital Committee considers many factors, including, but not limited to, competitive market data on both a target value and grant size as a percentage of Company basis, Company and individual performance, prior awards issued to executives, and overall resulting dilution from equity granted. The 2024 equity awards were developed to motivate and retain the executive officers, in addition to aligning their compensation with stockholder interests. To accomplish this, a significant portion of the 2024 awards were delivered via stock options to ensure executives realize value with growth in the Company’s stock price. The 2024 awards also incorporated RSUs, which promote both long-term value creation for our stockholders and retention for our executive officers. The table below shows the equity awards granted for fiscal year 2024 for each of the NEOs:
2024 Long-Term Equity Incentives
| | Stock Options | RSUs | | Name | # Shares | # Shares | | Michael Egholm, Ph.D. | 2,250,000 | 1,000,000 | | Alex Kim | 750,000 | 333,333 | | Sean Mackay(1) | 600,000 | 600,000 | | Jeffrey Black(2) | 400,000 | 300,000 |
2024 Long-Term Equity Incentives
| (1) Mr. Mackay’s equity award was granted upon his hire date of May 20, 2024. |
2024 Long-Term Equity Incentives
| (2) Mr. Black resigned from the Company as its Chief Financial Officer, effective August 31, 2024. As a result, he forfeited any unvested shares upon his departure. |
2024 Long-Term Equity Incentives
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Other Compensation Practices, Policies and Guidelines
Other Compensation Practices, Policies and Guidelines Stock ownership guidelines. In addition to the stock ownership guidelines discussed below applicable to our non-employee directors, we maintain stock ownership guidelines for our CEO and other executive officers to further align their interests with the interests of our stockholders, which we review and revise periodically. Pursuant to the guidelines, which were most recently updated by our Board in January 2023, each executive officer is expected to accumulate and hold a number of shares of our common stock equal to one times the executive officer’s base salary (or three times the base salary in the case of our CEO), and to maintain this minimum amount of stock ownership for so long as such individual is an employee of the Company. For purposes of determining stock ownership pursuant to the guidelines, we include shares owned outright and vested in-the-money stock options, but do not include value or shares attributable to unvested time vesting restricted stock, unvested and/or out-of-the money stock options and/or unearned performance shares. Our CEO and executive officers are expected to achieve the applicable level of ownership by the end of the fiscal year that follows the five-year anniversary of the date of the guidelines or the hire date or promotion date for newly eligible employees. Neither the CEO nor any executive officer is required to purchase shares on the open market in order to comply with the guidelines. In the event such individual falls out of compliance with the guidelines at any time, they will be required to maintain 50% of the shares (net of tax and exercise costs) acquired through the vesting or exercise of awards until the guidelines are again satisfied.
Risks Related to Compensation Practices and Policies
Risks Related to Compensation Practices and Policies Our Human Capital Committee reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the short term and the long term. Our Human Capital Committee regularly evaluates the risks involved with our compensation programs and does not believe that any of our compensation programs create risks that are reasonably likely to have a material adverse effect on us now or in the future. Our Human Capital Committee considered the compensation structure of the Company for its employees including executive officers, which is based on an annual salary, annual bonus (for bonus-eligible employees), and equity incentive compensation in the form of stock options and RSUs. We do not believe that we offer any short-term incentives that would reasonably be expected to result in high-risk actions or conduct by our employees. For example, incentive compensation for executive officers in the form of an annual cash bonus are based on a predetermined formula and management objectives approved by our Human Capital Committee. In addition, annual cash bonus payments are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator. Accordingly, we believe that we have a balanced pay and performance program that does not promote undue or excessive risk taking.
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, 2024, 2023 and 2022.
