DEF 14A of Maravai Lifesciences Holdings, Inc., Apr 25, 2024

DEF 14A of Maravai Lifesciences Holdings, Inc.

Filed Apr 25, 2024 · FY20230001193125-24-114058

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Based upon the recommendation of the Nominating, Governance and Risk Committee, the Board has nominated the following four directors to be re-elected to the Board at the Annual Meeting: Benjamin Daverman, Susannah Gray, Carl Hull and Constantine Mihas. If elected at the Annual Meeting, they will serve for three-year terms expiring at our 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal. Certain biographical information for each of the nominees is set forth below. Also set forth therein is a description of the specific experience, qualifications, attributes and skills of each nominee that were considered by the Nominating, Governance and Risk Committee, in the context of the needs of the Board as a whole, in determining that these individuals were qualified to serve on the Board. Each nominee has consented to stand for re-election and has agreed to serve if elected. We currently have no reason to believe that any of the nominees would be unable or unwilling to serve if elected. However, if before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the vacancy. The Board recommends that you vote “FOR” each of the director nominees. Proxies solicited on behalf of the Board will be voted “FOR” the election of each of the four nominees, unless your proxy card is marked otherwise (if you are a registered shareholder) or you have provided a different instruction to your bank or broker (if you are a beneficial or “street name” shareholder). Vote Required Under our Bylaws, the election of the four director nominees at the Annual Meeting requires a plurality of the votes cast by holders of our common stock present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election of directors, this means that each director nominee will be elected if he or she receives at least one “FOR” vote. Failure to vote by proxy or to vote electronically at the virtual Annual Meeting and “WITHHOLD” votes will result in a respective nominee having fewer votes but will have no effect on the outcome of the election because a plurality of the votes cast is required for the election of the director nominee. Cumulative voting is not permitted in the election of directors. Director Nominees to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting. Benjamin Daverman has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since March 2016. Previously, Mr. Daverman served on the Board’s Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Mr. Daverman joined GTCR in 2008 where he is currently a Managing Director and Co-Head of the Healthcare Group. Prior to joining GTCR, he worked as a Venture Capitalist at Alta Partners, a venture capital firm, as well as an Investment Banking Associate at JMP Securities and an Analyst in the mergers and acquisitions group at J.P. Morgan (formerly Hambrecht & Quist), both investment banking firms. Mr. Daverman holds an MBA from the Wharton School at the University of Pennsylvania and a BA in History from Colgate University. Mr. Daverman also holds an MS in Biotechnology from the School of Engineering and Applied Science at the University of Pennsylvania. We determined that Mr. Daverman’s extensive directorship experience with similar companies, and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve on the Board. Susannah Gray has served on the Board and as the Chair of its Audit Committee since our IPO in November 2020 and has served on the Board’s Compensation and Leadership Development Committee since October 2022. Ms. Gray also currently serves as a director on the Board of Directors of 4D Molecular Therapeutics, Inc. and Morphic Holding, Inc. (the parent of Morphic Therapeutic, Inc.), both biotech companies, and Theravance BioPharma, Inc., a biopharmaceutical company. Ms. Gray previously served as a director on the Board of Directors of Apria, Inc., a healthcare company, from May 2021 to March 2022, when Apria, Inc. was acquired by Owens & Minor, Inc. Ms. Gray served as the Chief Financial Officer of Royalty Pharma Management LLC (“Royalty Pharma”), a buyer of pharmaceutical royalties, from January 2005 to December 2018. Ms. Gray was promoted to Executive Vice President of Finance and Strategy in December 2018 and retired from Royalty Pharma in September 2019. Prior to Royalty Pharma, Ms. Gray served as a managing director and senior analyst covering the healthcare sector of CIBC World Markets’ high yield group from 2002 to 2004, and also previously served in similar roles at Merrill Lynch and Chase Securities (predecessor of J.P. Morgan Securities). Ms. Gray holds an MBA from Columbia University and a BA in Social Studies from Wesleyan University. We determined that Ms. Gray’s extensive executive experience in the pharmaceutical industry, as well as her financial expertise, qualify her to serve as a director on the Board. Carl Hull has served as Chair of the Board since our IPO and served as our Chief Executive Officer since he co-founded Maravai in March 2014 until September 2022, and then as Interim Chief Executive Officer from October 2022 until July 2023, while continuing to serve as Executive Chairman of the Board. Mr. Hull has served on the Board since November 2020 and has served as a member of MLSH 1’s board since March 2016. Mr. Hull previously served on the Board of Directors of Ortho Clinical Diagnostics Holdings plc, a medical diagnostics company (“Ortho Clinical”), from January 2021 until May 2022, when Ortho Clinical was acquired by Quidel Corporation. Mr. Hull brings 40 years of sales, marketing and general management experience in the diagnostics and life sciences industries. From 2009 to 2012, Mr. Hull was Chief Executive Officer of Gen-Probe Incorporated (“Gen-Probe”), a medical diagnostics company, and served as its Chief Operating Officer from 2007 to 2009. Under Mr. Hull’s leadership, Gen-Probe took full advantage of its core molecular diagnostics and automation strengths and launched several highly innovative products including the PANTHER® molecular diagnostic system and APTIMA® HPV screening assay. During Mr. Hull’s tenure, Gen-Probe extended its recognized leadership position in the most rapidly growing diagnostics market segment and the market capitalization of Gen-Probe doubled, creating nearly $2 billion in value for shareholders and culminating in a successful sale to Hologic, Inc. (“Hologic”) in 2012. Prior to Gen-Probe, Mr. Hull had been in sales, marketing and management positions for Abbott Laboratories, Ventana Medical Systems, Inc. (acquired by Roche Holding AG), Applied Imaging Corp. (now part of Danaher Corporation) and Applied Biosystems Inc. (now part of Thermo Fisher Scientific Inc. (“Thermo Fisher”)), all biomedical technology companies. Mr. Hull holds an MBA from the University of Chicago and a BA in Political Science and International Relations from the Johns Hopkins University. Mr. Hull is a valuable member of the Board due to his experience as our former Chief Executive Officer, his executive experience at other biomedical technology companies and his experience as an executive at a publicly traded company.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    Constantine Mihas has served on the Board since our IPO in November 2020 and our Compensation and Leadership Development Committee since October 2022, and has served as a member MLSH 1’s board since March 2016. Previously, Mr. Mihas served as Chair of the Board’s Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Mr. Mihas also serves on the Board of Directors of Sotera Health Company (“Sotera Health”), a healthcare company. Mr. Mihas joined GTCR in 2001 where he is currently Co-CEO and Managing Director. Prior to joining GTCR, Mr. Mihas was Chief Executive Officer and co-founder of Delray Farms, LLC (“Delray Farms”), a specialty food retailer. Prior to Delray Farms, Mr. Mihas was with McKinsey & Company, Inc., a consulting firm. Mr. Mihas holds an MBA with distinction from the Harvard Business School and a BS in Finance and Economics from the University of Illinois, Chicago. We determined that Mr. Mihas’ directorship experience with similar companies, deep business background, and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve as a director on the Board.

  3. Continuing Directors

    Continuing Directors Anat Ashkenazi has served on the Board and its Audit Committee since our IPO in November 2020, and as Chair of the Board’s Compensation and Leadership Development Committee since October 2022. Ms. Ashkenazi previously served on the Board of Directors of Varian Medical Systems, Inc. (“Varian Medical”), a medical device and software company, from November 2018 to April 2021, when Varian Medical was acquired by Siemens Healthineers AG. Ms. Ashkenazi is currently Executive Vice President and Chief Financial Officer of Eli Lilly and Company, a pharmaceutical company, where she has worked for over 20 years. Ms. Ashkenazi joined Eli Lilly in 2001 and has had a diverse career spanning financial, strategy and operations roles. Prior to her current position, Ms. Ashkenazi held roles as the Senior Vice President of Finance of Eli Lilly and as chief financial officer for a number of global divisions within Eli Lilly, including Oncology, Diabetes, Global Manufacturing & Quality and Research & Development. Ms. Ashkenazi holds an MBA from Tel Aviv University and a BA in Economics & Business Administration from the Hebrew University. We determined that Ms. Ashkenazi’s extensive executive experience in the pharmaceutical industry, as well as her financial expertise, qualify her to serve as a director on the Board. Sean Cunningham has served on the Board since our IPO in November 2020 and on our Nominating, Governance and Risk Committee since October 2022, and has served as a member of MLSH 1’s board since March 2016. Mr. Cunningham also serves on the Board of Directors of Sotera Health. Mr. Cunningham joined GTCR in 2001 where he is currently a Managing Director and Co-Head of the Healthcare Group. Mr. Cunningham was previously a consultant with The Boston Consulting Group. Mr. Cunningham holds an MBA from the Wharton School at the University of Pennsylvania as well as a BA and BE in Engineering Sciences from Dartmouth College. We determined that Mr. Cunningham’s directorship experience with similar companies and extensive experience in the healthcare and pharmaceutical industries qualify him to serve as a director on the Board. John DeFord, PhD has served on the Board since July 2023 and on our Audit Committee and Compensation and Leadership Development Committee since September 2023. Dr. DeFord also serves on the Board of Directors of Nordson Corporation, a precision technology company, and Globus Medical Inc., a medical device company. Dr. DeFord has been the Chairman, Chief Executive Officer and President of Samothrace Medical Innovations, Inc., a medical technology company, since coming out of retirement in March 2022. Dr. DeFord has over 35 years of experience in the healthcare and medical device industries. Dr. DeFord served as Executive Vice President and Chief Technology Officer of Becton, Dickinson and Company (“Becton Dickinson”), a global medical technology company, from June 2018 until he retired from Becton Dickinson in May 2021. Dr. DeFord joined Becton Dickinson in December 2017 in connection with its acquisition of C.R. Bard, Inc. (“Bard”), a medical technology company, where he served as the Senior Vice President of Research and Development for Becton Dickinson’s interventional segment post-acquisition. Prior to the acquisition, Dr. DeFord served in a variety of science and technology roles at Bard since January 2004 and was Senior Vice President of Science, Technology and Clinical Affairs at the time of the acquisition by Becton Dickinson. Prior to joining Bard, Dr. DeFord was Managing Director of Early Stage Partners, a venture capital fund. Prior to joining Early Stage Partners, Dr. DeFord was President and Chief Executive Officer of Cook Incorporated, medical device manufacturer. Dr. DeFord holds a PhD in Electrical/Biomedical Engineering, a MS in Electrical Engineering and a BS in Electrical Engineering from Purdue University. Dr. DeFord is a valuable member of the Board due to his executive experience at medical technology companies and his service as an independent director to other public companies. Jessica Hopfield, PhD has served on the Board and its Audit Committee since our IPO in November 2020, and as Chair of the Board’s Nominating, Governance and Risk Committee since October 2022. Previously, Dr. Hopfield served on the Board’s Compensation and Nominating Committee from our IPO in November 2020 until October 2022. Dr. Hopfield is a scientist and business leader with more than two decades of experience in the medical and healthcare fields. Dr. Hopfield serves as a director on the Board of Directors of Insulet Corporation, a medical device company, and Editas Medicine, a biotechnology company, and formerly served as a director of Radius Health, Inc, a biopharmaceutical company, from January 2019 to December 2020, and PhenomeX Inc. (formerly Berkeley Lights), a life sciences company (“PhenomeX ”) from December 2021 to September 2023, when PhenomeX was acquired by Bruker Corporation. In addition, Dr. Hopfield is a strategic advisor and investor in start-up healthcare firms. Dr. Hopfield is a former Partner of McKinsey & Company, a global management consulting firm, in its global pharmaceuticals and medical devices practice where she led work in strategy, research and development management, and marketing across pharmaceutical, biotechnology and medical device industries. Dr. Hopfield also held management positions at Merck Sharp & Dohme Corp., a pharmaceutical company, in clinical development, outcomes research, and marketing. Dr. Hopfield holds a PhD in Biological Sciences from The Rockefeller University, an MBA from Harvard Business School and a BS in Biology from Yale College. We determined that Dr. Hopfield is qualified to serve as a member of the Board because of her extensive experience in the life sciences industry, educational background and service as an independent director to other public companies. Gregory T. Lucier has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since January 2020. Mr. Lucier, a 30-year veteran of the healthcare industry, served as the Chief Executive Officer of Corza Health, Inc. (“Corza Health”), a life sciences company, from April 2019 until January 2021, and has served as Corza Health’s Executive Chairman since February 2021. Prior to Corza Health, Mr. Lucier was Chief Executive Officer of NuVasive, Inc. (“NuVasive”) from June 2015 to November 2018, and served as Chairman of the Board for NuVasive from March 2015 until May 2021. NuVasive is an innovative medical device company specializing in minimally invasive spine surgery. Prior to NuVasive, from 2003 to 2014, Mr. Lucier served as Chair and CEO of Life Technologies, Inc. (“Life Technologies”). Mr. Lucier’s early career included roles as a corporate officer of General Electric Company and as an executive at GE Medical Systems Information Technologies, Inc., a healthcare company. Mr. Lucier serves as a director of Catalent, a global pharmaceutical products manufacturer, Dentsply Sirona Inc., a global provider of professional dental products and technologies and served as director of PhenomeX (formerly Berkeley Lights) from December 2021 to September 2023, when PhenomeX was acquired by Bruker Corporation. Mr. Lucier has an MBA from Harvard Business School and a BA in Industrial Engineering from Pennsylvania State University. We determined Mr. Lucier’s extensive experience in the healthcare and medical device industry, in addition to his experience on multiple public and private boards of directors, qualify him to serve as a director on the Board.

