DEF 14A of Codexis, Inc., Apr 24, 2025

DEF 14A of Codexis, Inc.

Filed Apr 24, 2025 · FY20240001193125-25-093503

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Board Structure

    Board Structure Our bylaws provide for a fixed number of directors as set by the Board. There are currently ten directors on our Board. On April 4, 2025, Byron L. Dorgan informed us of his decision not to stand for reelection. Effective as of the conclusion of the Annual Meeting, the size of the board will be reduced from ten to nine members. The directors are divided into three classes, each of whom serves for a term of three years: Class I directors (who hold office until the close of the 2026 annual meeting of stockholders), Class II directors (who hold office until the close of the 2027 annual meeting of stockholders) and Class III directors (who hold office until the close of the Annual Meeting). At each annual meeting of stockholders, the term of one of the classes of directors expires. The class of directors with a term expiring at the Annual Meeting are the Class III directors, currently consisting of three directors, Byron L. Dorgan, David V. Smith and Dennis P. Wolf.

  3. Director Nominees

    Director Nominees Based upon the recommendation of our nominating and corporate governance committee, our Board has nominated each of Messrs. Smith and Wolf for election as a Class III director to our Board. Messrs. Smith and Wolf are currently serving as a director of the Company. If elected, each director nominee would serve a three-year term expiring at the close of our 2028 annual meeting of stockholders. Each director will hold office until their successor has been duly elected and qualified, or until the director’s earlier resignation or removal. Messrs. Smith and Wolf currently serve on our Board and have agreed to be named in this proxy statement and to serve as a director if elected. Biographical information of each director nominee is furnished below under “Director Nominee Biographical Information.” Set forth below is information regarding the director nominees:

  4. Director Nominees

    | Name | Age | Director Since | Class/Term Expires | | David V. Smith(1)(2)(3)(4) | 65 | 2016 | Class III/2025 | | Dennis P. Wolf(2)(3) | 72 | 2007 | Class III/2025 |

  5. Director Nominees

    | (1) Member of the nominating and corporate governance committee. |

  6. Director Nominees

    | (2) Member of the audit committee. |

  7. Director Nominees

    | (3) Member of the compensation committee. |

  8. Director Nominees

    | (4) Member of the strategy committee. |

  9. Director Nominee Biographical Information

    Director Nominee Biographical Information The following biographical information is furnished with regard to the director nominees. David V. Smith has served as a director of Codexis since March 2016, and as Lead Independent Director of our Board since August 2024. Mr. Smith’s extensive experience in financial management, corporate finance and corporate governance led to the conclusion that he should serve on our Board. Mr. Smith served as Executive Vice President and Chief Financial Officer of Five Prime Therapeutics, Inc., a public company focused on discovering and developing novel immuno-oncology protein therapeutics, from November 2018 until its acquisition by Amgen, Inc. in April 2021. Previously, Mr. Smith served as Chief Operating Officer of IntegenX, a private company focused on rapid DNA identification technology, until its acquisition by Thermo Fisher Scientific in March 2018. Prior to IntegenX, he was Executive Vice President and Chief Financial Officer of Thoratec Corporation, a public company focused on the development of advanced therapy options for the treatment of heart disease, from December 2006 until July 2011. Prior to joining Thoratec in 2006, Mr. Smith served as Vice President and Chief Financial Officer of Chiron Corporation, which he joined in 1999, and where he held a number of positions of increasing responsibility, including Vice President, Principal Accounting Officer and Controller, and Vice President of Finance. Mr. Smith served as the Vice President of Finance and Chief Financial Officer at Anergen Incorporated from 1997 to 1999. From 1988 to 1997, Mr. Smith served in various financial management positions with Genentech, Inc., both in the United States and Europe. He previously held finance positions at Syntex Corporation and IBM Corporation. Mr. Smith previously served as chair of the audit committee and a director of OncoGenex Pharmaceuticals, Inc., a public biopharmaceutical company, from 2010 to 2017. He also served on the board of directors of Perlegen Sciences, Inc., a private biotechnology company, from 2006 to 2009, and of Acepodia, Inc., a private biotechnology company, from 2022 to 2023. Mr. Smith has served since 2022 on the board of directors of IO Biotech, a public clinical-stage biopharmaceutical company developing novel, immune-modulating cancer therapies, and since 2021 on the board of directors of Neurelis Inc., private commercial-stage neuroscience company focused on the development and commercialization of therapeutics for the treatment of epilepsy and orphan neurologic disorders. Additionally, Mr. Smith previously served as an advisor to Monterey Bio Acquisition Corporation, a public special purpose acquisition company, from 2021 to 2023. Mr. Smith holds a B.A. in Economics and History from Willamette University and an M.B.A. specializing in finance from Golden Gate University. Dennis P. Wolf has served as a director of Codexis since December 2007. Mr. Wolf’s extensive experience in financial management, corporate finance and public company corporate governance led to the conclusion that he should serve on our Board. Mr. Wolf served as Chief Financial Officer of DataStax, Inc., a private software company, from November 2013 to February 2017. Previously, Mr. Wolf served as Executive Vice President and Chief Financial Officer of Fusion-IO, Inc., a public computer hardware and software company, from November 2009 to October 2013. Prior to Fusion-IO, Mr. Wolf served as Executive Vice President and Chief Financial Officer of MySQL AB, a private software company, and as Chief Financial Officer of several public and private companies including Centigram Communications, Credence Systems, DataStax, Omnicell and Redback Networks. Earlier in his career, he held executive positions at both Apple Computer and Sun Microsystems. Between 1999 and 2016, Mr. Wolf has been a director and chair of the audit committee for other public companies including Quantum Corporation, Avanex Corporation, Bigband Networks, Komag, Inc., Registry Magic, Inc., Vitria Technology, Inc., Alphaeon Corporation and Exponential Interactive, Inc. Mr. Wolf has served since 2017 as a member of the board of the non-profit Siegel Rare Neuro Immune Association (SRNA), whose charter is to provide research and support for those suffering from neurological disease. Mr. Wolf holds a B.A. from the University of Colorado (where he was a member of Phi Beta Kappa) and an M.B.A. from the University of Denver.