Summary Compensation Table
| Name | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Michael Egholm, Ph.D. President, Chief Executive Officer, and Director | 2024 | $686,250 | $2,580,000 | $4,547,486 | $490,000 | $33,308 | $8,337,044 | | | 2023 | $596,667 | $560,421 | — | $774,000 | — | $1,931,088 | | | 2022 | $373,106 | $3,136,336 | $12,243,415 | $142,472 | $520 | $15,895,848 | | Alex Kim Chief Financial Officer(4) | 2024 | $485,000 | $859,999 | $1,515,829 | $210,000 | $19,512 | $3,090,340 | | | 2023 | $430,000 | $186,788 | — | $290,000 | $3,000 | $909,788 | | | 2022 | $298,485 | $1,120,121 | $4,372,645 | $62,687 | $3,000 | $5,856,938 | | Sean Mackay Chief Business Officer(5) | 2024 | $293,576 | $1,548,000 | $1,212,600 | $122,979 | — | $3,177,155 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Jeffrey Black Former Chief Financial Officer(6) | 2024 | $291,250 | $774,000 | $808,442 | — | $16,955 | $1,890,647 | | | 2023 | $259,375 | $400,000 | $558,272 | $273,900 | $750 | $1,492,297 | | | 2022 | — | — | — | — | — | — |
Summary Compensation Table
| (1) The amounts represent the aggregate grant date fair value of equity awards granted in the year indicated, calculated in accordance with FASB ASC Topic 718 without regard to estimated forfeitures. A discussion of the assumptions used in determining grant date fair value may be found in Note 13 to our Financial Statements, included in our 2024 Annual Report. |
Summary Compensation Table
| (2) The amounts represent performance-based bonuses pursuant to our annual cash incentive program under the Executive Bonus Plan. For a description of our annual cash incentive program, please see the section entitled “Annual Cash Incentive Program” below. |
Summary Compensation Table
| (3) The amounts represent contributions made under the Company’s 401(k) defined contribution plan. |
Summary Compensation Table
| (4) Mr. Kim was appointed as the Company’s Interim Chief Financial Officer in September 2024 and as the Company’s fulltime Chief Financial Officer in November 2024 and previously served as the Company’s Chief Operating Officer. |
Summary Compensation Table
| (5) Mr. Mackay was appointed as the Company’s Chief Business Officer in May 2024. |
Summary Compensation Table
| (6) Mr. Black was appointed as the Company’s Chief Financial Officer in May 2023 and resigned as the Company’s Chief Financial Officer, effective in August 2024. |
2024 Fiscal Year Grants of Plan-Based Awards
2024 Fiscal Year Grants of Plan-Based Awards The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2024 to each of our NEOs.
2024 Fiscal Year Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | | | | | | | Michael Egholm, Ph.D. | 5/20/2024 | 700,000 | 1,000,000(3) | 2,250,000(4) | 2.58 | 7,127,486 | | Alex Kim | 5/20/2024 | 300,000 | 750,000(3) | 333,333(4) | 2.58 | 2,375,828 | | Sean Mackay | 5/20/2024 | 285,000 | 600,000(3) | 600,000(4) | 2.58 | 2,760,600 | | Jeffrey Black | 5/20/2024 | 270,000 | 300,000(3)(5) | 400,000(4)(5) | 2.58 | 1,582,442 |
2024 Fiscal Year Grants of Plan-Based Awards
| (1) Represents the potential 2024 cash incentive bonus payouts assuming target achievement of goals, based upon the NEO’s cash incentive bonus target and base salary in effect on December 31, 2024. No minimum threshold amount or maximum amount beyond the target amount was established. See the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the cash incentive bonuses earned by the NEOs in 2024. See “Compensation Discussion and Analysis — Components of Executive Compensation — Annual Performance-Based Cash Incentive Compensation” for a description of our 2011 Equity Incentive Plan. |
2024 Fiscal Year Grants of Plan-Based Awards
| (2) The amount represents the grant date fair value for RSU awards and options computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 13 in our consolidated financial statements included in our 2024 Annual Report. |
2024 Fiscal Year Grants of Plan-Based Awards
| (3) The RSUs vested as to 1/16th of the RSUs on August 20, 2024, with the remaining RSUs vesting in equal quarterly installments over four years thereafter, subject to continued service through the applicable vesting date. |
2024 Fiscal Year Grants of Plan-Based Awards