  4. Continuing Directors

    Luke Marker has served on the Board since our IPO in November 2020 and has served as a member of MLSH 1’s board since 2016. Mr. Marker joined GTCR in 2009 where he is currently a Managing Director. Prior to joining GTCR, he worked in the investment banking division at Lehman Brothers and Barclays Capital. Mr. Marker holds an MBA with distinction from Harvard Business School and a BA in Mathematics and Economics from Kalamazoo College. We determined that Mr. Marker’s directorship experience with similar companies and extensive experience in the healthcare, pharmaceutical and life sciences industries qualify him to serve as a director on the Board. Murali K. Prahalad, PhD has served on the Board since our IPO in November 2020 and our Nominating, Governance and Risk Committee since October 2022, and has served as a member of MLSH 1’s board since August 2016. Dr. Prahalad has been the President and Chief Executive Officer of Iridia, Inc., a nanotechnology company, since November 2019 and was the President and Chief Executive Officer of Epic Sciences, Inc., a medical diagnostics company, from August 2013 through April 2019. Dr. Prahalad has two decades of experience in the technology and life science industries. From 2007 through 2013, Dr. Prahalad served in multiple roles at Life Technologies, a biotechnology company, including as Vice President of Corporate Strategy. Before Life Technologies, Dr. Prahalad was Vice President of Business Development at Sequenom, Inc., a biotechnology company. Dr. Prahalad received a PhD in biochemistry and molecular pharmacology as well as an MS in medical sciences from Harvard University. Dr. Prahalad also holds a BS in Cellular and Molecular Biology and Economics from the University of Michigan. We determined Dr. Prahalad’s extensive experience in the technology and life sciences industry, in addition to his medical expertise and experience on boards of directors, qualify him to serve as a director on the Board.

  5. Board Meetings and Committees

    | 10. | reviewing and making recommendations to the Board with respect to director compensation; |

  6. Compensation Philosophy and Objectives

    | • | Alignment with long-term shareholders’ interests. We believe our executives’ interests are directly aligned with those of our shareholders through the use of long-term equity incentives that align the value of the compensation program with stock price growth. |

  7. Compensation Philosophy and Objectives

    | • | Motivating achievement of financial goals and strategic objectives. We believe that the compensation of our executives is dependent on the achievement of our short-and long-term financial goals and strategic objectives through our annual cash incentive plan, and our long-term equity compensation, via a mix of stock options, restricted stock unit awards and performance stock unit awards, which rewards the creation of shareholder value. |

  8. Compensation Philosophy and Objectives

    | • | Rewarding superior performance. We believe that performance which exceeds target levels should be appropriately rewarded. We also believe there should be downside risk of below-target payouts if individual performance (as applicable) or Company financial performance is below target or if strategic objectives are not achieved. Except for the CEO and Executive Chairman, each of whose annual incentive plan is fully aligned to Company financial objectives, our annual incentive plan recognizes both Company and individual performance and aligns payouts relative to achievements against target objectives. |

  9. Compensation Philosophy and Objectives

    | Our compensation programs must similarly be tailored to our strategic priorities (which may require changing the performance measures in our incentive plans) and our current outlook (which may impact how we calibrate incentive plan payouts to various levels of performance). |

  10. Compensation Philosophy and Objectives

    | Compensation Component | Purpose | | Base Salary A fixed cash element of compensation paid bi-weekly | ✓ Provide pay that is competitive based on the position, scope of responsibilities, breadth and depth of experience, and performance to date. ✓ Enable the Company to attract, motivate, and retain critical executive talent with the necessary qualifications. | | Bonus A variable cash element tied to the achievement of annual Company financial and individual performance goals | ✓ Focus NEOs on achieving progressively challenging short-term performance goals that align with the Company’s annual operating plan and strategic objectives. ✓ Align incentive payments with results and achievements against targets. | | Equity Awards Stock-based compensation with vesting and other design features intended to align with long-term value creation | ✓ Focus our NEOs on strategic objectives that enhance the value of the business in the short- and long-term. ✓ Support ownership values and deliver retention incentives that increase the commitment needed to deliver on the Company’s strategies over multiple years. ✓ Promote alignment with shareholder interests by incenting stock price appreciation. |

  11. Compensation Philosophy and Objectives

    | (1) The amounts reflected include the grant date fair value of one-half of each of the stock options and the restricted stock units (“RSUs”) awarded October 17, 2022 with a three-year vesting schedule, which were intended to accommodate both the 2022 and 2023 annual equity award cycles but exclude Performance Stock Units (“PSUs”) awarded August 21, 2023, which were intended to restore the incentive nature of a portion of the October 17, 2022 awards, as further described below in the section of this Proxy Statement entitled “Equity Awards – 2023 CEO Challenge Grant.” |

  12. Compensation Philosophy and Objectives

    | (3) The amounts exclude two-thirds of the grant date fair value of the RSUs granted to Mr. Burch on April 17, 2023, which were intended to compensate Mr. Burch for a portion of the equity awards from his prior employer that he forfeited as a result of joining the Company and as further described below in the section of this Proxy Statement entitled “New Hire Compensation – Andrew Burch.” |

  13. Mr. Burch’s New Hire Compensation

    Mr. Burch’s New Hire Compensation Mr. Burch was appointed EVP and General Manager, Nucleic Acid Products on March 13, 2023 and, in connection therewith, the Company entered into an employment agreement with Mr. Burch that provides for an initial annual base salary of $460,000 and an initial target bonus opportunity of $222,312 for 2023. In April 2023, Mr. Burch received an equity award with a grant date fair value of approximately $2.6 million, approximately 22% which was delivered in stock options and approximately 78% of which was delivered in RSUs. Approximately two-thirds of the RSUs were intended to compensate Mr. Burch for a portion of the equity awards from Mr. Burch’s prior employer that Mr. Burch forfeited as a result of joining Maravai, while the stock options and remainder of the RSUs represented Mr. Burch’s 2023 annual equity award. The stock options vest over a four-year period, with 25% vesting on the first anniversary of the grant date and the remaining portion vesting monthly over the three-year period thereafter, while the RSUs vest one-third annually over a three-year period, each subject to Mr. Burch’s continued employment through the applicable vesting date. Under his employment agreement, if Mr. Burch’s employment is terminated by the Company other than for “cause” or if Mr. Burch resigns for “good reason” following a change-in-control, he will be entitled to receive the severance benefits described in the section of this Proxy Statement entitled “Additional Narrative Disclosure – Potential Payments Upon Termination or Change in Control.”

  14. Role of the Compensation Committee and Board

    | • | Establishing performance measures, weightings and targets; |

  15. Role of the Compensation Committee and Board

    | • | Granting equity awards; and |

  16. Role of the Compensation Committee and Board

    | • | Determining payouts. |

  17. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to retain compensation consultants and other advisors to assist it in fulfilling its duties and responsibilities and has directly retained Meridian, an independent compensation consulting firm, to provide research and analysis and to make recommendations on the form and level of executive compensation. The Compensation Committee sought input from Meridian on executive compensation matters for 2023, including the design and competitive position of our executive compensation program, our Peer Group (as defined below), appropriate compensation levels, and evolving compensation trends. Based on its consideration of the various factors set forth in the rules promulgated by the SEC and the Nasdaq listing rules, the Compensation Committee has determined that the work performed by Meridian has not raised any conflict of interest.