  10. Board Recommendation

    Board Recommendation THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS III DIRECTOR NOMINEES.

  11. Directors Not Standing for Election

    Directors Not Standing for Election Set forth below is information for the members of the Board who are not standing for election at this year’s Annual Meeting:

  12. Directors Not Standing for Election

    | Name | Age | Director Since | Class/Term Expires | | Cynthia Collins(2) | 67 | 2025 | Class II/2027 | | Stephen Dilly, M.B.B.S, Ph.D. | 65 | 2020 | Class I/2026 | | Raymond De Vré, Ph.D.(1) | 57 | 2024 | Class I/2026 | | Rahul Singhvi, ScD.(1)(2) | 60 | 2022 | Class I/2026 | | Esther Martinborough, Ph.D.(1)(3) | 59 | 2021 | Class II/2027 | | H. Stewart Parker(3)(4)(5) | 69 | 2022 | Class II/2027 | | Christos Richards(3)(5) | 67 | 2025 | Class II/2027 | | Byron L. Dorgan(5) | 82 | 2011 | Class III/2025* |

  13. Directors Not Standing for Election

    | (1) Member of the science & technology committee. |

  14. Directors Not Standing for Election

    | (2) Member of the compensation committee. |

  15. Directors Not Standing for Election

    | (3) Member of the strategy committee. |

  16. Directors Not Standing for Election

    | (4) Member of the audit committee. |

  17. Directors Not Standing for Election

    | (5) Member of the nominating and corporate governance committee. |

  18. Directors Not Standing for Election

    | * On April 4, 2025, Mr. Dorgan informed us of his decision not to stand for reelection to the Board at the Annual Meeting. |

  19. Directors Not Standing for Election

    The following director biographical information is furnished with regard to our directors (other than our director nominees) who are not standing for election at this year’s Annual Meeting. Cynthia Collins has served as a director of Codexis since March 2025. Ms. Collins’ extensive experience in genetic and cell medicines, biopharmaceuticals, life sciences, and diagnostics led to the conclusion that she should serve on our Board. Ms. Collins has served as Executive Chair and Interim Chief Executive Officer of Nutcracker Therapeutics, Inc., a private contract, research, development and manufacturing organization, since February 2025. Ms. Collins served as Chief Executive Officer of Editas Medicine, Inc., a public gene editing company, from February 2019 to February 2021, where she was involved in dosing the first patient ever with an in-vivo gene modified therapy. Previously, Ms. Collins served as Chief Executive Officer of Human Longevity Inc., a private genomic research and in vitro diagnostics company, from January 2017 to December 2017, Chief Executive Officer/General Manager of General Electric Healthcare’s Cell Therapy and Lab Businesses from October 2013 to December 2016, and Chief Executive Officer of GenVec, Inc., a vaccine and gene therapy company from May 2012 to September 2013. Currently, Ms. Collins serves as a member of the Board of Directors of several healthcare companies, including MaxCyte, Inc. since October 2024, Alanis Therapeutics Inc. since November 2023, Nutcracker Therapeutics, Inc. since April 2023, Certara, Inc. since July 2021, DermTech, Inc. since May 2018, and Draper Laboratory since 2021. She is also a board member of the Foundation for mRNA Medicines. Ms. Collins previously served on the board of directors of Poseida Therapeutics, Inc., from 2021 to 2025, Panavance Therapeutics Inc., from 2021 to 2024, Triumvira Immunologics from 2018 to 2023, and Biocare Medical from 2018 to 2021. Ms. Collins holds a Bachelor of Science degree in Microbiology from the University of Illinois, Urbana and an MBA from The University of Chicago Booth School of Business. Stephen G. Dilly, M.B.B.S., Ph.D. has served as our President and Chief Executive Officer since August 2022, as Chairman of our Board since August 2024 and as a director of Codexis since June 2020. Dr. Dilly’s extensive management and transactional experience in the life science industry and experience in drug development led to the conclusion that he should serve on our Board. From May 2020 until its acquisition by GlaxoSmithKline plc in July 2022, Dr. Dilly served as Chief Executive Officer of Sierra Oncology, a public, late-stage clinical biopharmaceutical company, where he oversaw all operations of the company, and as a member of Sierra’s board of directors. Dr. Dilly received the Bloom-Burton award for his leadership of Sierra Oncology. Dr. Dilly previously served as Chief Executive Officer of Aimmune Therapeutics, a public biopharmaceutical company that was acquired by Nestlé Health Science, from April 2014 to June 2018 and as a member of Aimmune’s board of directors from April 2013 to June 2018. Dr. Dilly was Chief Executive Officer of PhotoThera, Inc., a medical device company, from January 2012 to December 2012. From 2006 to 2011, Dr. Dilly served as President and Chief Executive Officer and a member of the board of directors of APT Pharmaceuticals, Inc., a drug development company. From 2007 to 2009, he was a member of the board of directors of Avigen, Inc., a biopharmaceutical company, which merged with MediciNova, Inc. in December 2009. From 2003 to 2006, he served as Chief Medical Officer and Senior Vice President of Development of Chiron BioPharma, a biotechnology company which was later acquired by Novartis International AG. From 1998 to 2003, Dr. Dilly held various management positions at Genentech, Inc., a biotechnology company acquired by Roche Holding, including Vice President of Development Sciences from 2002 to 2003 and Vice President of Medical Affairs from 1998 to 2001. From 1988 to 1998, Dr. Dilly held various management positions in drug development with SmithKline Beecham, PLC, a healthcare company in the U.K. Dr. Dilly has served on the board of directors of Cognoa, Inc., a digital healthcare company, from 2018 to 2024. From 2010 until September 2020, Dr. Dilly served on the board of directors of Sangamo Therapeutics, Inc., a public genomic therapies company. Dr. Dilly holds an M.B.B.S. from the University of London in the U.K. and a Ph.D. in cardiac physiology from the University of London. Raymond De Vré, Ph.D. has served as a director of Codexis since November 2024. Dr. De Vré’s extensive executive-level experience led to the conclusion that he should serve on our Board. Dr. De Vré founded and has served as Managing Director at RADV Advisory, an independent strategic and operational advisory company focused on investments in the global healthcare and contract development and manufacturing organization (“CDMO”) space since August 2023. Prior to founding RADV Advisory, Dr. De Vré was the Chief Executive Officer of PolyPeptide Group, a CDMO focused on peptide- and oligonucleotide-based therapies for pharmaceutical and biotech companies globally from April 2021 to April 2023. Prior to PolyPeptide, Dr. De Vré held multiple senior leadership roles at Dr. Reddy’s Laboratories from 2012 to 2021, including Senior Vice President, Head of Biologics, and served as a member of the Management Council. Earlier in his career, he was a Partner at McKinsey & Company, working mostly in the pharmaceutical and biotech practice. Dr. De Vré holds a PhD in Applied Physics from Stanford University and a master’s degree in engineering from Université Libre de Bruxelles.