| (4) The shares underlying this option vested as to 1/16th of the underlying shares on August 20, 2024, with the remaining shares vesting in equal quarterly installments over four years thereafter, subject to continued service through the applicable vesting date. |
2024 Fiscal Year Grants of Plan-Based Awards
| (5) Mr. Black resigned from the Company effective as of August 31, 2024 and forfeited any outstanding equity awards as of that date. |
Narrative to the Summary Compensation Table and Grant of Plan-Based Awards Table
Narrative to the Summary Compensation Table and Grant of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End for 2024
Outstanding Equity Awards at Fiscal Year-End for 2024 The following table presents information concerning unexercised options and unvested stock awards outstanding as of December 31, 2024 for each NEO. Vesting in all instances is subject to the NEO’s continued service through the applicable vesting date, except in the event of the Death/Disability of Dr. Egholm, Mr. Kim or Mr. Mackay, as described herein. Mr. Black’s employment ended effective as of August 31, 2024 and his outstanding equity awards expired prior to December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End for 2024
| | Stock Options | Stock Awards | | | | | | | Name | 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 | Option Expiration Date | Number of Shares that Have Not Vested | Market Value of Shares that Have Not Vested(1) | | Michael Egholm, Ph.D. | 3,019,853(2) | 1,509,920(2) | — | $3.99 | 4/4/2032 | — | — | | | — | — | — | — | — | 393,025(3) | $687,794 | | | 281,250(4) | 1,968,750(4) | — | $2.58 | 5/19/2034 | — | — | | | — | — | — | — | — | 875,000 (5) | $1,531,250 | | Alex Kim | 1,078,524(2) | 539,251(2) | — | $3.99 | 4/4/2032 | — | — | | | — | — | — | — | — | 140,366(3) | $245,640 | | | 93,750(4) | 656,250(4) | — | 2.58 | 5/19/2034 | — | — | | | — | — | — | — | — | 291,667(5) | $510,417 | | Sean Mackay | — | 600,000(6) | — | $2.58 | 5/19/2034 | — | — | | | — | — | — | — | — | 392,168(7) | $686,294 | | | — | — | — | — | — | 207,832(7) | $363,706 |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (1) Based on the closing price of our common stock of $1.75 per share on December 31, 2024, as reported on The Nasdaq Global Select Market, and the number of RSUs and performance-based RSUs that had not vested as of December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (2) The stock options vest over four years, with 1/4th of the total number of shares subject thereto vested on April 4, 2023, and 1/48th of such shares vesting monthly thereafter until fully vested. |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (3) The RSUs vest over four years, with 1/4th of the total number of shares subject thereto vested on April 4, 2023, and 1/4th of such shares vesting every twelve months thereafter until fully vested. |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (4) The stock options vest as to 1/16th of the total number of shares subject thereto vested on August 20, 2024, with the remaining shares vesting in equal quarterly installments thereafter until fully vested. |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (5) The RSUs vest as to 1/16th of the total number of shares subject thereto vested on August 20, 2024, with the remaining shares vesting in equally quarterly installments thereafter until fully vested. |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (6) The stock options vest as to 25% of the total number of shares subject thereto vesting on May 20, 2025, with the remaining shares vesting in 12 equal quarterly installments thereafter until fully vested. |
Outstanding Equity Awards at Fiscal Year-End for 2024
| (7) The RSUs vest as to 1/4 of the total number of shares subject thereto vesting on May 20, 2025, with the remaining shares vesting in 12 equal quarterly installments thereafter until fully vested. |
Outstanding Equity Awards at Fiscal Year-End for 2024
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Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table shows information regarding exercises of options to purchase our common stock and vesting of stock awards held by each of our NEOs during the fiscal year ended December 31, 2024.