  18. Competitive Positioning

    Competitive Positioning Meridian conducted a competitive market analysis in October 2022 to support the Compensation Committee in connection with its executive and non-employee director compensation decisions made in the first half of 2023. To develop an understanding of the competitive marketplace, the Compensation Committee reviewed the executive compensation practices of a group of publicly-traded companies (the “2023 Peer Group”) based on compensation data gathered from publicly-available filings. Meridian worked with the Compensation Committee to establish the Company’s 2023 Peer Group. The Compensation Committee uses the market analysis as a reference point to ensure that our executive compensation program is competitive with market practice. In the case of each executive officer, the Compensation Committee considers the overall compensation of each individual against the compensation data developed through the market analysis, and whether his or her position is sufficiently similar to the positions identified in the data to make the comparison meaningful. Ultimately, the Compensation Committee’s decisions with respect to each executive’s total compensation, and each individual compensation element, are based in large part on its assessment of Company and individual performance as well as other factors, such as internal pay equity. The Compensation Committee and Meridian reviewed and considered factors such as industry, total revenue, market capitalization, growth and profitability margins in determining the 2023 Peer Group that was utilized in making compensation decisions for 2023. The 2023 Peer Group was selected based on the evaluation of all of these factors, and consisted of the following 17 companies:

  19. Competitive Positioning

    | 10x Genomics Inc. | Medpace Holdings, Inc. | | Azenta, Inc. | Natera, Inc. | | Bio-Rad Laboratories, Inc. (1) | Neogen Corporation | | Bio-Techne Corporation | Neurocrine Biosciences, Inc. | | Bruker Corporation (1) | Repligen Corporation | | Globus Medical, Inc. | Sotera Health Company | | Halozyme Therapeutics, Inc. | Tandem Diabetes Care, Inc. (1) | | Insulet Corporation (1) | Waters Corporation (1) | | Masimo Corporation | |

  20. Competitive Positioning

    | (1) New addition for 2023 Peer Group. |

  21. Competitive Positioning

    At the time of the peer group review in July 2022, our own revenue was near the 2023 Peer Group’s 42nd percentile while our market capitalization was near the 2023 Peer Group’s 55th percentile. Relative to the 2022 Peer Group, the Compensation Committee approved the removal of Adaptive Biotechnologies Corporation, Invitae Corporation, and NeoGenomics Inc, as well as the addition of Bio-Rad Laboratories, Inc., Bruker Corporation, Insulet Corporation, Tandem Diabetes Care, Inc. and Waters Corporation. The Compensation Committee approved the changes to the 2023 Peer Group to maintain a focus on sector-relevant companies, maintain a robust sample size, and position the Company closer to median in terms of revenue and market cap of its Peer Group.

  22. Annual Bonus

    Annual Bonus The Compensation Committee periodically reviews and determines (for each NEO other than the CEO and Executive Chairman) and recommends to the Board (for the CEO and Executive Chairman) the target annual bonus award opportunities (expressed as a percentage of base salary) that each of the NEOs is eligible to earn. The target annual bonus award opportunity for each NEO was initially established in his or her employment agreement and is reviewed periodically by the Compensation Committee. The actual annual bonus amount earned each year by our NEOs may be more or less than the target amount depending on an assessment of the performance of the Company (the company performance factor or “CPF”) and, for our NEOs other than the CEO and Executive Chairman, the individual’s performance against a set of pre-established goals and objectives (the individual performance factor or “IPF”), in each case, conducted after the end of the fiscal year. For the 2023 annual bonus (the “2023 Annual Bonus”), CPF referenced both revenue and Adjusted Fully Diluted EPS (“Adjusted EPS”) goals, which were equally weighted. Revenue is GAAP revenue. Adjusted EPS is a non-GAAP financial measure and is defined at the end of this Compensation Discussion and Analysis. The table below illustrates the CPF application to various levels of performance against our 2023 Annual Bonus goals. Revenue and Adjusted EPS achievement relative to 2023 Annual Bonus goals determine performance scores for each metric. For the 2023 Annual Bonus Goals, the revenue target was $460.8 million, and the Adjusted EPS target was $0.42. The applicable performance scores for each metric are averaged together to produce a CPF (expressed as a percentage of target bonus award opportunity, rounded to the next whole percentage point), subject to a maximum CPF equal to 200% of target, which is then multiplied by the NEO’s bonus target. Linear interpolation is applied to the performance scores for performance between threshold and target and between target and maximum. Achievement of 100% of target goals (referencing our 2023 budget) for both revenue and Adjusted EPS would fund a payout at 100% of target bonus award opportunities for the CPF portion of the bonus. For the revenue component, threshold achievement of 80% of the target goal was necessary to fund the minimum payout of 50% of target bonus allocated to the measure, and achievement of 120% or greater of the target goal would result in a maximum payout of 200% of target bonus allocated to the measure. The corresponding achievement percentages for the Adjusted EPS component were 60% and 140% of the target goal. Individual performance objectives for the IPF are described below. In 2023, for our NEOs other than the CEO and Executive Chairman (who did not have an IPF component), the CPF received 80% weighting while the IPF received 20% weighting. Each NEO’s annual bonus payout was determined using the following formulae:

  23. Annual Bonus

    | • | For CEO and Executive Chairman: (Base Salary x Target Bonus %) x (CPF) = Payout |

  24. Annual Bonus

    | • | For other NEOs: [(Base Salary x Target Bonus %) x (CPF x 80%)] + [(Base Salary x Target Bonus %) x (IPF x 20%)] = Payout |

  25. Achievement of Individual Performance Factor

    | | Target Bonus Award Opportunity | | CPF | | IPF | | Actual Bonus Award | | | Name | % of Base Salary | Dollar Value ($) | Weighting | Score | Weighting | Score | % of Target Dollar Value | Dollar Value ($) | | Mr. Martin | 125% | 937,500 | 100% | 0% | 0% | N/A | 0% | 0 | | Mr. Hull | 100% | 757,667 | 100% | 0% | 0% | N/A | 0% | 0 | | Mr. Herde | 70% | 333,396 | 80% | 0% | 20% | 100% | 20% | 66,679 | | Dr. Leddy | 70% | 329,175 | 80% | 0% | 20% | 115% | 23% | 75,710 | | Ms. Dolan | 70% | 319,476 | 80% | 0% | 20% | 110% | 22% | 70,285 | | Mr. Burch (1) | 60% | 222,312 | 80% | 0% | 20% | 100% | 20% | 44,462 |

  26. Achievement of Individual Performance Factor

    | (1) Dollar value represents pro-ration (80.5% of annual amount) for date-of-hire, per terms of Mr. Burch’s employment agreement. |

  27. 2023 Second-Half Bonus

    2023 Second-Half Bonus The Compensation Committee approved a 2023 Second-Half Bonus program (“2H 2023 bonus”), as set forth below. The 2H 2023 bonus was predicated on achievement of a threshold revenue target that was not met, and therefore no payments were made pursuant to the 2H 2023 bonus program. 2H 2023 bonus program development: As the extent and duration of our revenue associated with COVID-19-related products and services came into greater focus during the second quarter of 2023, the Compensation Committee and its independent compensation consultant began the process of reassessing the incentive opportunities for the remainder of 2023 to ensure that the compensation program was accurately and adequately incentivizing employees, including its executive officers, by providing a bonus opportunity linked to achievement of new specific and quantifiable business objectives that were relevant to Company performance within the context of those developments. After consideration of the reduced likelihood of achieving the CPF goals under the 2023 Annual Bonus, the retentive impact of outstanding equity awards, market data, and discussions with the CEO and Executive Chairman, the Compensation Committee approved the 2H 2023 bonus program. Substantially all employees eligible for the 2023 Annual Bonus were also eligible for the 2H 2023 bonus, except our CEO and our Executive Chairman. The Compensation Committee selected a performance metric targeting a fiscal year 2023 revenue of $300 million. In addition, certain executive employee participants, including our NEOs other than our CEO and Executive Chairman, would also have to achieve cost reduction targets to be established by the CEO in order to receive a payout under the 2H 2023 bonus (regardless of revenue performance achievement). These cost reduction targets were never formalized with respect to the 2H 2023 bonus given that, shortly after the 2H 2023 bonus plan was approved, it became apparent that the threshold $300 million revenue target would not be met. Each executive employee participant was eligible to receive a number of RSUs under the Company’s 2020 Omnibus Incentive Plan (the “Omnibus Plan”) as determined by the Committee in consultation with our CEO from a target pool of RSUs having an approximate grant date fair value of $908,302, such calculation to utilize the twenty trading-day volume-weighted average price of the Company’s Class A Common Stock as of the grant date and rounded up to the nearest whole share. Specifically, the 2H 2023 bonus opportunity for each of our NEO participants was a number of RSUs with an aggregate grant date fair value approximately equal to 28% of the NEO’s base salary with respect to Mr. Herde, Dr. Leddy and Ms. Dolan, and 24% of the base salary for Mr. Burch. Such RSUs would vest in full on January 15, 2025, subject to such executive employee participant’s continued employment by the Company or one of its affiliates through such date. There were no opportunities to earn a partial bonus for achievement below the $300 million target and no opportunities to earn an above target payout for exceeding the $300 million target. As previously noted, our actual revenue achievement of $289 million was below the performance metric target of $300 million, and, therefore, no RSUs were issued with respect to the 2H 2023 bonus. The target 2H 2023 bonus award opportunities and actual 2H 2023 bonus payments that were determined by the Compensation Committee for our NEOs are set forth below:

  28. 2023 Second-Half Bonus

    | | 2H 2023 Bonus Award Opportunity | | Actual Bonus Award | | | Name | % of Base Salary | Dollar Value ($) | % of Target Dollar Value | Dollar Value ($) | | Mr. Martin | — | — | — | — | | Mr. Hull | — | — | — | — | | Mr. Herde | 28% | 133,358 | 0% | 0 | | Dr. Leddy | 28% | 131,670 | 0% | 0 | | Ms. Dolan | 28% | 127,790 | 0% | 0 | | Mr. Burch (1) | 24% | 88,925 | 0% | 0 |

  29. 2023 Second-Half Bonus

    | (1) Dollar value represents pro-ration (80.5% of annual amount) for date-of-hire, per terms of Mr. Burch’s employment agreement. |

  30. Equity Awards

    Equity Awards

  31. 2023 Incentive Equity Awards

    2023 Incentive Equity Awards On March 15, 2023, we granted annual equity awards to our NEOs, other than Messrs. Martin and Burch, comprised of a combination of non-qualified stock options and RSUs. We use this combination of non-qualified stock options and RSUs to balance (i) the pay-for-performance and risk orientation of stock options which enhance our pay-for-performance culture and (ii) the retentive effect of time-based RSUs. The Compensation Committee believes this mix to be reasonable considering market practices, the overall level of pay for our executives and the long-term orientation of the equity award vehicles. Approximately 50% of the target value of each award was delivered in stock options and approximately 50% was delivered in RSUs. In addition, as part of his new hire offer we awarded Mr. Burch equity awards as described under the section entitled “New Hire Compensation” above. In addition, we awarded Mr. Martin several awards in connection with his offer to join the Company as CEO in 2022, including an inducement award in the form of 240,038 performance stock units (“PSUs”) that would vest 50% on October 15, 2025 if our 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $60 and an additional 50% if it equals or exceeds $100 (in both cases as adjusted for stock splits, stock dividends and other similar events) for the 60 consecutive trading days immediately preceding October 15, 2025. On August 21, 2023, we awarded Mr. Martin a new award of PSUs as described below that provided a more meaningful incentive in light of the difference between our then-current stock price and the $60 and $100 performance targets associated with the inducement PSUs described above. The independent directors of our Board approved this award based on the recommendation of our Compensation Committee. The award provides for PSUs that will only vest in scenarios that clearly represent significant shareholder value creation above and beyond the August 21, 2023 date of grant closing price of $10.48, as follows:

  32. 2023 Incentive Equity Awards

    | • | 50,000 PSUs to vest if we attain a 60-day volume-weighted average stock price that equals or exceeds $15 on the third anniversary of the grant date (representing a 43% increase relative to our August 21, 2023 closing price of $10.48); |

  33. 2023 Incentive Equity Awards

    | • | An additional 125,000 PSUs to vest if the 60-day volume weighted average stock price equals or exceeds $25 (a 139% increase); and |

  34. 2023 Incentive Equity Awards

    | • | An additional 125,000 PSUs to vest if the 60-day volume weighted average stock price equals or exceeds $30 (a 186% increase). |

  35. 2023 Incentive Equity Awards

    In recommending this award, the Compensation Committee considered the value and vesting schedules of Mr. Martin’s equity holdings, alignment of Mr. Martin’s compensation program with long-term shareholders’ interests, the competitiveness of the compensation program if various alternatives were implemented (including modifying his 2022 inducement award or making no award to Mr. Martin in 2023), and recommendations and research prepared by Meridian. The Compensation Committee believes that the 2023 award of PSUs improves the incentive nature of Mr. Martin’s compensation program, and will not represent additional dilution to shareholders unless the new $15, $25 and $30 performance targets are achieved or if the PSUs are converted into RSUs that vest based on service alone in the event of a change in control. The Compensation Committee approved the following equity incentives to our NEOs in 2023:

  36. 2023 Incentive Equity Awards

    | | | | Number of Awards by Type | | | | Name | Date of Grant | Aggregate Grant Date Fair Value ($) | Stock Options (1) | Restricted Stock Units (2) | Performance Stock Units (maximum) (3) | | Mr. Martin | 8/21/2023 | 1,314,000 | — | — | 300,000 | | Mr. Hull | 3/15/2023 | 4,405,130 | 270,109(4) | 147,638 | — | | Mr. Herde | 3/15/2023 | 2,244,382 | 143,000(4) | 72,507 | — | | Dr. Leddy | 3/15/2023 | 2,244,382 | 143,000(4) | 72,507 | — | | Ms. Dolan | 3/15/2023 | 1,726,453 | 110,000(4) | 55,775 | — | | Mr. Burch | 4/17/2023 | 2,567,656 | 80,000(5) | 141,011 | — |

  37. 2023 Incentive Equity Awards

    | (1) For Messrs. Hull and Herde, Ms. Dolan and Dr. Leddy, the stock options vest over a four-year period in equal monthly increments starting April 15, 2023, in each case subject to continued employment through each vesting date. For Mr. Burch, the stock options vest over a four-year period, with 25% vesting on April 15, 2024, and the remainder vesting in equal monthly installments over the following thirty-six months, subject to continued employment through each vesting date. |

  38. 2023 Incentive Equity Awards

    | (2) For Messrs. Hull and Herde, Ms. Dolan and Dr. Leddy, the RSUs vest one-third annually over a three-year period starting March 15, 2024, in each case subject to continued employment through each vesting date. For Mr. Burch, the RSUs vest one-third annually over a three-year period starting April 15, 2024, in each case subject to continued employment through each vesting date. |

  39. 2023 Incentive Equity Awards

    | (3) The performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds specific amounts on August 21, 2026. In the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $15 (as adjusted for stock splits, stock dividends and other similar events) for the 60 consecutive trading days immediately preceding August 21, 2026, then 50,000 of the performance stock units will vest. An additional 125,000 will vest on August 21, 2026 if the volume-weighted average stock price equals or exceeds $25 and an additional 125,000 will vest on August 21, 2026 if the volume-weighted average stock price equals or exceeds $30. In each case vesting is also subject to Mr. Martin’s continued employment through such date. In addition, in the event of a Change in Control (as defined in the Omnibus Plan) prior to August 21, 2026, the performance stock units will convert into time-based restricted stock units that will vest in their entirety on August 21, 2026, subject to Mr. Martin’s continued employment through such date. |

  40. 2023 Incentive Equity Awards

    | (4) Exercise price of $15.52. |

  41. 2023 Incentive Equity Awards

    | (5) Exercise price of $14.14. |

  42. 2023 Amendments to Certain Outstanding Incentive Equity Awards

    2023 Amendments to Certain Outstanding Incentive Equity Awards On May 8, 2023, we amended the stock option and restricted stock unit award agreements under which our NEOs held outstanding and unvested stock options and restricted stock units under the Omnibus Plan to provide that such options and RSUs will become 100% vested and exercisable (as applicable) if such NEO’s employment is terminated by us without “cause” or by the NEO for “good reason” within two years, instead of one year, following a “change in control,” each as defined in the NEO’s employment agreement. These amendments were made in connection with, and contingent upon, the NEOs’ acceptance of the Revised Severance Benefits (as defined below), to align the timeframe following a “change in control” in which a termination without “cause” or a resignation for “good reason” triggers (i) the acceleration of vesting of such awards and (ii) eligibility to receive the Revised Severance Benefits. Additionally, on April 20, 2023, Mr. Hull’s stock option award granted on March 15, 2023 was also amended to provide that the option would no longer expire early due to termination of Mr. Hull’s employment unless he is terminated for cause. Furthermore, we amended the award agreement pursuant to which Mr. Martin was granted 240,038 PSUs on October 17, 2022 (the “Martin PSU Grant Date”), to provide that, in the event a change in control occurs prior to the third anniversary of the Martin PSU Grant Date, and therefore the PSUs automatically convert into time- based restricted stock units pursuant to the terms of the award agreement, the RSUs would vest immediately upon a termination of Mr. Martin by the Company without “cause” or by Mr. Martin for “good reason” (each, as defined in Mr. Martins’ employment agreement) occurring within two years of such change in control, instead of one year.

  43. Incentive Units

    Incentive Units Prior to our 2020 IPO, we offered equity incentives to certain of our NEOs through grants of incentive units in MLSH 1 (the “MLSH 1 Units”). Certain of these incentive unit awards were subject to time-based vesting requirements and accelerated vesting upon the occurrence of certain terminations of employment and certain change-in-control events, and the remaining incentive unit awards were subject to market and performance-based vesting requirements and would terminate if such performance-based vesting requirements were not met upon certain change-in-control events. The consummation of our IPO did not trigger accelerated vesting of any of the MLSH 1 Units that were subject to time-based vesting requirements; however, the vesting of the incentive units subject to performance-based vesting requirements was achieved as a result of the IPO. Outstanding MLSH 1 Units held by our NEOs are described under the section entitled “Outstanding Equity Awards at Fiscal Year-End” below.

  44. Stock Options

    Stock Options In connection with our IPO, we granted certain employees, including our NEOs, stock options with respect to our Class A common stock pursuant to the Omnibus Plan. These stock option awards vest over four years with 25% vesting on the first anniversary of the grant date and the remaining portion of the awards vesting monthly over the three-year period thereafter, subject to the recipient’s continued employment through each vesting date. These stock options were issued with an exercise price equal to the IPO price of $27.00 per share.

  45. Employment Agreements and Severance Benefits

    Employment Agreements and Severance Benefits We are party to employment agreements with our NEOs, which provide eligibility for severance payments and benefits in connection with certain qualifying terminations of employment, including enhanced severance payments and benefits in connection with such qualifying termination that occurs in connection with a change in control. In May 2023, we amended the terms of the employment agreements with each of Ms. Dolan, Messrs. Herde, Hull and Martin, and Dr. Leddy to provide that the NEOs are entitled to such enhanced severance benefits upon a qualifying termination that occurs within two years following a change in control, where previously, only Messrs. Hull and Martin were entitled to enhanced severance benefits upon a qualifying termination in connection with a change in control, and such enhanced severance was triggered only if such qualifying termination occurred within one year following a change in control. The foregoing amendments were the result of our offer to each NEO to enter into an amended and restated employment agreement providing for revised severance benefits (the “Revised Severance Benefits”) that (a) provide for more consistent benefits among similarly situated executives and (b) are better aligned with market practices. The terms of the employment agreements with our NEOs are described in the sections captioned “Narrative to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table” and “Potential Payments upon a Termination of Employment or a Change in Control.” The NEOs’ outstanding equity awards are generally subject to accelerated vesting upon certain qualifying terminations of employment that occur within two years of a change in control. For additional detail, see the section titled “—Equity Awards—2023 Amendments to Certain Outstanding Incentive Equity Awards” above and the section titled “Potential Payments upon a Termination of Employment or a Change in Control” below.

  46. Prohibition on Option Re-Pricing and Backdating

    Prohibition on Option Re-Pricing and Backdating The Compensation Committee does not re-price and has not re-priced options to purchase shares of our Class A common stock, consistent with the Omnibus Plan, which prohibits re-pricing of equity awards without shareholder approval. The grant date for each equity award is based on the date the award is approved by the Compensation Committee or the independent members of the Board, as applicable. Options to purchase shares of our Class A common stock are granted with an exercise price equal to the closing market price of our Class A common stock on the date of grant.