  20. Directors Not Standing for Election

    Rahul Singhvi, Sc.D. has served as a director of Codexis since September 2022. Dr. Singhvi’s extensive experience and expertise in research and development, operations and commercialization of pharmaceuticals led to the conclusion that he should serve on our Board. Dr. Singhvi has served as the founder and Chief Executive Officer of Axella Biosciences, Inc., a private provider of technologies to deliver end-to-end CDMO services for biologicals and ADCs, since January 2025. Dr. Singhvi served as the Chief Executive Officer and a member of the board of directors of National Resilience, Inc., a private biomanufacturing company, from July 2020 to January 2025. From October 2019 to July 2020, Dr. Singhvi was an Operating Partner at Flagship Pioneering, a life sciences innovation firm, where he was responsible for founding and operating companies launched from Flagship’s innovation foundry, Flagship Venture Labs. Before joining Flagship, from September 2013 until October 2019, Dr. Singhvi was the Chief Operating Officer of the Global Vaccine Business Unit at Takeda Pharmaceutical Company, a public pharmaceutical company, where he oversaw the worldwide supply and expansion efforts of all commercialized vaccines and development candidates within the business unit. Prior to Takeda, from August 2005 to April 2011, he was the President and Chief Executive Officer of Novavax, Inc., a public vaccine-development company. Dr. Singhvi previously served on the board of directors of ImmunoCellular Therapeutics, Ltd., a public immunotherapy company, from June 2010 to November 2018. Dr. Singhvi has served since 2021 on the board of directors of Garuda Therapeutics, a private stem cell-based cellular therapies company, and since 2023 on the Board of Trustees of the Keck Graduate Institute. Additionally, Dr, Singhvi has served on the board of directors of TAG1 since October 2024 and on the board of directors of Kairos Pharmaceuticals, Ltd., a public clinical-stage biopharmaceutical company, since December 2024. Dr. Singhvi holds a B. Tech in Chemical Engineering from the Indian Institute of Technology at Kanpur, an M.S. and Sc.D. in Chemical Engineering from the Massachusetts Institute of Technology and an M.B.A. from The Wharton School of the University of Pennsylvania. Esther Martinborough, Ph.D. has served as a director of Codexis since February 2021. Dr. Martinborough’s significant experience as an executive of biotechnology and pharmaceutical companies, as well as expertise in drug development, led to the conclusion that she should serve on our Board. Dr. Martinborough served as the Chief Scientific Officer at Escient Pharmaceuticals, a private biotechnology company, from April 2023 until its acquisition by Incyte Corporation in May 2024, after having previously served as its Senior Vice President of Research since August 2018. Between 2008 and 2018, Dr. Martinborough held roles of increasing responsibility at Receptos, Inc., a biotechnology company acquired by Celgene Corporation in 2015. From 2015 to 2018, Dr. Martinborough was Executive Director of Research at Receptos, where she headed the chemistry, biology and pharmacokinetics efforts focused on the selection of strategic new drug discovery programs in neurology and metabolic diseases. From 2008 to 2015, she served as Senior Director, Head of Chemistry at Receptos. Before Receptos, Dr. Martinborough held positions at Vertex Pharmaceuticals, a public pharmaceutical company, developing novel approaches to treating pain and at Ligand Pharmaceuticals, a public biopharmaceutical company, focused on hormonal dysfunctions. Dr. Martinborough also has served since 2021 as a board member of San Diego Squared (SD2) which is a non-profit organization that focuses on empowering tomorrow’s STEM leaders. Dr. Martinborough holds a Ph.D. from the Swiss Institute of Technology, Zurich, and performed post-doctoral studies at the University of Illinois, at Urbana-Champaign. H. Stewart Parker has served as a director of Codexis since December 2022. Ms. Parker’s extensive experience in management of biotechnology companies and public company corporate governance led to the conclusion that she should serve on our Board. Ms. Parker has served as a Principal at Parker BioConsulting, a biotechnology consulting firm, since January 2009. From March 2011 to June 2014, Ms. Parker served in various roles at the Infectious Disease Research Institute, a not-for-profit global health research institute, including as its Chief Executive Officer, strategic advisor and a member of its board of directors. Prior to that, Ms. Parker served in various roles of leadership at biopharmaceutical companies since 1992, including as Chief Executive Officer of Targeted Genetics Corporation, a public biopharmaceutical company, which she founded. Previously, Ms. Parker served on the board of directors of Achieve Life Sciences, Inc., a public pharmaceutical company, from August 2017 to May 2021, Armata Pharmaceuticals, Inc. (formerly C3J Therapeutics, Inc.), a public biotechnology company, from May 2019 to December 2020, IMPEL Pharmaceuticals Inc., a public pharmaceutical company, from May 2014 to April 2023 and Stride Bio, Inc., a private biotechnology company concentrating on gene therapy, from January 2018 to December 2023. Currently, Ms. Parker serves on the board of directors of Sangamo Therapeutics, Inc., a public genomic therapies company, since 2014 and Inventprise, Inc., a private biotechnology company, since 2022. Ms. Parker has also served on the advisory boards of the University of Washington Foster School of Business and College of Arts & Sciences from 2009 to 2020. Ms. Parker holds a B.A. in Slavic Language & Literature and an M.B.A. in Finance and International Business from the University of Washington. Christos Richards has served as a director of Codexis since January 2025. Mr. Richards’s extensive global executive advisory and search experience for the biopharmaceutical and healthcare industry led to the conclusion that he should serve on our Board. Mr. Richards has served as a Partner and as Global Head of Healthcare and Life Sciences at Calibre One, Inc., an international executive search firm, since October 2022. Prior to joining Calibre One, Mr. Richards served as a consultant with the global life sciences team at Spencer Stuart, Inc., and a member of Spencer Stuart’s global BioPharma Board Practice from October 2019 to September 2022. Prior to that, Mr. Richards was a partner at Catalyst Advisors, LLC, an executive search firm, from January 2014 to October 2019. From October 1998 to January 2014, Mr. Richards held positions of increasing responsibility at Levin & Company, Inc., an executive search and consulting firm, including serving as Levin & Company’s Chief Executive Officer from January 2009 to January 2014. Mr. Richards served as a Principal of Stanton Chase International from July 1996 to October 1998. From 1987 to July 1996, Mr. Richards founded and served as Chief Executive Officer of Career Connection/Nexium Inc. Previously, Mr. Richards served on the board of directors of Coherus BioSciences, Inc., a publicly traded biopharmaceutical company, from its initial public offering in November 2014 to November 2020. Mr. Richards earned his diploma in 1980 in hospitality management from the Schweizerische Wirteschule in Lucerne/Davos, Switzerland.