Option Exercises and Stock Vested in 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael Egholm, Ph.D. | — | — | 533,638 | $1,311,333 | | Alex Kim | — | — | 182,551 | $449,538 | | Sean Mackay | — | — | — | — | | Jeffrey Black | 125,003 | $35,001 | 84,538 | $189,889 |
Option Exercises and Stock Vested in 2024
| (1) Amounts shown in this column do not necessarily represent actual value realized from the sale of the shares acquired upon exercise of options because in many cases the shares are not sold on exercise but continue to be held by the executive officer exercising the option. The amounts shown represent the difference between the option exercise price and the market price on the date of exercise, which is the amount that would have been realized if the shares had been sold immediately upon exercise. |
Option Exercises and Stock Vested in 2024
| (2) The value realized is calculated by multiplying the number of vested shares by the closing price of our common stock on the Nasdaq Global Select Market on the applicable vesting date. |
Pension Benefits
Pension Benefits We do not have any qualified or non-qualified defined benefit plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plan.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The following table sets out the estimated potential payments upon termination or a change in control for each of our NEOs, based on the assumptions discussed above and assuming such event occurred on December 31, 2024, the last business day of 2024. In accordance with SEC rules, the potential payments were determined under the terms of our contracts, agreements, plans and arrangements as in effect on December 31, 2024. The tables do not include any previously vested equity awards or accrued benefits. Because the payments to be made to an NEO depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Mr. Black resigned from the Company effective as of August 31, 2024 and did not receive any severance in connection with the termination of his employment under his employment agreement, and therefore, is not included in the table below.
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
| Named Executive Officer | Executive Benefits and Payments Upon Termination | Change in Control and Involuntary Termination Without Cause or for Good Reason ($)(1) | Involuntary Termination Without Cause or for Good Reason ($)(1) | Death or Disability ($)(1) | | Michael Egholm, Ph.D. | Base Salary | 2,450,000 | 1,400,000 | 2,450,000 | | | Bonus | 700,000 | — | 700,000 | | | Stock option and RSU acceleration | 2,219,043.75 | 781,396 | 2,219,043.75 | | | COBRA benefits | 109,254.90 | 43,701.96 | — | | | Total | 5,478,298.65 | 2,225,097.96 | 5,369,043.75 | | Alex Kim | Base Salary | 1,081,500 | 515,000 | 1,081,500 | | | Bonus | 309,000 | 309,000 | 309,000 | | | Stock option and RSU acceleration | 756,057.75 | 756,057.75 | 756,057.75 | | | COBRA benefits | 52,411.38 | 34,960.92 | — | | | Total | 2,198,969.13 | 1,615,018.67 | 2,146,557.75 | | Sean Mackay | Base Salary | 997,500 | 475,000 | 997,500 | | | Bonus | 285,000 | 285,000 | 285,000 | | | Stock option and RSU acceleration | 1,050,000 | 1,050,000 | 1,050,000 | | | COBRA benefits | 65,552.94 | 43,701.96 | — | | | Total | 2,398,052.94 | 1,853,701.96 | 2,332,500 |
Potential Payments Upon Termination or Change of Control
| (1) The value of the vesting acceleration for RSUs was calculated by multiplying the number of RSUs subject to acceleration as of December 31, 2024 by the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the 2024 fiscal year, of $1.75. The value of vesting acceleration for stock options was calculated by multiplying the number of unvested stock options subject to acceleration as of December 31, 2024 by the difference between (i) the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the 2024 fiscal year, of $1.75 and (ii) the respective exercise price of such stock options. |
2023 Severance Plan
| • | 100% vesting acceleration of a number of unvested shares underlying Dr. Egholm’s then-outstanding equity awards that otherwise would vest during the period between his termination date and the one-year anniversary of his termination date (with the remainder forfeited on termination). |
Compensation of Non-Employee Directors Compensation Policy
Compensation of Non-Employee Directors Compensation Policy We have a non-employee director compensation policy (the “Compensation Policy”), adopted in April 2024, pursuant to which non-employee directors receive an annual retainer for service on our Board and an annual retainer for service on committees of the Board as set forth below. Prior to April 2024, we had an outside director equity compensation policy and our Board approved cash compensation terms for outside directors, with substantially similar terms to the Compensation Policy, other than certain amendments to the annual cash retainer for each non-employee director, certain amendments to the initial equity awards and annual equity awards for non-employee directors, and the addition of the annual equity award to the Chairperson, as described below. Current Compensation Policy