  47. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  48. Summary Compensation Table

    Summary Compensation Table

  49. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Carl Hull Executive Chairman and Former Interim Chief Executive Officer | 2023 | 617,668 | — | 2,291,342 | 2,308,003(6) | — | — | 5,217,013 | | | 2022 | 721,383 | — | 2,147,712 | 1,879,416 | 732,290 | — | 5,480,801 | | | 2021 | 580,769 | — | — | — | 1,200,000 | — | 1,780,769 | | William E. Martin, III (7) Chief Executive Officer | 2023 | 750,000 | — | 1,314,000 | — | — | 237,864 | 2,301,864 | | | 2022 | 660,385 | 470,000 | 8,026,629 | 4,427,248 | 937,500 | 1,731 | 14,523,493 | | Kevin Herde Chief Financial Officer | 2023 | 472,791 | 66,679 | 1,125,309 | 1,119,073 | — | 9,150 | 2,793,002 | | | 2022 | 448,431 | — | 513,240 | 449,966 | 320,695 | 9,150 | 1,741,482 | | | 2021 | 412,788 | — | — | — | 420,000 | 8,810 | 841,598 | | Peter Leddy, PhD (7) Chief Administrative Officer | 2023 | 467,135 | 75,710 | 1,125,309 | 1,119,073 | — | 40,549 | 2,827,776 | | | 2022 | 333,654 | 100,000 | 1,583,640 | 1,582,862 | 318,150 | 5,192 | 3,923,498 | | Andrew Burch (8) President, Nucleic Acid Production | 2023 | 371,539 | 44,462 | 1,993,896 | 573,760 | — | 9,150 | 2,992,807 | | Christine Dolan General Manager, Cygnus Technologies | 2023 | 455,444 | 70,285 | 865,628 | 860,825 | — | 10,900 | 2,263,082 | | | 2022 | 436,557 | — | 447,440 | 391,545 | 310,260 | 9,150 | 1,594,953 | | | 2021 | 411,887 | — | — | — | 424,001 | 8,782 | 844,670 |

  50. Summary Compensation Table

    | (1) The amounts reported in the Bonus column for 2023 represent the portion of the 2023 Annual Bonus paid out to Messrs. Herde and Burch, Dr. Leddy and Ms. Dolan in respect of the discretionary IPF component. For additional information about the 2023 Annual Bonus, see the section entitled “Annual Bonus” above. |

  51. Summary Compensation Table

    | (2) The amounts reported in the Stock Awards column for all NEOs, other than Mr. Martin, represent the grant date fair value of restricted stock units with respect to our Class A common stock, in each case, granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The amount reported in this column for Mr. Martin represents the grant date fair value of performance stock units with respect to our Class A common stock (the “Martin PSUs”) and restricted stock units with respect to our Class A common stock, in each case, granted to Mr. Martin as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the Martin PSUs are set forth in Note 1 to the consolidated financial statements included in our Annual Report Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting cost for these performance stock units and do not correspond to the actual economic value that may be received by the NEOs for the performance stock units, as applicable. |

  52. Summary Compensation Table

    | (3) The amounts reported in the Option Awards column for all NEOs represent the grant date fair value of, for 2023, stock options with respect to our Class A common stock (the “2023 Options”) granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the 2023 Options in the Option Awards column are set forth in Note 13 to the consolidated financial statements included in our Annual Report Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column include the incremental impact upon modification, if applicable, and |

  53. Summary Compensation Table

    | reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the NEOs for the stock options. See “Compensation Discussion and Analysis—Equity Awards” for additional details. |

  54. Summary Compensation Table

    | (4) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect bonuses paid to the NEOs for 2021, with respect to the fiscal year ended December 31, 2021, for 2022, with respect to the fiscal year ended December 31, 2022. No payouts were earned by any of our NEOs with respect to the CPF component of the 2023 Annual Bonus. See the section entitled “Annual Bonus” above and “Narrative Disclosure to Summary Compensation Table—Employment Agreements” below for additional details. |

  55. Summary Compensation Table

    | (5) The amounts reported in the All Other Compensation column for 2023 include 401(k) plan matching contributions made on behalf of the NEOs during the fiscal year ended December 31, 2023. See “Compensation Discussion and Analysis—Retirement Plan, ESPP, Health and Welfare Benefits, and Perquisites” for additional information regarding 401(k) plan contributions. |

  56. Summary Compensation Table

    | (6) Amount shown includes $194,213 of incremental expense related to the modification of a stock option award granted to Mr. Hull on March 15, 2023. See “Compensation Elements—Equity Awards—2023 Amendments to Outstanding Incentive Equity Awards” for additional details. |

  57. Summary Compensation Table

    | (7) Mr. Martin and Dr. Leddy were not named executive officers for the fiscal year ended December 31, 2021; therefore, we did not include their prior compensation. |

  58. Summary Compensation Table

    | (8) Mr. Burch was not a named executive officer for the fiscal years ended December 31, 2021 or December 31, 2022; therefore, we did not include his prior compensation. |

  59. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 2023 with respect to our NEOs.

  60. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | 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 ($/Sh) | Grant date fair value of stock and option awards (2) | | Name | Grant Date | Approval Date | Threshold ($) | Maximum ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Carl Hull | | | 189,417 | 757,667 | 1,515,334 | | | | | | | | | | 3/15/2023(3) | 2/9/2023(4) | | | | | | | | 270,109 | 15.52 | 2,113,788 | | | 3/15/2023(5) | 2/9/2023(4) | | | | | | | 147,638 | | | 2,291,342 | | | | 4/20/2023(4) | | | | | | | | | | 194,213(6) | | William E. Martin, III | | | 234,375 | 937,500 | 1,875,000 | | | | | | | | | | 8/21/2023(7) | | | | | 50,000 | 175,000 | 300,000 | | | | 1,314,000 | | Kevin Herde | | | 66,679 | 266,717 | 533,434 | | | | | | | | | | 3/15/2022(3) | 1/31/2023(8) | | | | | | | | 143,000 | 15.52 | 1,119,073 | | | 3/15/2022(5) | 1/31/2023(8) | | | | | | | 72,507 | | | 1,125,309 | | Peter Leddy, PhD | | | 65,835 | 263,340 | 526,680 | | | | | | | | | | 3/15/2022(3) | 1/31/2023(8) | | | | | | | | 143,000 | 15.52 | 1,119,073 | | | 3/15/2022(5) | 1/31/2023(8) | | | | | | | 72,507 | | | 1,125,309 | | Andrew Burch | | | 44,462 | 177,850 | 355,700 | | | | | | | | | | 4/17/2022(9) | 4/11/2023(8) | | | | | | | | 80,000 | 14.14 | 573,760 | | | 4/17/2022(10) | 4/11/2023(8) | | | | | | | 141,011 | | | 1,993,896 | | Christine Dolan | | | 63,895 | 255,581 | 511,161 | | | | | | | | | | 3/15/2022(3) | 1/31/2023(8) | | | | | | | | 110,000 | 15.52 | 860,825 | | | 3/15/2022(5) | 1/31/2023(8) | | | | | | | 55,775 | | | 865,628 |

  61. 2023 Grants of Plan-Based Awards

    | (1) Represents threshold, target and maximum annual cash incentive for the CPF component of the 2023 Annual Bonus opportunities granted to our NEOs. For Messrs. Hull and Martin, their target annual cash incentive was solely based on the CPF component and for Ms. Dolan, Messrs. Herde and Burch, and Dr. Leddy, 80% of their target annual cash incentive was based on the CPF component and 20% of their target annual cash incentive was based on the discretionary IPF component, which is not reported in this table but is described above in the section entitled “Compensation Discussion and Analysis—Compensation Elements—Annual Bonus.” The threshold amount for each executive officer is 25% of the target with respect to the portion attributable to the CPF, as the minimum amount payable if threshold performance for the CPF is achieved. If the threshold is not achieved with respect to the CPF, the payment with respect to the portion of the target amount attributable to the CPF would be zero. The maximum amount for each executive officer is 200% of the portion of the target attributable to the CPF. The pre-established company performance metrics for the CPF for the 2023 fiscal year consisted of Revenue (weighted 50%) and Adjusted Diluted EPS (weighted 50%). |

  62. 2023 Grants of Plan-Based Awards

    | (2) Grant date fair values reported were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. See Footnotes 2 and 3 to the “Summary Compensation Table” above for assumptions used in calculating the grant date fair values of the equity awards reported herein. |

  63. 2023 Grants of Plan-Based Awards

    | (3) Amount shown is the number of stock options with respect to our Class A common stock awarded on March 15, 2023. The stock options will vest in equal installments on the 15th of every month from April 2023 through March 2027, subject to such NEO’s continued employment through each vesting date. |

  64. 2023 Grants of Plan-Based Awards

    | (4) Represents the date such equity award or award modification was approved by the Board. |

  65. 2023 Grants of Plan-Based Awards

    | (5) Amount shown is the number of time-based restricted stock units with respect to our Class A common stock awarded on March 15, 2023. The restricted stock units will vest in equal installments on March 15 of each of 2024, 2025 and 2026, subject to such NEO’s continued employment through each vesting date. |

  66. 2023 Grants of Plan-Based Awards

    | (6) Amount represents the incremental expense related to the modification of the stock option award granted to Mr. Hull on March 15, 2023. See “Compensation Elements—Equity Awards—2023 Amendments to Outstanding Incentive Equity Awards” for additional details. |

  67. 2023 Grants of Plan-Based Awards

    | (7) Amount shown is the number of performance stock units with respect to our Class A common stock awarded on August 21, 2023. 50,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $15 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, an additional 125,000 performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $25 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, and the remaining 125,000 performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $30 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, in each case subject to Mr. Martin’s continued employment through such date. |

  68. 2023 Grants of Plan-Based Awards

    | (8) Represents the date such equity award was approved by the Compensation and Leadership Development Committee. |

  69. 2023 Grants of Plan-Based Awards

    | (9) Amount shown is the number of time-based stock options with respect to our Class A common stock awarded on April 17, 2023, as part of Mr. Burch’s employment agreement (the “Burch Option”). Twenty-five percent of the Burch Option will vest on April 15, 2024, and the remainder of the Burch Option will vest in equal monthly installments over the following thirty-six months, subject to Mr. Burch’s continued employment through such dates. |

  70. 2023 Grants of Plan-Based Awards

    | (10) Amount shown is the number of time-based restricted stock units with respect to our Class A common stock awarded on April 17, 2023, as part of Mr. Burch’s employment agreement. The restricted stock units will vest at a rate of one-third of the grant per year on April 15, 2024, April 15, 2025, and April 15, 2026, subject to Mr. Burch’s continued employment through such dates. |

  71. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes, for each of the NEOs, the number of stock options with respect to our Class A common stock, restricted stock units with respect to our Class A common stock and MLSH 1 Units held as of December 31, 2023.