  21. Director Compensation

    Director Compensation Our non-employee director compensation policy, pursuant to which we compensate our non-employee directors with a combination of cash and equity, is intended to be fair and competitive to account for the time and effort required of a director of the Company. With respect to 2024, our non-employee directors received the annual cash compensation noted below, which was paid quarterly in arrears. The 2024 director compensation program did not change as compared to 2023 other than the establishment of a fee for our Lead Independent Director.

  22. Director Compensation

    | | Annual Retainer ($) | | Board Chair | 110,000* | | Board Director | 50,000 | | Lead Independent Director | 35,000 | | Audit Committee - Member | 20,000 | | Audit Committee - Chair | 30,000 | | Compensation Committee - Member | 20,000 | | Compensation Committee - Chair | 30,000 | | Nominating and Corporate Governance Committee - Member | 10,000 | | Nominating and Corporate Governance Committee - Chair | 15,000 | | Science and Technology Committee - Member | 10,000 | | Science and Technology Committee - Chair | 15,000 | | Strategy Committee - Member | 10,000 | | Strategy Committee - Chair | 15,000 |

  23. Director Compensation

    | * Dr. Dilly, Chairman of the Board of Directors, President and Chief Executive Officer, does not receive any additional compensation for serving as Chairman of the Board of Directors. Please see the “2024 Summary Compensation Table” for the compensation received by Dr. Dilly with respect to 2024. |

  24. Director Compensation

    In addition to the annual cash retainers described above, in 2024, our non-employee director compensation policy provided that, upon initial election or appointment to our Board, each non-employee director is automatically granted restricted stock covering a number of shares of our common stock equal to $200,000 divided by the per share closing trading price of our common stock on the date of grant. Such initial restricted stock awards vest as to one-third of the total number of shares subject to the award on the first anniversary of the date the director commences service on our Board, with the remainder of the award vesting and becoming exercisable at a rate of one-third of the total number of shares subject to the award each year thereafter, subject to the director’s continued service to the Company on each applicable vesting date. In addition, the policy provided that, on the date of each annual meeting of stockholders, each non-employee director is granted a restricted stock award covering a number of shares of our common stock equal to $100,000 divided by the per share closing trading price of our common stock on the date of grant. Such annual restricted stock awards vest as to all of the shares subject to the award on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continued service to the Company on such vesting date. In April 2025, our Board amended our non-employee director compensation policy to provide for the grant of restricted stock units, rather than restricted stock, in connection with the initial and annual equity awards to our non-employee directors, subject to the same vesting terms described above. In connection with his service as the Lead Independent Director beginning August 2024, Mr. Smith receives an annual cash retainer of $35,000. Additionally, Dr. Singhvi also receives an annual cash retainer of $25,000 as a member of our Strategic Advisory Board. The following table sets forth information regarding compensation earned by our non-employee directors who served during the fiscal year ended December 31, 2024, other than Dr. Moore. Dr. Moore assumed the role of our Executive Vice President and Chief Technology Officer in September 2024 and, prior to such time, was a non-employee director. Please see the “2024 Summary Compensation Table” for the compensation received by Dr. Moore while serving as a non-employee director. Dr. Dilly, Chairman of the Board of Directors, President and Chief Executive Officer in 2024, did not receive any additional compensation for serving as a director. Please see the “2024 Summary Compensation Table” for the compensation received by Dr. Dilly with respect to 2024.