Compensation of Non-Employee Directors Compensation Policy
| Annual cash retainer for each non-employee director | $50,000 | | Additional cash retainer for Chairperson of the Board | $50,000 | | Annual cash retainer for each Audit Committee member | $10,000 | | Annual cash retainer for each Human Capital Committee member | $7,000 | | Annual cash retainer for each Nominating and Corporate Governance Committee member | $5,000 | | Annual cash retainer for chairing the Audit Committee | $10,000 | | Annual cash retainer for chairing the Human Capital Committee | $8,000 | | Annual cash retainer for chairing the Nominating and Corporate Governance Committee | $5,000 |
Compensation of Non-Employee Directors Compensation Policy
The Compensation Policy also provides for the granting of equity compensation to non-employee directors under our 2011 Plan, as set forth below:
Compensation of Non-Employee Directors Compensation Policy
| | | Grant Date Value: | | | Type of Award | Description | RSUs | Stock Options | | Initial Awards | Granted to new non-employee directors upon initial election / appointment | — | $350,000 | | Annual Awards | Granted to continuing non-employee directors on the date of each annual meeting of the Company’s stockholders | $100,000 | $100,000 | | Chairperson Annual Award | Granted to continuing non-employee director for chairing the Board on the date of each annual meeting of the Company’s stockholders | — | $50,000 |
Compensation of Non-Employee Directors Compensation Policy
Non-employee directors are eligible to receive all types of awards under the 2011 Plan except for incentive stock options and may receive discretionary awards not covered by the Compensation Policy. The exercise price of all stock options granted pursuant to the Compensation Policy will be 100% of the fair market value of our common stock on the date of grant and the term of all stock options will be ten years.
Compensation of Non-Employee Directors Compensation Policy
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Compensation of Non-Employee Directors Compensation Policy
All awards granted to non-employee directors under the 2011 Plan are subject to vesting, conditioned upon the recipient’s continued service on the Board through the applicable vesting date, as set forth below.
Compensation of Non-Employee Directors Compensation Policy
| • | Initial option awards vest and become exercisable in four equal annual installments. |
Compensation of Non-Employee Directors Compensation Policy
| • | Annual option awards and Chairperson annual awards vest and become exercisable in 12 equal monthly installments. |
Compensation of Non-Employee Directors Compensation Policy
| • | Annual RSU awards vest in full on the earlier to occur of (i) the first anniversary of the grant date and (ii) one day prior to the date of the Company’s next annual meeting of stockholders. |
Compensation of Non-Employee Directors Compensation Policy
Pursuant to the Compensation Policy, in the event of a Change of Control as defined in the 2011 Plan, all unvested equity awards then held by non-employee directors will become 100% fully vested as of the closing of the Change in Control.
2024 Director Compensation
2024 Director Compensation The following table sets forth information concerning compensation paid or accrued for services rendered to us by members of our Board for the year ended December 31, 2024. The table excludes Dr. Egholm, who was a named executive officer during 2024, and did not receive any compensation from us in his role as a director in 2024.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | Total | | Thomas Carey | $108,750 | $76,337 | $150,000 | $335,087 | | Eli Casdin(2) | $60,750 | $76,337 | $100,000 | $237,087 | | Laura Clague(3) | — | — | — | — | | Troy Cox | $65,750 | $76,337 | $100,000 | $242,087 | | Fenel M. Eloi | $68,750 | $76,337 | $100,000 | $245,087 | | Kathy Hibbs | $63,750 | $76,337 | $100,000 | $240,087 | | Martin Madaus, Ph.D.(3) | — | — | — | — | | Carlos Paya, M.D., Ph.D.(3) | — | — | — | — | | Frank Witney, Ph.D. | $73,750 | $76,337 | $100,000 | $250,087 |
2024 Director Compensation