  72. Outstanding Equity Awards at Fiscal Year-End

    | Name (1) | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (18) | | Carl Hull | | | | | | | | | | | Stock Options | 3/15/2023 | 50,645 | 219,464(2) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 147,638(10) | 967,029 | | | | Stock Options | 1/25/2022 | 69,300 | 81,900(3) | 26.32 | 1/25/2032 | | | | | | Restricted Stock Units | 1/25/2022 | | | | | 54,400(11) | 356,320 | | | | Stock Options | 11/19/2020 | 46,250 | 13,750(4) | 27.00 | 11/19/2030 | | | | | | MLSH 1 Incentive Units | 6/20/2019 | 86,000 | 14,000(5) | N/A(9) | N/A(9) | | | | | | MLSH 1 Incentive Units | 3/18/2014 | 392,541 | — | N/A(9) | N/A(9) | | | | | | William E. Martin, III | | | | | | | | | | | Performance Stock Units | 8/21/2023 | | | | | | | 300,000(16) | 1,965,000 | | Stock Options | 10/17/2022 | 117,818 | 286,128(6) | 19.42 | 10/17/2032 | | | | | | Restricted Stock Units | 10/17/2022 | | | | | 60,009(12) | 393,059 | | | | Restricted Stock Units | 10/17/2022 | | | | | 152,024(13) | 995,757 | | | | Performance Stock Units | 10/17/2022 | | | | | | | 240,038(17) | 1,572,249 | | Kevin Herde | | | | | | | | | | | Stock Options | 3/15/2023 | 26,813 | 116,187(2) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 72,507(10) | 474,921 | | | | Stock Options | 1/25/2022 | 16,592 | 19,608(3) | 26.32 | 1/25/2032 | | | | | | Restricted Stock Units | 1/25/2022 | | | | | 13,000(11) | 85,150 | | | | Stock Options | 11/19/2020 | 46,250 | 13,750(4) | 27.00 | 11/19/2030 | | | | | | MLSH 1 Incentive Units | 12/13/2019 | 20,000 | 5,000(7) | N/A(9) | N/A(9) | | | | | | MLSH 1 Incentive Units | 5/30/2017 | 91,754 | — | N/A(9) | N/A(9) | | | | | | Peter Leddy, PhD | | | | | | | | | | | Stock Options | 3/15/2023 | 26,813 | 116,187(2) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 72,507(10) | 474,921 | | | | Stock Options | 7/15/2022 | 43,525 | 79,368(4) | 24.94 | 7/15/2032 | | | | | | Restricted Stock Units | 7/15/2022 | | | | | 42,332(14) | 277,275 | | | | Andrew Burch | | | | | | | | | | | Stock Options | 4/17/2023 | — | 80,000(8) | 14.14 | 4/17/2033 | | | | | | Restricted Stock Units | 4/17/2023 | | | | | 141,011(15) | 923,622 | | | | Christine Dolan | | | | | | | | | | | Stock Options | 3/15/2023 | 20,625 | 89,375(2) | 15.52 | 3/15/2033 | | | | | | Restricted Stock Units | 3/15/2023 | | | | | 55,775(10) | 365,326 | | | | Stock Options | 1/25/2022 | 14,438 | 17,062(3) | 26.32 | 1/25/2032 | | | | | | Restricted Stock Units | 1/25/2022 | — | | | | 11,333(11) | 74,231 | | | | Stock Options | 11/19/2020 | 46,250 | 13,750(4) | 27.00 | 11/19/2030 | | | | | | MLSH 1 Incentive Units | 6/20/2019 | 12,000 | 3,000(5) | N/A(9) | N/A(9) | | | | | | MLSH 1 Incentive Units | 10/1/2018 | 15,000 | | N/A(9) | N/A(9) | | | | | | MLSH 1 Incentive Units | 12/27/2017 | 50,000 | — | N/A(9) | N/A(9) | | | | |

  73. Outstanding Equity Awards at Fiscal Year-End

    | (1) This table reflects information regarding stock options with respect to our Class A common stock, restricted stock units with respect to our Class A common stock and MLSH 1 Units granted to our Named Executive Officers that were outstanding as of December 31, 2023. For more information on these stock options and incentive units, see “Compensation Discussion and Analysis—Equity Awards.” |

  74. Outstanding Equity Awards at Fiscal Year-End

    | (2) Under the terms of the applicable stock option award agreement, these stock options will vest in equal installments on the 15th of every month from April 2023 through March 2027, subject to such executive’s continued employment through each vesting date. |

  75. Outstanding Equity Awards at Fiscal Year-End

    | (3) Under the terms of the applicable stock option award agreement, these stock options will vest in equal installments on the 15th of every month from March 2022 through February 2026, subject to such executive’s continued employment through each vesting date. |

  76. Outstanding Equity Awards at Fiscal Year-End

    | (4) Under the terms of the applicable stock option award agreement, these stock options vest 25% on the first anniversary of the grant date and monthly thereafter over the next three years, subject to such executive’s continued employment through each vesting date. |

  77. Outstanding Equity Awards at Fiscal Year-End

    | (5) Under the terms of the applicable incentive unit award documentation, these incentive units will vest on June 20 of 2024, so long as Mr. Hull or Ms. Dolan, as applicable, remains employed through such dates, and vesting of such incentive units accelerates upon a qualifying sale of MLSH 1. |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (6) Under the terms of the applicable stock option award agreement, these stock options vest 25% on October 15, 2023, and monthly thereafter over the next three years subject to Mr. Martin’s continued employment through each vesting date. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (7) Under the terms of the applicable incentive unit award documentation, these incentive units will vest on December 13 of 2024, so long as Mr. Herde remains employed through such dates, and vesting of such incentive units accelerates upon a qualifying sale of MLSH 1. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (8) Under the terms of the applicable stock option award agreement, these stock options vest 25% on April 15, 2024, and monthly thereafter over the next three years subject to Mr. Burch’s continued employment through each vesting date. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (9) These equity awards are not traditional options and, therefore, there is no exercise price or option expiration date associated with them. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (10) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest in equal installments on March 15 of each of 2024, 2025 and 2026, subject to such executive’s continued employment through each vesting date. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (11) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest in equal installments on February 15 of each of 2024 and 2025, subject to such executive’s continued employment through each vesting date. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (12) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest on October 15 of 2024, subject to Mr. Martin’s continued employment through each vesting date. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (13) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest in equal installments on October 15 of each of 2024 and 2025, subject to Mr. Martin’s continued employment through each vesting date. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (14) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest in equal installments on July 15 of each of 2024 and 2025, subject to Dr. Leddy’s continued employment through each vesting date. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (15) Under the terms of the applicable restricted stock unit award agreement, these restricted stock units will vest in equal installments on April 15 of each of 2024, 2025 and 2026, subject to Mr. Burch’s continued employment through each vesting date. |

  88. Outstanding Equity Awards at Fiscal Year-End

    | (16) Under the terms of the applicable performance stock unit award agreement, 50,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $15 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, an additional 125,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $25 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, and the remaining 125,000 of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $30 (as adjusted for stock splits, stock dividends and other similar events) on August 21, 2026, in each case subject to Mr. Martin’s continued employment through such date. |

  89. Outstanding Equity Awards at Fiscal Year-End

    | (17) Under the terms of the applicable performance stock unit award agreement, 50% of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $60 (as adjusted for stock splits, stock dividends and other similar events) on October 17, 2025, and the remaining fifty percent of the performance stock units will vest in the event the 60-day trading volume-weighted average stock price of our Class A common stock equals or exceeds $100 (as adjusted for stock splits, stock dividends and other similar events) on October 17, 2025, in each case subject to Mr. Martin’s continued employment through such date. |

  90. Outstanding Equity Awards at Fiscal Year-End

    | (18) Represents the value of accelerated equity awards as of 12/31/23 based on fair market value of $6.55 per share. |

  91. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth certain information with respect to the vesting of stock awards and MLSH 1 Units during the fiscal year ended December 31, 2023 with respect to our NEOs. No options held by NEOs were exercised, nor did any PSUs held by NEOs vest, during the fiscal year ended December 31, 2023.

  92. Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Carl Hull | 41,200 | 414,256 | | William E. Martin, III | 136,022 | 1,025,606 | | Kevin Herde | 11,500 | 98,995 | | Peter Leddy, PhD | 21,166 | 264,998 | | Andrew Burch | — | — | | Christine Dolan | 11,667 | 86,308 |

  93. Options Exercised and Stock Vested

    | (1) The amounts in this column represent the number of RSU shares or MLSH 1 Units that vested in the fiscal year ended December 31, 2023. With respect to RSUs, the actual number of shares issued was the number of shares vested reduced by the number of shares withheld to satisfy applicable tax withholdings. |

  94. Options Exercised and Stock Vested

    | (2) The value realized equals the closing price of our Class A Common Stock on the vesting dates, multiplied by the number of restricted stock units that vested. The amount reflected does not include any value with respect to any MLSH 1 Units that vested in the fiscal year ended December 31, 2023, if applicable, as such equity awards are not traditional options and, therefore, there is no immediate value realized on vesting. |

  95. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of the NEOs are party to employment agreements that provide for severance benefits (as described below), in the event the NEO’s employment is terminated (i) by the Board without “cause” (a “Termination without Cause”) or, with respect to certain NEOs, by such NEOs for “good reason” (a “Termination for Good Reason”), prior to a Change in Control (as defined in the Omnibus Plan) or (ii) more than two years after a Change in Control. Additionally, the NEOs are entitled to enhanced severance benefits upon a termination without “cause” or a resignation for “good reason” that occurs upon or within two years immediately following a Change in Control (a “Change in Control Termination”). Such severance benefits, in each case, are subject to each NEO’s execution and non-revocation of a general release of claims. Upon a termination for any reason, the NEO will receive any payments or benefits that have been accrued through the date of termination or are required to be paid pursuant to applicable law. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, as amended on July 27, 2023, between Mr. Hull, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Hull is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Hull’s severance benefits consist of: any earned and unpaid annual bonus for the calendar year ending prior to the date of termination (“Earned Bonus Severance”); a pro-rated target annual bonus for the fiscal year during which Mr. Hull’s termination occurs (the “Pro Rata Bonus Severance”); and continued payment of base salary (the “Base Salary Severance”) for a period of 12 months, payable during the 12 month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination. Additionally, Mr. Hull will receive a payment equivalent to the amount the COBRA premium would be for Mr. Hull’s health coverage prior to the termination (for Mr. Hull and Mr. Hull’s family to the extent applicable) (the “COBRA Severance”) for up to 12 months. In the event of a Change in Control Termination, Mr. Hull will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; an amount equal to two times the greatest of: (I) Mr. Hull’s target annual bonus for the fiscal year in which the Change in Control Termination occurs; (II) the calculation of an annual bonus based on (a) Mr. Hull’s annual base salary and annual bonus target in place at the time of the Change in Control and (b) the average of the Company Performance Factor achievement percentage applied to calculate annual bonuses under the Company’s annual bonus program with respect to the two fiscal years prior to the fiscal year in which the Change in Control Termination occurs; and (III) the annualized amount accrued by the Company in its financial statements as of the date of the Change in Control Termination with respect to Mr. Hull’s annual bonus for the fiscal year in which the Change in Control Termination occurs, in each case payable during the twenty-four month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination (“CIC Termination Bonus Severance”); and COBRA Severance for up to 18 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Martin, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Martin is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Martin’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months of Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Mr. Martin will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Mr. Herde, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Mr. Herde is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Mr. Herde’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months of Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Mr. Herde will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months.. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Dr. Leddy, Maravai LifeSciences Holdings, Inc. and Maravai Intermediate Holdings, LLC, Dr. Leddy is entitled to certain severance benefits upon a Termination without Cause, a Termination for Good Reason or a Change in Control Termination. Dr. Leddy’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Dr. Leddy will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months.

  96. Potential Payments Upon Termination or Change in Control

    Pursuant to the Second Amended and Restated Employment Agreement entered into as of February 25, 2024, between Mr. Burch, Maravai LifeSciences Holdings, Inc. and TriLink Biotechnologies, LLC, Mr. Burch is entitled to certain severance benefits upon a Termination without Cause or a Change in Control Termination. Mr. Burch’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Mr. Burch will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. Pursuant to the Amended and Restated Employment Agreement entered into as of May 8, 2023, between Ms. Dolan, Maravai LifeSciences Holdings, Inc. and Cygnus Technologies, LLC, Ms. Dolan is entitled to certain severance benefits upon a Termination without Cause or a Change in Control Termination. Ms. Dolan’s severance benefits consist of: Earned Bonus Severance; Pro Rata Bonus Severance; 12 months continued Base Salary Severance, payable during the 12-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 12 months. In the event of a Change in Control Termination, Ms. Dolan will receive: the Earned Bonus Severance; the Pro Rata Bonus Severance; the CIC Termination Bonus Severance; 24 months of Base Salary Severance, payable during the 24-month period commencing on the date of termination in substantially equal installments in accordance with regular payroll practices as in effect on the date of the termination; and COBRA Severance for up to 18 months. No NEO shall be entitled to receive the severance benefits described above unless such NEO has timely executed and delivered within 30 calendar days of such NEO’s separation, or, in the event that the NEO’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is 60 days following the date of such NEO’s separation, a general release and separation agreement (a “Release Agreement”) (and such Release Agreement shall become in full force and effect and not have been timely revoked as may be permitted by its terms), and such NEO shall be entitled to receive such severance benefits only so long as such NEO has not breached any of the provisions of such Release Agreement or the Non-Competition and Non-Solicitation Covenants (as defined below). The employment agreements also subject the NEOs to certain restrictive covenants, including perpetual confidentiality, assignment of inventions, non-competition and non-solicitation covenants (the “Non-Competition and Non-Solicitation Covenants”). The Non-Competition and Non-Solicitation Covenants apply during each of the NEO’s employment. As described above in the section “Compensation Elements—Equity Awards—2023 Amendments to Outstanding Incentive Equity Awards,” in May 2023 we amended the then-outstanding and unvested stock options, RSUs and PSUs held by our NEOs to provide for accelerated vesting upon certain qualifying terminations of employment within two years following a change in control. The PSUs granted to Mr. Martin in August 2023 also provide for accelerated vesting upon certain qualifying terminations of employment within two years following a change in control. Additionally, as described above in the section “Compensation Elements—Equity Awards—2023 Amendments to Outstanding Incentive Equity Awards,” Mr. Hull’s stock option award granted March 15, 2023 was also amended to provide that the option would no longer expire early due to termination of Mr. Hull’s employment unless he is terminated for cause. A NEO’s outstanding MLSH 1 Units that vest based on time will become 100% vested upon a “sale” of MLSH 1, which is generally the sale of (i) MLSH 1’s equity securities pursuant to which an independent third party or parties acquires a majority of the equity securities or voting power to elect a majority of the board of directors of MLSH 1 or (ii) all or substantially all of MLSH 1’s assets on a consolidated basis (a “MLSH 1 Sale”). The following table sets forth quantitative estimates of the benefits that would have accrued to each of our NEOs if such NEO’s employment had been terminated without cause on December 31, 2023. Amounts below reflect potential payments pursuant to the employment agreements for such NEOs.

  97. Potential Payments Upon Termination or Change in Control

    | | Qualifying Termination (Non-Change in Control) | | Qualifying Termination (Change in Control) | | | Change in Control | | Name of Executive Officer | Cash Severance Benefits ($) (1) | Continued Health Benefits ($) | Cash Severance Benefits ($) (2) | Continued Health Benefits ($) | Value of Accelerated Equity Awards ($) (3) | Value of Accelerated Equity Awards ($) (4) | | Carl Hull | 1,257,667 | 19,384 | 4,038,245 | 29,076 | 1,323,349 | — | | William E. Martin, III | 1,687,500 | 27,428 | 4,331,250 | 41,142 | 4,926,065 | N/A | | Kevin Herde | 809,676 | 27,428 | 2,222,132 | 41,142 | 560,071 | — | | Peter Leddy, PhD | 799,425 | 27,428 | 1,933,292 | 41,142 | 752,195 | N/A | | Andrew Burch | 682,312 | 19,384 | 1,252,712 | 29,076 | 923,622 | N/A | | Christine Dolan | 775,870 | 19,384 | 2,129,352 | 29,076 | 439,557 | — |

  98. Potential Payments Upon Termination or Change in Control

    | (1) Represents the potential payments upon a Termination without Cause or a Termination for Good Reason, as applicable, on December 31, 2023. |

  99. Potential Payments Upon Termination or Change in Control

    | (2) Represents the potential payments upon a Change in Control Termination in connection with or within the two-year period following a Change in Control. |

  100. Potential Payments Upon Termination or Change in Control

    | (3) Represents the value of accelerated vesting of restricted stock units (and for Mr. Martin, including performance stock units that converted to restricted stock units in connection with a Change in Control occurring on December 31, 2023) that would have vested upon a Qualifying Termination in connection with or within the two-year period following a Change in Control. The exercise price of all stock options held by the NEOs exceeded the market price of our Class A common stock on December 31, 2023, and therefore such stock options would have no value if accelerated on such date. |

  101. Potential Payments Upon Termination or Change in Control

    | (4) If a MSLH 1 Sale occurred on December 31, 2023, the NEO’s outstanding MLSH 1 Units, if any, would have accelerated and vested upon such MLSH 1 Sale. The value that would have been conferred to the NEO in connection with such MLSH 1 Sale in respect of such outstanding MLSH 1 Units, including the value attributable to payments that would have been accelerated under the Tax Receivable Agreement, is not determinable as of December 31, 2023, and therefore was excluded from the table above. |

  102. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors are eligible to receive the annual cash retainers listed below for their service on the Board and committees of the Board. Non-employee directors who are employees of GTCR or its affiliates have agreed or are otherwise obligated to transfer all or a portion of the cash compensation they receive for their service as directors to GTCR or its affiliates. The retainers are paid in arrears in four equal quarterly installments and prorated for any partial year of service on the Board.

  103. Non-Employee Director Compensation Policy

    | Position | Retainer ($) | | Board Member | 60,000 | | Audit Committee: | | | Chair | 25,000 | | Committee Member | 12,500 | | Compensation and Leadership Development Committee: | | | Chair | 20,000 | | Committee Member | 10,000 | | Nominating, Governance and Risk Committee: | | | Chair | 15,000 | | Committee Member | 7,500 |

  104. Non-Employee Director Compensation Policy

    Pursuant to our Non-Employee Director Compensation Policy, in 2023, our non-employee directors received a grant of RSUs pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $300,000 (based on the twenty trading-day volume-weighted average price of the Company’s Class A Common Stock as of the grant date (the “20-Day VWAP”)), and beginning in 2024 and each year beyond, each non-employee director will receive an annual RSU grant pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $200,000 (based on the 20-Day VWAP). The RSUs granted annually vest in full upon the earlier to occur of (i) the first anniversary of the date of grant and (ii) the date of the next Annual Meeting of Shareholders of the Company following the date of grant, subject to the respective non-employee director’s continued service on the Board through such date. In the event a new non-employee director is elected or appointed to the Board, such non-employee director will receive an RSU grant pursuant to the Omnibus Plan with a fair market value on the date of grant equal to approximately $400,000 for the director’s first year of service on the Board. The RSUs granted upon a director’s election or appointment vest in three equal installments on the first three anniversaries of the date of grant, subject to such non-employee director’s continued service on the Board through each such anniversary date. All non-employee directors are also reimbursed for their reasonable expenses to attend meetings of the Board and related committees and otherwise attend to our business. The following table presents the total compensation for each person who served as a non-employee member of the Board during 2023. Other than as set forth in the table and described more fully below, we did not pay any cash or other compensation, or grant any equity or non-equity awards to, any of the other non-employee members of the Board in 2023. Mr. Hull, our Executive Chairman of the Board, receives no additional compensation for service as a director and, consequently, is not included in this table. The compensation received by Mr. Hull as an employee of the Company is presented in “—Summary Compensation Table.”

  105. Director Compensation

    Director Compensation

  106. Director Compensation

    | Name | Fees earned or paid in cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Anat Ashkenazi (3) | 92,500 | 300,480 | 392,980 | | Sean Cunningham (4) | 67,500 | 300,480 | 367,980 | | Benjamin Daverman (4) | 60,000 | 300,480 | 360,480 | | John De Ford, PhD (5) | 35,625 | 399,401 | 429,401 | | Susannah Gray (3) | 95,000 | 300,480 | 395,480 | | Robert B. Hance (6) | 30,000 | — | 30,000 | | Jessica Hopfield, PhD (3) | 87,500 | 300,480 | 387,980 | | Gregory T. Lucier (7) | 60,000 | 300,480 | 360,480 | | Luke Marker (4) | 60,000 | 300,480 | 360,480 | | Constantine Mihas (4) | 70,000 | 300,480 | 370,480 | | Murali K. Prahalad, PhD (8) | 67,500 | 300,480 | 367,980 |

  107. Director Compensation

    | (1) The amounts in this column represent the fees attributable to Board and committee service for the fiscal year ended on December 31, 2023. As described above, Messrs. Cunningham, Daverman, Marker and Mihas transferred their fees to an affiliate of GTCR. |

  108. Director Compensation

    | (2) The amounts in this column reflect the grant date fair value of restricted stock units granted (i) to all then-serving non-employee directors on July 17, 2023 (the “July Awards”) and (ii) to Dr. DeFord on July 20, 2023 in connection with his appointment as a director (the “DeFord Award”), each as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. The July Awards will vest on the earlier to occur of (x) the one-year anniversary of the grant date and (y) the date of the next Annual Meeting of Shareholders of the Company |

  109. Director Compensation

    | following the date of grant, subject to the respective director’s continuous service on the Board through such date. The DeFord Award will vest annually over three years from the grant date, subject to Dr. DeFord’s continuous service on the Board through each vesting date. |

  110. Director Compensation

    | (3) As of December 31, 2023, each of Mses. Ashkenazi and Gray and Dr. Hopfield held 16,123 vested restricted stock units and 24,000 unvested restricted stock units with respect to our Class A common stock, which will vest upon the date of the Annual Meeting, subject to each such director’s continued service through such date. |

  111. Director Compensation

    | (4) As of December 31, 2023, each of Messrs. Cunningham, Braverman, Marker and Mihas held 4,271 vested restricted stock units and 24,000 unvested restricted stock units with respect to our Class A common stock, which will vest upon the date of the Annual Meeting, subject to each such director’s continued service through such date. |

  112. Director Compensation

    | (5) Dr. DeFord was appointed as a director on July 20, 2023. As of December 31, 2023, Dr. DeFord held 31,901 restricted stock units with respect to our Class A common stock, which will vest in equal installments on each of July 20, 2024, July 20, 2025 and July 20, 2026, subject to Dr. DeFord’s continued service through each such vesting date. |

  113. Director Compensation

    | (6) Mr. Hance resigned as a director on July 19, 2023. No acceleration of vesting of any restricted stock units was approved in connection with his resignation. |

  114. Director Compensation

    | (7) As of December 31, 2023, Mr. Lucier held (i) 7,200 vested MLSH 1 Units and 4,800 unvested MLSH 1 Units which will vest in equal installments on January 8, 2024 and January 8, 2025, subject to Mr. Lucier’s continued service through each such vesting date and (ii) 16,123 vested restricted stock units and 24,000 unvested restricted stock units with respect to our Class A common stock, which will vest upon the date of the Annual Meeting, subject to Mr. Lucier’s continued service through such date. |

  115. Director Compensation

    | (8) As of December 31, 2023, Dr. Prahalad held (i) 10,000 vested MLSH 1 Units and (ii) 16,123 vested restricted stock units and 24,000 unvested restricted stock units with respect to our Class A common stock, which will vest upon the date of the Annual Meeting, subject to Dr. Prahalad’s continued service through such date. |

  116. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Mr. Martin, to the annual total compensation of the median employee of the Company. For the fiscal year ended December 31, 2023:

  117. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | The annual total compensation of the median employee was $136,989; |

  118. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | The annual total compensation of our Chief Executive Officer was $2,301,864; and |

  119. CHIEF EXECUTIVE OFFICER PAY RATIO

    | • | The estimated ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 16.8 to 1. |

  120. CHIEF EXECUTIVE OFFICER PAY RATIO

    This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  121. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive Compensation Actually Paid (“CAP”) to our NEOs and the Company’s financial performance. The Company does not use CAP as a basis for making compensation decisions, nor does it use the performance measures defined by the SEC for the Pay versus Performance table to measure performance for incentive plan purposes. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis,” above.

  122. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Summary Compensation Table Total for Former PEO (1) | Compensation Actually Paid to PEO (1)(2) | Compensation Actually Paid to Former PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (3)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income / (Loss) (in millions) (5) | Revenue (in millions) (6) | | | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | 2023 | $2,301,864 | $5,217,013 | $(3,808,139) | $1,641,544 | $2,719,167 | $956,097 | $21.94 | $100.15 | $(138.4) | $288.9 | | 2022 | $5,480,801 | $14,523,493 | $3,044,254(7) | $10,261,539(7) | $2,210,185 | $1,016,657(7) | $47.94 | $96.54 | $490.7 | $883.0 | | 2021 | $1,780,769 | N/A | $2,320,597(8) | N/A | $1,233,692 | $966,436(8) | $140.37 | $108.36 | $469.3 | $799.2 | | 2020 | $2,124,160 | N/A | $2,054,480(9) | N/A | $1,878,805 | $1,809,125(9) | $93.97 | $109.05 | $78.8 | $284.1 |

  123. PAY VERSUS PERFORMANCE

    | (1) Mr. Hull is the Company’s Principal Executive Officer (“PEO”) for 2020, 2021 and 2022, and the Company’s former Principal Executive Officer (“Former PEO”) for 2023. Mr. Martin is the Former PEO for 2022 and the PEO for 2023. |

  124. PAY VERSUS PERFORMANCE

    | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported herein. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable NEO without restriction during the applicable year but rather are a valuation calculated under applicable SEC rules. For purposes of the CAP calculation, there was no actuarial change in pension value or pension related adjustments to report. |

  125. PAY VERSUS PERFORMANCE

    | (3) The names of each of the non-PEO NEOs reflected in these columns for each applicable fiscal year are as follows: (i) for 2023, Messrs. Burch and Herde, Ms. Dolan, and Dr. Leddy; (ii) for 2022, Ms. Dolan, Mr. Herde, Dr. Leddy and Brian Neel; (iii) for 2021, Ms. Dolan, Messrs. Herde, Neel, and Oreshack, and Lisa Sellers; and (iv) for 2020, Mr. Neel and Eric Tardif. |

  126. PAY VERSUS PERFORMANCE

    | (4) The Company TSR and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The first day of trading of our Class A common stock was November 20, 2020. The Peer Group TSR represents TSR of the Nasdaq Biotechnology Index, which is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. |

  127. PAY VERSUS PERFORMANCE

    | (5) Represents the amount of net income reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. |

  128. PAY VERSUS PERFORMANCE

    | (6) We have selected revenue as reflected in the Company’s audited GAAP financial statements for each applicable fiscal year (“Revenue”) as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for 2023. |

  129. PAY VERSUS PERFORMANCE

    | (7) For 2023, the ‘compensation actually paid’ to the PEO and Former PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for 2023, computed in accordance with Item 402(v) of Regulation S-K: |

  130. PAY VERSUS PERFORMANCE

    | | PEO | | Former PEO | | Average Non-PEO NEOs | | | Total Compensation Reported in 2023 Summary Compensation Table | | 2,301,864 | | 5,217,013 | | 2,719,167 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2023 Summary Compensation Table | ($ | 1,314,000) | ($ | 4,599,345) | ($ | 2,195,718) | | Plus, Year-End Fair Value of Awards Granted in 2023 that are Outstanding and Unvested | | 483,000 | | 1,747,223 | | 729,195 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | | (3,745,430) | | (924,695) | | (305,507) | | Plus, Vesting Date Fair Value of Awards Granted in 2022 that Vested in 2023 | | — | | 332,522 | | 78,433 | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2023 (From Prior Year-End to Vesting Date) | | (1,533,573) | | (131,175) | | (69,473) | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2023 | ($ | —) | ($ | —) | ($ | —) | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2023 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2023) | | — | | — | | — | | Total Adjustments | | (6,110,003) | | (3,575,469) | | (1,763,070) | | Compensation Actually Paid for 2023 | | (3,808,139) | | 1,641,544 | | 956,097 |

  131. PAY VERSUS PERFORMANCE

    | (8) For 2022, the ‘compensation actually paid’ to the PEO and Former PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for 2022, computed in accordance with Item 402(v) of Regulation S-K: |

  132. PAY VERSUS PERFORMANCE

    | | PEO | | Former PEO | | Average Non-PEO NEOs | | | Total Compensation Reported in 2022 Summary Compensation Table | | 5,480,801 | | 14,523,493 | | 2,210,185 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2022 Summary Compensation Table | ($ | 4,027,128) | ($ | 12,453,877) | ($ | 1,451,920) | | Plus, Year-End Fair Value of Awards Granted in 2022 that are Outstanding and Unvested | | 1,882,904 | | 8,191,923 | | 720,140 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | | (538,516) | | — | | (403,887) | | Plus, Vesting Date Fair Value of Awards Granted in 2022 that Vested in 2022 | | 413,853 | | — | | 67,884 | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2022 (From Prior Year-End to Vesting Date) | ($ | 167,660) | | — | ($ | 167,660) | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2022 | ($ | —) | ($ | —) | ($ | —) | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2022 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2022) | | — | | — | | — | | Total Adjustments | ($ | 2,436,547) | ($ | 4,261,954) | | (1,193,527) | | Compensation Actually Paid for 2022 | | 3,044,254 | | 10,261,539 | | 1,016,657 |

  133. PAY VERSUS PERFORMANCE

    | (9) For 2021, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for 2021, computed in accordance with Item 402(v) of Regulation S-K: |

  134. PAY VERSUS PERFORMANCE

    | | PEO | | Average Non-PEO NEOs | | | Total Compensation Reported in 2021 Summary Compensation Table | | 1,780,769 | | 1,233,692 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2021 Summary Compensation Table | ($ | —) | ($ | 488,298) | | Plus, Year-End Fair Value of Awards Granted in 2021 that are Outstanding and Unvested | | — | | — | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | | 431,288 | | 316,278 | | Plus, Vesting Date Fair Value of Awards Granted in 2021 that Vested in 2021 | | — | | — | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2021 (From Prior Year-End to Vesting Date) | | 108,540 | | 79,595 | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2021 | ($ | —) | ($ | 174,832) | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2021 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2021) | | — | | — | | Total Adjustments | | 539,828 | ($ | 267,257) | | Compensation Actually Paid for 2021 | | 2,320,597 | | 966,436 |

  135. PAY VERSUS PERFORMANCE

    | (10) For 2020, the ‘compensation actually paid’ to the PEO and the average ‘compensation actually paid’ to the non-PEO NEOs reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for 2020, computed in accordance with Item 402(v) of Regulation S-K: |

  136. PAY VERSUS PERFORMANCE

    | | PEO | | Average Non-PEO NEOs | | | Total Compensation Reported in 2020 Summary Compensation Table | | 2,124,160 | | 1,878,805 | | Less, Grant Date Fair Value of Stock & Option Awards Reported in the 2020 Summary Compensation Table | ($ | 874,160) | ($ | 874,160) | | Plus, Year-End Fair Value of Awards Granted in 2020 that are Outstanding and Unvested | | 804,480 | | 804,480 | | Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (From Prior Year-End to Year-End) | | — | | — | | Plus, Vesting Date Fair Value of Awards Granted in 2020 that Vested in 2020 | | — | | — | | Plus, Change in Fair Value of Awards Granted in Prior Years that Vested in 2020 (From Prior Year-End to Vesting Date) | | — | | — | | Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2020 | ($ | —) | ($ | —) | | Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2020 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2020) | | — | | — | | Total Adjustments | ($ | 69,680) | ($ | 69,680) | | Compensation Actually Paid for 2020 | | 2,054,480 | | 1,809,125 |

  137. Pay versus Performance Comparative Disclosure

    Pay versus Performance Comparative Disclosure As described in more detail in the section entitled “Compensation Discussion and Analysis – Compensation Philosophy and Objectives,” the Company’s executive compensation program reflects the Board’s commitment to strong corporate governance and achievement of rewards based upon the creation of sustainable Company value. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above. The following graphs illustrate the relationship between the pay and performance figures that are included in the Pay versus Performance table. The final graph below further illustrates the relationship between Company TSR and that of the Nasdaq Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Revenue Company TSR and Peer Group TSR

  138. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The following table lists the performance measures used by us to link ‘compensation actually paid’ to our NEOs to company performance for fiscal year 2023. The performance measures included in this table are not ranked by relative importance.

  139. Pay versus Performance Tabular List

    | Most Important Performance Measures | | Revenue | | Adjusted Fully Diluted Earnings Per Share |

  140. Pay versus Performance Tabular List

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