  25. 2024 Director Compensation Table

    2024 Director Compensation Table

  26. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Raymond De Vré, Ph.D.(3) | 7,473 | 200,000 | — | 207,473 | | Byron L. Dorgan | 103,641 | 100,000 | — | 203,641 | | Esther Martinborough, Ph.D. | 75,000 | 100,000 | — | 175,000 | | H. Stewart Parker | 87,280 | 100,000 | — | 187,280 | | Rahul Singhvi, Sc.D. | 80,000 | 100,000 | 25,000 | 205,000 | | David V. Smith | 114,835 | 100,000 | — | 214,835 | | Dennis P. Wolf | 90,000 | 100,000 | — | 190,000 | | Jennifer Aaker, Ph.D.(4) | 26,703 | — | — | 26,703 |

  27. 2024 Director Compensation Table

    | (1) The amounts reported in the “Stock Awards” column reflect the grant date fair value of restricted stock awards or restricted stock units granted during the year ended December 31, 2024 calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock awards or restricted stock units is determined based on the closing stock price on the date of grant. The following table sets forth the number of shares of restricted stock awards or restricted stock units and stock options held by each non-employee director as of December 31, 2024. |

  28. 2024 Director Compensation Table

    | Name | Options Outstanding (#) | Shares of Restricted Stock / Restricted Stock Units Outstanding (#) | | Raymond De Vré, Ph.D.(3) | — | 47,846 | | Byron L. Dorgan | — | 30,120 | | Esther Martinborough, Ph.D. | — | 30,120 | | H. Stewart Parker | — | 42,746 | | Rahul Singhvi, Sc.D. | 10,000 | 40,569 | | David V. Smith | — | 30,120 | | Dennis P. Wolf | — | 30,120 | | Jennifer Aaker, Ph.D.(4) | — | — |

  29. 2024 Director Compensation Table

    | (2) The amount reported in the “All Other Compensation” column reflect the fees earned or paid to Dr. Singhvi during the year ended December 31, 2024 in connection with his service as a member of our Strategic Advisory Board. |

  30. 2024 Director Compensation Table

    | (3) Dr. De Vré was appointed to our Board effective November 7, 2024. |

  31. 2024 Director Compensation Table

    | (4) Dr. Aaker did not stand for re-election at our 2024 annual meeting of stockholders. |

  32. New Plan Benefits

    | (1) Our non-employee director compensation policy provides that on the date of each annual meeting of stockholders, each non-employee director is granted a restricted stock award, or restricted stock units as determined by the Board in its sole discretion, covering a number of shares of our common stock equal to $100,000 divided by the per share closing trading price of our common stock on the date of grant, which vests as to all of the shares subject to the award on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continued service through the vesting date. |

  33. Executive Summary

    In 2024, we experienced a number of leadership changes. Effective September 30, 2024, Mr. Ryali ceased to serve as our Chief Financial Officer and Georgia Erbez was appointed to serve as Chief Financial Officer. Mr. Ryali became entitled to receive severance payments under his change of control severance agreement based on a qualifying termination of employment without cause and remained with the Company as a consultant to assist in the transition of his role through February 28, 2025. Effective October 1, 2024, Ms. Fitzgerald ceased to serve as our Chief Legal and Compliance Officer, General Counsel and Secretary. Ms. Fitzgerald became entitled to receive severance payments under her change of control severance agreement based on a qualifying termination of employment without cause and remained with the Company as a consultant to assist in the transition of her role through February 28, 2025. 2024 Performance Highlights Throughout 2024, we continued to focus our resources on programs that we believe have the strongest probability of creating significant value in the near-term and beyond, including the advancement and commercialization of our Enzyme-Catalyzed Oligonucleotide Synthesis (“ECO Synthesis™”) manufacturing platform and growing our complementary pharma biocatalysis business. We leverage our enzyme-based solutions to offer clients a true partnership approach to complex therapeutic manufacturing, and we have expanded our portfolio of capabilities to include services across method development and analytics, manufacturing, and ongoing support for regulatory and Chemistry, Manufacturing, and Controls documentation. In addition, we met key financial and operational performance objectives in 2024.

  34. Executive Summary

    | • | Annual Cash Incentive Bonuses Tied to Performance. Our named executive officers participate in the Executive Incentive Compensation Plan. For 2024, our compensation committee determined we achieved 100% of the corporate performance goals. We believe that the contingent nature of the award of annual cash bonuses for 2024 reflects our continued emphasis on pay-for-performance. |

  35. Executive Summary

    | • | Equity Awards as a Key Component of Compensation. Our compensation committee provides a significant portion of our named executive officers’ target total direct compensation opportunity in the form of equity awards which we believe helps align the interests of our named executive officers with our stockholders and provide our named executive officers with incentive to drive long-term growth in our stock price. |

  36. Executive Summary

    | • | We have no “gross up” agreements or entitlements to excise taxes on severance or other payments in connection with a change in control. |

  37. Executive Summary

    | • | We provide for multi-year vesting periods for equity award grants to reinforce a culture in which the Company’s executives remain focused on the Company’s long-term success. |

  38. Executive Summary

    | • | We do not reprice stock options. |

  39. Executive Summary

    | • | We do not maintain any pension benefits or nonqualified deferred compensation plans. |

  40. Executive Summary

    | • | Our compensation committee engages its own independent compensation consultant, Pearl Meyer, which performs an annual comprehensive market analysis of our executive compensation programs and pay levels. |

  41. Objectives and Philosophy of Our Executive Compensation Program

    | • | encourage and inspire our executives to achieve key corporate performance objectives by linking incentive award opportunities to the achievement of individual and company-wide short- and long-term goals; and |