| (1) Amounts represent the aggregate grant date fair value of the option award and RSU awards, as applicable, calculated in accordance with Financial Accounting Standards Board ASC Topic 718, Stock Compensation, as amended, without regard to estimated forfeitures. See Note 13 of the notes to our audited consolidated financial statements included in our 2024 Annual Report for a discussion of valuation assumptions made in determining the grant date fair value and compensation expense of our stock options and RSU awards. |
2024 Director Compensation
| (2) Mr. Casdin’s fees earned or paid in cash reflects RSUs elected to be received in lieu of $60,750 cash fees for 2024. |
2024 Director Compensation
| (3) Ms. Clague, Dr. Madaus, and Dr. Paya stepped down from the Board on January 5, 2024. |
2024 Director Compensation
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Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth the compensation information of our Principal Executive Officer (“PEO”), our former PEO and the average compensation for our other NEOs (“Non-PEO NEOs”) and the total stockholder return and net loss for each of fiscal year 2024, 2023, 2022 and 2021. For further information regarding our executive compensation programs, please refer to the sections titled “Compensation Discussion and Analysis” and “Summary Compensation Table” above.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for current PEO(1) | Compensation Actually Paid to current PEO(2) | Summary Compensation Table Total for former PEO(1) | Compensation Actually Paid to former PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) | Value of Initial Fixed $100 Investment Based On Peer Group Total Shareholder Return(5) | Net Loss(6) | Total Revenue(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | $8,337,044 | $3,790,919 | — | — | $2,719,381 | $1,550,220 | $29.17 | $93.49 | $(138,885,000) | $174,432,000 | | 2023 | $1,931,088 | $6,168,709 | — | — | $1,226,547 | $1,967,879 | $36.83 | $94.03 | $(74,656,000) | $106,340,000 | | 2022 | $15,895,848 | $4,280,101 | $1,638,601 | $(3,291,062) | $3,630,555 | $1,328,816 | $19.50 | $89.90 | $(190,098,000) | $97,948,000 | | 2021 | — | — | $3,311,662 | $2,100,340 | $2,153,461 | $1,773,821 | $63.33 | $100.02 | $(59,237,000) | $130,581,000 |
Pay Versus Performance Table
| (1) The dollar amounts reported in columns (b) and (d) represent the amount of total compensation reported for Dr. Egholm (our current PEO) and Mr. Linthwaite (our former PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” above. Dr. Egholm became our CEO in April 2022. Mr. Linthwaite was our CEO in 2021 until his termination in April 2022. |
Pay Versus Performance Table
| (2) The dollar amounts reported in columns (c), (e) and (g) represent the compensation actually paid to our current PEO, our former PEO and the average compensation paid to our Non-PEO NEOs in each listed year. The compensation actually paid does not mean our PEOs and Non-PEO NEOs earned or were actually paid those amounts in the listed year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments shown in the table below were made to determine the compensation actually paid in the most recent fiscal year: |
Pay Versus Performance Table
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Pay Versus Performance Table
| | Current PEO | | | Former PEO | | Average Non-PEO NEOs | | | | | | 2022 | 2023 | 2024 | 2021 | 2022 | 2021 | 2022 | 2023 | 2024 | | Summary compensation table total | $15,895,848 | $1,931,088 | $8,337,044 | $3,311,662 | $1,638,601 | $2,153,461 | $3,630,555 | $1,226,547 | $2,719,381 | | Subtract grant date fair value of option and stock awards granted in fiscal year | (15,379,859) | (560,421) | (7,127,250) | (2,677,147) | — | (693,352) | (3,266,402) | (592,207) | (2,239,583) | | Add fair value at fiscal year-end of outstanding and unvested option and stock awards granted in fiscal year | 3,764,112 | 511,790 | 3,874,063 | 2,596,880 | — | 672,564 | 964,663 | 614,232 | 1,527,677 | | Adjust for change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years | — | 2,856,901 | (1,449,124) | (1,029,776) | (1,716,792) | (327,311) | — | 452,051 | (517,539) | | Add fair value at vesting of option and stock awards granted in fiscal year that vested during fiscal year | — | — | 565,625 | — | — | — | — | 27,451 | 128,583 | | Adjust for change in fair value as of vesting date of option and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year | — | 1,429,351 | (366,448) | (101,279) | (408,250) | (31,541) | — | 239,805 | (53,972) | | Subtract fair value as of prior fiscal year-end of option and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year | — | — | (42,991) | — | (2,804,621) | — | — | — | (14,327) | | Compensation actually paid | $4,280,101 | $6,168,709 | $3,790,919 | $2,100,340 | ($3,291,062) | $1,773,821 | $1,328,816 | $1,967,879 | $1,550,220 |
Pay Versus Performance Table