  42. Components of Our Executive Compensation Program and Determination of Compensation

    This 2024 peer group was determined following review of the peer group referenced for reviewing the 2023 compensation of our named executive officers, and appropriate changes were made based on the updated selection criteria. This resulted in the addition of the following 11 companies that fell within the peer group selection criteria noted above: Absci, Akoya Biosciences, Alpha Teknova, Bionano Genomics, Harvard Biosciences, MaxCyte, Personalis, Quantum-Si, Rapid Micro Biosystems, Seer, and Standards BioTools. In addition, Amyris, Atrion, Berkeley Lights, BioCryst Pharmaceuticals, Deciphera Pharmaceuticals, Editas Medicine, Heron Therapeutics, ImmunoGen, MacroGenics, Precigen, and Seres Therapeutics were removed as either they have a biotherapeutic focus or they were no longer viewed as comparable to the Company based on the criteria above. In August 2023, when the peer group was adopted, the Company was at the 55th percentile for the last four quarters’ revenue and at the 30th percentile for a six month’s trailing market capitalization. In determining the 2024 compensation for our named executive officers, we believe that the practices of the companies in the compensation peer group provided our compensation committee with relevant compensation information, not only because of the similarity of their business models and financial characteristics, but because several of these companies have similar organizational structures and tend to compete with us for executive talent. Our overall compensation philosophy is to generally target the median of the market for base salaries and the compensation committee considers a range of market data as well as individual and Company performance when setting pay for executive officers. The compensation committee works within the general framework of this market-competitive philosophy to determine each component of our named executive officers’ compensation packages based on numerous factors, including:

  43. Components of Our Executive Compensation Program and Determination of Compensation

    | • | performance goals and other expectations for the position and the individual; |

  44. Annual Cash Compensation

    Annual Cash Incentive Bonuses Our compensation philosophy with respect to annual cash incentive bonuses is designed to be consistent with our overall compensation program philosophy. In 2024, the annual cash incentive bonuses under our annual cash bonus program (the “Executive Incentive Compensation Plan”) were based solely on corporate performance to enhance alignment across the leadership team and organization. In February 2024, our compensation committee established the target bonus percentages of 75% of annual base salary for Dr. Dilly and 50% of base salary for each of Mr. Norrett, Mr. Ryali, and Ms. Fitzgerald, which did not change from 2023. In connection with the commencement of their employment with the Company, our compensation committee established the target bonus percentages of 50% of annual base salary for each of Ms. Erbez and Dr. Moore. In February 2024, our compensation committee approved the following performance goals, along with their related target and maximum attainable percentage points, for determining the corporate performance under our Executive Incentive Compensation Plan:

  45. Annual Cash Compensation

    | Name of Executive Officer | Bonus Target (Base Salary x Target %) ($) | 2024 Company Performance Achievement Level (%) | Bonus Payment ($) | | Stephen Dilly, M.B.B.S, Ph.D.(1) | $535,163 | 100% | $535,163 | | Georgia Erbez(2) | $57,691 | 100% | $57,691 | | Kevin Norrett, M.B.A.(1) | $237,242 | 100% | $237,242 | | Alison Moore, Ph.D.(2) | $57,691 | 100% | $57,691 | | Sriram Ryali, M.B.A.(3) | $231,750 | N/A | $173,812 | | Margaret Nell Fitzgerald(3) | $229,175 | N/A | $171,881 |

  46. Annual Cash Compensation

    | (3) Pursuant to the terms of their change of control severance agreements, the annual incentive cash bonus amounts received by Mr. Ryali and Ms. Fitzgerald were equal to 75% of their original bonus opportunity. |

  47. Equity Incentive Compensation

    Equity Incentive Compensation We believe that our long-term performance is best facilitated through a culture of executive equity ownership that encourages long-term investment by our named executive officers in our equity, thereby better aligning the named executive officers’ interests with the interests of our stockholders. During 2024, our compensation committee granted our named executive officers service-based stock options and restricted stock units. As part of our annual refresh cycle, in January 2024, our Board granted Dr. Dilly a time-based option to purchase 860,500 shares of our common stock and 143,425 restricted stock units. Also in January 2024, our compensation committee granted each of Mr. Norrett, Mr. Ryali, and Ms. Fitzgerald a time-based option to purchase 314,125 shares of our common stock and 52,350 restricted stock units. In connection with Ms. Erbez’s commencement of employment as Chief Financial Officer, our compensation committee granted her a time-based option to purchase 300,000 shares of our common stock and 50,000 restricted stock units. In June 2024, Dr. Moore was granted 30,120 restricted stock awards in connection with her service as a member of our Board. In connection with Dr. Moore’s commencement of employment as Executive Vice President and Chief Technical Officer, our compensation committee granted her a time-based option to purchase 300,000 shares of our common stock and 50,000 restricted stock units. While no single factor determined the size of these awards, our compensation committee generally considered the following factors in making such awards: internal equity within our management team; individual performance; tenure with our Company; equity awards newly appointed named executive officers held at their prior companies; the criticality of each named executive officer’s role at our Company; and the periodic equity incentive award practices observed by the companies in our 2024 compensation peer group. In January 2024, the compensation committee approved an increase in time-based options, with a reduced three-year vesting period, and RSUs granted to Dr. Dilly, Mr. Norrett, Mr. Ryali and Ms. Fitzgerald, and other Company employees as part of a strategic initiative to address retention challenges across the organization. Time-based options granted in 2024 to Dr. Dilly, Mr. Norrett, Mr. Ryali and Ms. Fitzgerald, as part of our annual refresh cycle, vest as to one-third of the underlying shares on the first anniversary of the vesting commencement date and in substantially equal monthly installments over the subsequent two years, subject to continued service. All other time-based options granted in 2024 vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in substantially equal monthly installments over the subsequent three years, subject to continued service. Restricted stock units vest in three substantially equal installments, subject to continued service. The vesting commencement date for time-based options and restricted stock units is generally the date of grant for refresh equity grants and the date of hire or promotion for new hire and promotion grants. In keeping with our market-competitive philosophy, our Board and compensation committee established the foregoing vesting schedules because it determined such vesting represents market practice in our industry based on the experience of the members of our compensation committee.