| (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in each applicable year. Our Non-PEO NEOs in 2024 were Alex Kim, Jeffrey Black and Sean Mackay; our Non-PEO NEOs in 2023 were Jeffrey Black, Alex Kim and Jeremy Davis; our Non-PEO NEOs in 2022 were Alex Kim and Jeremy Davis; and our Non-PEO NEOs in 2021 were Vikram Jog, Colin McCracken, Bradley Kreger and Nicholas Khadder. |
Pay Versus Performance Table
| (4) Cumulative Total Shareholder Return reported are calculated based on an initial fixed investment of $100 as of December 31, 2020. |
Pay Versus Performance Table
| (5) The weighted peer group TSR amounts reported in column (i) are weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose consists of the NASDAQ Biotechnology Index, the same peer group used in our 2024 Annual Report. |
Pay Versus Performance Table
| (6) Dollar amounts reported represent the amount reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance Table
| (7) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that total revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the Pay Versus Performance Table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. For purposes of the above table, “Revenue” refers to the total revenue recognized by the Company in accordance with the ASC 606 under GAAP, as reported in the 2024 Annual Report. This includes all amounts earned from the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services, as determined under ASC 606. |
Pay Versus Performance Table
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Relationship of Compensation Actually Paid with Total Shareholder Return (“TSR”)
Relationship of Compensation Actually Paid with Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our current and former PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the four most recently completed fiscal years. The chart also compares the Company’s TSR to that of the Nasdaq Biotechnology Composite Index over the same period.
Relationship of Compensation Actually Paid with Total Shareholder Return (“TSR”)
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Relationship of Compensation Actually Paid with Net Loss
Relationship of Compensation Actually Paid with Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our current and former PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s net Loss over the four most recently completed fiscal years.
Relationship of Compensation Actually Paid with Total Revenue
Relationship of Compensation Actually Paid with Total Revenue The following chart sets forth the relationship between Compensation Actually Paid to our current and former PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s selected financial measure of total revenue over the four most recently completed fiscal years.
Relationship of Compensation Actually Paid with Total Revenue
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Relationship of Compensation Actually Paid with Total Revenue
Equity Compensation Plan Information The following table summarizes the number of outstanding options and RSUs granted to our employees, consultants, and directors, as well as the number of shares of common stock remaining available for future issuance, under all of our equity compensation plans as of December 31, 2024.
Relationship of Compensation Actually Paid with Total Revenue
| | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity compensation plans approved by security holders | | | | | 2011 Equity Incentive Plan | 19,363,686 | $2.56 | 23,640,386 | | 2017 Employee Stock Purchase Plan | — | — | 1,064,129 | | Equity compensation plans not approved by security holders | | | | | 2022 Inducement Equity Incentive Plan | 8,084,379 | $3.87 | 457,173 | | 2017 Inducement Incentive Plan | 58,949 | $7.32 | 1,667 | | SomaLogic Equity Incentive Plans(1) | 25,096,215 | $4.93 | — | | Total | 52,603,229 | $4.28 | 25,163,355 |
Relationship of Compensation Actually Paid with Total Revenue
| (1) Consists of the SomaLogic 2009 Equity Incentive Plan (the “2009 Plan”), the SomaLogic 2017 Equity Incentive Plan (the “2017 Plan”), and the SomaLogic 2021 Omnibus Incentive Plan (the “2021 Plan,” and together with the 2009 Plan and 2017 Plan, the “SomaLogic Plans”). |
Relationship of Compensation Actually Paid with Total Revenue
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Nominees for Class III Directors (Term Expiring in 2028)
Nominees for Class III Directors (Term Expiring in 2028) As discussed above, our Nominating and Corporate Governance Committee recommended, and our Board nominated, Kathy Hibbs and Frank Witney, Ph.D., both the current Class III Directors, as nominees for re-election as the Class III Directors at the Annual Meeting and each has consented to being named in this proxy statement.