  48. Termination-Based Compensation

    Termination-Based Compensation Our compensation committee provides our named executive officers with termination of employment protection when it determines that such protection is deemed necessary to attract or retain an executive. We believe that concerns about potential job loss or the possibility or occurrence of a change in control of the Company can create uncertainty for our executive officers that may unduly affect their performance. For example, the possibility of a change in control of the Company may create uncertainty for our named executive officers regarding their continued employment because such transactions frequently result in changes in senior management. Consequently, we have entered into an employment agreement with Dr. Dilly and a change of control severance agreement with our other named executive officers, which provide severance payments and benefits in the event of certain qualifying terminations, both within and outside of a change in control context. We believe that such arrangements are necessary to attract and retain talent in the markets in which we compete for talent. In connection with their termination of employment in September and October 2024, respectively, Mr. Ryali and Ms. Fitzgerald entered into separation and consulting agreements with the Company memorializing their eligibility to receive severance benefits based on a qualifying termination of employment without cause under the terms of their change of control severance agreements. The severance payments and benefits that are payable under the Company’s severance and change in control arrangements, and the actual severance benefits received by Mr. Ryali and Ms. Fitzgerald in connection with their terminations, are further described below in the section entitled “—Change in Control and Severance Arrangements.”

  49. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the compensation that we paid to our named executive officers related to the year ended December 31, 2024 and, to the extent required by the SEC disclosure rules, the years ended December 31, 2023 and 2022.

  50. 2024 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Stephen Dilly, M.B.B.S., Ph.D. | 2024 | 713,550 | — | 437,446 | 1,732,961 | 535,163 | 53,800 | 3,472,920 | | Chairman of the Board of Directors, President, and Chief Executive Officer | 2023 | 710,000 | — | 612,000 | 1,144,598 | 585,750 | 69,867 | 3,122,215 | | | 2022 | 279,449 | 200,000 | 2,388,192 | 2,751,350 | 190,103 | 84,057 | 5,893,152 | | Georgia Erbez | 2024 | 115,382 | — | 148,500 | 609,780 | 57,691 | 240 | 931,593 | | Chief Financial Officer | | | | | | | | | | Kevin Norrett, M.B.A. | 2024 | 474,485 | — | 159,668 | 632,616 | 237,242 | 14,840 | 1,518,851 | | Chief Operating Officer | 2023 | 468,000 | — | 122,400 | 228,920 | 257,400 | 14,160 | 1,090,880 | | | 2022 | 112,500 | — | 595,977 | 1,519,305 | 47,813 | 240 | 2,275,835 | | Alison Moore, Ph.D. | 2024 | 115,382 | — | 248,498 | 609,780 | 57,691 | 71,586 | 1,102,937 | | Executive Vice President and Chief Technical Officer | | | | | | | | | | Sriram Ryali, M.B.A. | 2024 | 354,202 | — | 159,668 | 632,616 | 173,812 | 163,379 | 1,483,677 | | Former Chief Financial Officer | 2023 | 423,438 | 100,000 | 655,095 | 1,354,647 | 232,891 | 14,120 | 2,780,191 | | Margaret Nell Fitzgerald | 2024 | 350,267 | — | 159,668 | 632,616 | 171,881 | 185,489 | 1,499,921 | | Former Chief Legal and Compliance Officer, General Counsel and Secretary | 2023 | 445,000 | — | 43,520 | 84,785 | 244,750 | 14,160 | 832,215 | | | 2022 | 74,167 | 200,000 | 465,950 | 1,414,354 | 25,700 | 160 | 2,180,331 |

  51. 2024 Summary Compensation Table

    | (1) Dr. Dilly was appointed our President and Chief Executive Officer effective as of August 9, 2022. Mr. Norrett was appointed our Chief Operating Officer effective as of October 3, 2022. Ms. Erbez was appointed as our Chief Financial Officer effective as of September 30, 2024. Dr. Moore was appointed as our Executive Vice President and Chief Technology Officer effective as of September 30, 2024 and, prior to her appointment, served as a non-employee director. Mr. Ryali ceased serving as our Chief Financial Officer effective as of September 30, 2024. Ms. Fitzgerald ceased serving as our Chief Legal and Compliance Officer, General Counsel and Secretary effective as of October 4, 2024. |

  52. 2024 Summary Compensation Table

    | (2) The amounts reported in the “Stock Awards” and “Option Awards” columns for 2024 represent the grant date fair value of restricted stock units, restricted stock awards and stock options calculated in accordance with FASB ASC Topic 718. The grant date fair value for the restricted stock unit and restricted stock awards is determined based on the closing stock price on the date of grant. The valuation assumptions used in determining the grant date fair values for the option awards are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  53. 2024 Summary Compensation Table

    | (3) The amounts reported in this column for 2024 reflect bonus payments made pursuant to the Executive Incentive Compensation Plan earned based on corporate and individual achievement and which were paid in early 2025. Please see the section “—Components of Our Executive Compensation Program—Annual Cash Compensation” above for more information. |

  54. 2024 Summary Compensation Table

    | (4) Amounts reflect the following for each named executive officer: Dr. Dilly: a travel allowance of $40,000, and 401(k) matching contribution of $13,800; Mr. Norrett: a cell phone stipend of $1,040 and 401(k) |

  55. 2024 Summary Compensation Table

    | matching contribution of $13,800; Ms. Erbez: a cell phone stipend of $240; Dr. Moore: cash retainers of $67,500 for her service as a non-employee director prior to her appointment as Executive Vice President and Chief Technology Officer in September 2024, a cell phone stipend of $240 and 401(k) matching contribution of $3,846; Mr. Ryali: a cell phone stipend of $840, 401(k) matching contribution of $13,800, severance payment of $144,239, and payment of $4,500 for consulting fees related to transition of his role through February 28, 2025; and Ms. Fitzgerald: a cell phone stipend of $840, 401(k) matching contribution of $13,800, severance payment of $167,474, and payment of $3,375 for consulting fees related to transition of her role through February 28, 2025 |

  56. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table shows grants of stock options, restricted stock units and shares of restricted stock outstanding on December 31, 2024, the last day of our fiscal year, for each of our named executive officers.

  57. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date (1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Stephen Dilly, M.B.B.S, Ph.D. | 8/1/2022 | 408,333 | 291,667 | 6.73 | 8/1/2032 | — | — | | | 2/21/2023 | 154,687 | 182,813 | 5.44 | 2/21/2033 | — | — | | | 2/21/2023 | — | — | — | — | 75,000 | 357,750 | | | 1/1/2024 | — | 860,500 | 3.05 | 1/1/2034 | — | — | | | 1/1/2024 | — | — | — | — | 143,425 | 684,137 | | Georgia Erbez | 10/10/2024 | — | 300,000 | 2.97 | 10/10/2034 | — | — | | | 10/10/2024 | — | — | — | — | 50,000 | 238,500 | | Kevin Norrett, M.B.A. | 10/3/2022 | 223,928 | 189,477 | 6.07 | 10/3/2032 | — | — | | | 2/21/2023 | 30,937 | 36,563 | 5.44 | 2/21/2033 | — | — | | | 2/21/2023 | — | — | — | — | 15,000 | 71,550 | | | 1/1/2024 | — | 314,125 | 3.05 | 1/1/2034 | — | — | | | 1/1/2024 | — | — | — | — | 52,350 | 249,710 | | Alison Moore, Ph.D. | 6/11/2024(3) | — | — | — | — | 30,120 | 143,672 | | | 10/10/2024 | — | 300,000 | 2.97 | 10/10/2034 | — | — | | | 10/10/2024 | — | — | — | — | 50,000 | 238,500 | | Sriram Ryali, M.B.A.(4) | 2/10/2023 | 170,792 | 201,845 | 5.86 | 5/31/2025 | — | — | | | 2/10/2023 | — | — | — | — | 74,527 | 355,484 | | | 1/1/2024 | — | 314,125 | 3.05 | 5/31/2025 | — | — | | | 1/1/2024 | — | — | — | — | 52,350 | 249,710 | | Margaret Nell Fitzgerald(4) | 11/8/2022 | 199,362 | 183,413 | 6.03 | 5/31/2025 | — | — | | | 2/21/2023 | 11,458 | 13,542 | 5.44 | 5/31/2025 | — | — | | | 2/21/2023 | — | — | — | — | 5,333 | 25,438 | | | 1/1/2024 | — | 314,125 | 3.05 | 5/31/2025 | — | — | | | 1/1/2024 | — | — | — | — | 52,350 | 249,710 |

  58. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (1) Except as otherwise noted, each stock option vests as to 25% of the total number of shares subject to the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares subject to the option on each monthly anniversary thereafter, in each case, subject to continued service to us, and each restricted stock unit award vests in three substantially equal installments on each anniversary of the vesting commencement date, subject to continued service to us. Stock options granted on |

  59. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | January 1, 2024 vest as to one-third of the underlying shares on the first anniversary of the vesting commencement date and the remainder of the shares vest at a rate of 1/36th of the total shares subject to the option each month thereafter, in each case subject to continued service to us. |

  60. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (2) The market value of restricted stock units and performance stock units is calculated using $4.77, the closing trading price of our common stock on December 31, 2024. |

  61. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (3) Shares of restricted stock vest on the earlier anniversary of the date of grant or the next annual stockholder meeting, subject to continued service to us. |

  62. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (4) The equity awards reported in this table for Mr. Ryali and Ms. Fitzgerald continued to vest based on their continued service as consultants to the Company through February 28, 2025. |

  63. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  64. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans.

  65. Employment, Change in Control and Severance Arrangements

    | Name | Salary Continuation ($) | Target Bonus ($) | Value of Accelerated Equity Awards ($)(1) | Value of Continued Healthcare Coverage ($) | Total ($) | | Stephen Dilly, M.B.B.S., Ph.D. | | | | | | | Without cause, for good reason or due to death or disability | 713,550 | 535,163 | 889,922 | 42,882 | 2,181,517 | | Without cause, for good reason or due to death or disability in connection with a change in control | 1,070,325 | 802,744 | 2,521,947 | 64,323 | 4,459,339 | | Without cause in connection with a sale or license of a substantial portion of our assets | 713,550 | 535,163 | 2,521,947 | 42,882 | 3,813,542 | | Georgia Erbez | | | | | | | Without cause or for good reason | 115,382 | — | — | 42,882 | 158,264 | | Without cause or for good reason in connection with a change in control | 173,073 | — | 778,500 | 64,323 | 1,015,896 | | Due to death or disability | — | — | 48,858 | 42,882 | 91,740 | | Kevin Norrett, M.B.A. | | | | | | | Without cause or for good reason | 474,485 | — | — | 42,882 | 517,367 | | Without cause or for good reason in connection with a change in control | 711,728 | — | 861,555 | 64,323 | 1,637,606 | | Due to death or disability | — | — | 298,693 | 42,882 | 341,575 | | Alison Moore, Ph.D. | | | | | | | Without cause or for good reason | 115,382 | — | — | 42,882 | 158,264 | | Without cause or for good reason in connection with a change in control | 173,073 | — | 922,172 | 64,323 | 1,159,568 | | Due to death or disability | — | — | 129,874 | 42,882 | 172,756 |

  66. Disclosure

    | (4) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |