DEF 14A of Pacific Biosciences Of California, Inc., Apr 23, 2025

DEF 14A of Pacific Biosciences Of California, Inc.

Filed Apr 23, 2025 · FY20240001299130-25-000090

Open on EDGAR

  1. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

  2. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    | William Ericson | |

  3. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    William Ericson has been a member of our Board of Directors since 2004. Mr. Ericson has been the Founding Partner at Wildcat Venture Partners since 2016 where he focuses on investments in Digital Health. He has also been a Managing Partner at Mohr Davidow Ventures (MDV) since 2000. Mr. Ericson has also served as a director of Adamas Pharmaceuticals, Inc. from 2005 to 2021. Mr. Ericson holds a B.S.F.S. from Georgetown University School of Foreign Service and a J.D. from Northwestern University School of Law. We believe that Mr. Ericson possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience with multiple companies in the life sciences industry and his focus on companies with molecular diagnostic platforms that concentrate on personalized medicine.

  4. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    | | 2025 Proxy Statement | 13 |

  5. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    | Kathy Ordoñez | |

  6. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    Kathy Ordoñez has been a member of our Board of Directors since December 2014. She served as our Chief Commercial Officer and Executive Vice President from October 2017 to October 2018. Ms. Ordoñez brings more than 30 years of experience in the life sciences and diagnostics industries. From January 2012 until June 2013, Ms. Ordoñez was a Senior Vice President at Quest Diagnostics Incorporated, a leading provider of diagnostic information services, where she was initially responsible for leading their R&D effort and later provided oversight to multiple businesses commercializing diagnostic products and testing services. Ms. Ordoñez joined Quest Diagnostics as part of its acquisition in 2011 of Celera Corporation, a leading provider of genetic testing products for HIV resistance, cystic fibrosis and high complexity tissue transplantation. From April 2002 until May 2011, Ms. Ordoñez was the Chief Executive Officer at Celera, and she founded Celera Diagnostics in December 2000. From 1985 until 2000, Ms. Ordoñez held several senior positions at Hoffmann-La Roche, overseeing the formation of Roche Molecular Systems, where she served as President and Chief Executive Officer, and led the wide-scale commercial application of the Polymerase Chain Reaction (PCR) technology to the research, diagnostic and forensic fields. Ms. Ordoñez currently serves as a member of the board of directors of Science Mill. Ms. Ordoñez served as a member of the board of directors of Quidel Corporation from July 2019 to May 2022 and served on its compensation committee. Ms. Ordoñez also served as a director, non-executive Chairman, and Chief Executive Officer of RainDance Technologies, Inc., which was sold to Bio-Rad Laboratories, Inc. in February 2017. Ms. Ordoñez holds a B.A. in Chemistry and honorary Doctorate of Science from Hartwick College. We believe that Ms. Ordoñez possesses specific attributes that qualify her to serve as a member of our Board of Directors, including her extensive experience in the life sciences and diagnostic industries.

  7. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    | Christopher M. Smith | |

  8. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    Christopher M. Smith joined our Board of Directors in January 2025. He served as Chief Executive Officer and a director of NeoGenomics Laboratories, Inc. (“NeoGenomics”) from August 2022 to April 2025. Prior to joining NeoGenomics, from 2019 to 2022, Mr. Smith served as Chief Executive Officer of Ortho Clinical Diagnostics (“Ortho Clinical”). Under his leadership, Ortho Clinical raised $1.45 billion in funding for a 2021 initial public offering, achieved accelerated revenue growth while simultaneously improving profitability, and successfully guided the company through a combination with Quidel Corporation that closed in May 2022. Prior to Ortho Clinical, from 2004 to 2018, Mr. Smith served in key executive leadership positions, including Chief Executive Officer of Cochlear Limited (“Cochlear”), a global market leader in implantable hearing solutions. Having initially joined Cochlear as President of Cochlear Americas in 2004, Mr. Smith helped grow division revenue from $80 million to over $400 million before being named Chief Executive Officer in 2015. Before joining Cochlear, Mr. Smith served as a Chief Executive Officer in residence at global private equity firm Warburg Pincus and Global Group President at Gyrus Group Plc., a surgical products company. Prior to that, he served in a variety of leadership roles at Abbott, KCI, Prism and Cardinal Health. Mr. Smith currently serves as a member

  9. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    | | 2025 Proxy Statement | 14 |

  10. Nominees for Class III Directors (Directors Continuing in Office until the 2025 Annual Meeting; Term For Which Nominated Expires in 2026)

    of the board of directors of Laborie Medical, a global medical technology company and as a member of the board of directors of Advanced Instruments, a global provider of scientific and analytical instruments for the biotechnology, clinical, and food and beverage industries. Mr. Smith was formerly a member of the board of directors at QuidelOrtho, a global provider of innovative in vitro diagnostic technologies. In addition, Mr. Smith previously served as Chair of the board of directors of Osler Diagnostics, a UK-based diagnostics company, a member of the board of directors of Akouos, Inc., a precision genetic medicine company, a member of the board of directors of Osler Diagnostics Limited, a medical diagnostic company, a member of the board of directors of Results Physiotherapy, LLC (acquired by Upstream Rehabilitation Inc.), and a member of the board of directors of Advanced Instruments, LLC, a global provider of scientific and analytical instruments. Mr. Smith has a BS from Texas A&M University. We believe that Mr. Smith’s extensive industry knowledge, his proven operating success, and his experience serving on the boards of directors of other public companies, make him well qualified to serve on our Board of Directors.

  11. Continuing Class I Directors (Term Expires in 2026)

    Continuing Class I Directors (Term Expires in 2026)

  12. Continuing Class I Directors (Term Expires in 2026)

    | Christian O. Henry | |

  13. Continuing Class I Directors (Term Expires in 2026)

    Christian O. Henry became our President and Chief Executive Officer in September 2020. He also served as our interim Chief Financial Officer from December 2024 until March 2025. He has served as a member of our Board of Directors since 2018 and was appointed as Chairman of the Board of Directors on March 2, 2020. Mr. Henry served as Executive Vice President & Chief Commercial Officer of Illumina, Inc. (“Illumina”) from 2015 through January 2017, and previously served as Senior Vice President & Chief Commercial Officer from 2014 to 2015, Senior Vice President & General Manager Genomic Solutions from 2012 to 2014, Senior Vice President, Chief Financial Officer & General Manager Life Sciences from 2010 to 2012, Senior Vice President, Corporate Development & Chief Financial Officer from 2009 to 2010, Senior Vice President & Chief Financial Officer from 2007 to 2009, and Vice President & Chief Financial Officer from 2005 to 2006. Prior to joining Illumina, Mr. Henry served as the Chief Financial Officer of Tickets.com, Inc. from 2003 to 2005. From 1999 to 2003, Mr. Henry served as Vice President, Finance & Corporate Controller of Affymetrix, Inc. (acquired by Thermo Fisher Scientific in 2016). In 1997, Mr. Henry joined Nektar Therapeutics (formerly Inhale Therapeutic Systems, Inc.), as Corporate Controller, and later as its Chief Accounting Officer from 1997 to 1999. In 1996, Mr. Henry served as General Accounting Manager of Sugen, Inc. Mr. Henry began his career in 1992 at Ernst & Young LLP, where he was a Senior Accountant through 1996. Mr. Henry currently serves as a director and Chairman of the board of WAVE Life Sciences Ltd. (NASDAQ: WVE) and serves as Chairman of its compensation committee and a member of its audit committee. Mr. Henry serves as a director of Ginkgo Bioworks, Inc. (NYSE: DNA) and serves as Chairman of its audit committee and a member of its compensation committee, and was also a director of CM Life Sciences III LLC from April 2021 to December 2021. Mr. Henry holds a B.A. in biochemistry and cell biology from the University of California, San Diego and an M.B.A., with a concentration in finance, from the University of California, Irvine. We believe that Mr. Henry possesses specific attributes that qualify him to serve as a member of our Board of Directors including his over 20 years of experience in growing companies in the life sciences industry.

  14. Continuing Class I Directors (Term Expires in 2026)

    | | 2025 Proxy Statement | 15 |

  15. Continuing Class I Directors (Term Expires in 2026)

    | John F. Milligan, Ph.D. | |

  16. Continuing Class I Directors (Term Expires in 2026)

    John F. Milligan, Ph.D. has been a member of our Board of Directors since 2013 and became Chairman in September 2020. Dr. Milligan joined Gilead Sciences Inc. (“Gilead”) in 1990 as a research scientist and was appointed Director of Project Management and Project Team Leader for the Gilead Hoffmann-La Roche Tamiflu® collaboration in 1996. In 2002, Dr. Milligan was appointed Chief Financial Officer of Gilead. He was named Gilead’s Chief Operating Officer in 2007 and President in 2008. Dr. Milligan was appointed Chief Executive Officer and elected to the board of directors of Gilead in 2016. On December 31, 2018, Dr. Milligan retired as Chief Executive Officer of Gilead and resigned from the board of directors. Dr. Milligan is currently the Executive Chair of 4D Molecular Therapeutics (NASDAQ: FDMT). Dr. Milligan is the Chair of Kailera Therapeutics, Inc., serves on the board of directors of TurnCare, Inc., and is the past Chair of the board of trustees of Ohio Wesleyan University. Dr. Milligan received his B.A. from Ohio Wesleyan University, his Ph.D. in biochemistry from the University of Illinois and was an American Cancer Society postdoctoral fellow at the University of California at San Francisco. We believe that Dr. Milligan possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his executive experience and his financial expertise in the life sciences industry.

  17. Continuing Class I Directors (Term Expires in 2026)

    | Lucy Shapiro, Ph.D. | |

  18. Continuing Class I Directors (Term Expires in 2026)

    Lucy Shapiro, Ph.D. has been a member of our Board of Directors since 2012. Dr. Shapiro currently serves as the Virginia and D.K. Ludwig Professor of Cancer Research and the Director of the Beckman Center for Molecular and Genetic Medicine at Stanford University’s School of Medicine, where she has been a faculty member since 1989. Dr. Shapiro is a co-founder and former director of Anacor Pharmaceuticals, Inc. which was acquired by Pfizer Inc. in 2016. In 2016 she founded a second anti-infectives company, Boragen, LLC. In 1989, Dr. Shapiro founded Stanford University’s Department of Developmental Biology, and served as its Chairman from 1989 to 1997. Prior to that, Dr. Shapiro served as Chair of the Department of Microbiology and Immunology in the College of Physicians and Surgeons of Columbia University. She received a B.A. from Brooklyn College and a Ph.D. in Molecular Biology from the Albert Einstein College of Medicine. Dr. Shapiro has received numerous awards including the National Medal of Science. She has been elected to the National Academy of Sciences, the American Academy of Microbiology, the American Academy of Arts and Sciences and the National Academy of Medicine for her work in the fields of molecular biology and microbiology. Dr. Shapiro previously served as a non-executive director of GlaxoSmithKline plc from 2001 to 2006 and Anacor Pharmaceuticals, Inc. from 2001 to 2016. Dr. Shapiro is currently a director of 5Metis, Inc., and was also a director of Gen-Probe, Inc. from 2008 to 2012. We believe that Dr. Shapiro possesses specific attributes that qualify her to serve as a member of our Board of Directors, including her extensive experience in the life sciences industry.

  19. Continuing Class I Directors (Term Expires in 2026)

    | | 2025 Proxy Statement | 16 |

  20. Continuing Class II Directors (Term Expires in 2027)

    Continuing Class II Directors (Term Expires in 2027)

  21. Continuing Class II Directors (Term Expires in 2027)

    | Randy Livingston | |

  22. Continuing Class II Directors (Term Expires in 2027)

    Randy Livingston has been a member of our Board of Directors since 2009. He has served as Vice President for Business Affairs and Chief Financial Officer of Stanford University since March 2001. In October 2017, he was also named University Liaison for Stanford Medicine and a director of Stanford Health Care and Lucile Packard Children’s Hospital at Stanford. Before joining Stanford University, Mr. Livingston served as chief financial officer for multiple technology and life science companies in Silicon Valley. Mr. Livingston also served as a director of eHealth, Inc. from 2008 to 2023 and as a director of Genomic Health, Inc. from 2004 to 2016. Mr. Livingston holds a B.S. in Mechanical Engineering and an M.B.A. from Stanford University. We believe that Mr. Livingston possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his executive experience and his financial and accounting expertise with public companies.

  23. Continuing Class II Directors (Term Expires in 2027)

    | Marshall Mohr | |

  24. Continuing Class II Directors (Term Expires in 2027)

    Marshall Mohr has been a member of our Board of Directors since 2012. Mr. Mohr joined Intuitive Surgical, Inc. (“Intuitive Surgical”), a provider of surgical robotics, in March 2006 as Senior Vice President and Chief Financial Officer and was promoted to Executive Vice President and Chief Financial Officer in July 2018. Beginning January 1, 2022, Mr. Mohr assumed the role of Executive Vice President, Global Business Services. Mr. Mohr retired from Intuitive Surgical in August 2024. Prior to joining Intuitive Surgical, Mr. Mohr served as Vice President and Chief Financial Officer of Adaptec, Inc. Before 2003, Mr. Mohr was an audit partner with PricewaterhouseCoopers LLP where he was most recently the managing partner of the firm’s West Region Technology Industry Group and led its Silicon Valley accounting and audit advisory practice. In January 2025, Mr. Mohr was appointed to the board of directors of SRI International, a nonprofit scientific research institute. In January of 2022, Mr. Mohr was appointed to the board of directors of Veeva Systems Inc. (NYSE: VEEV) and serves as its Chairman of the audit committee. Mr. Mohr served as a member of the board of directors and Chairman of the audit committee of Plantronics, Inc. (“Plantronics”), a global outfitter of professional-grade audio and video technology, from 2005 to 2022 when Plantronics was sold to HP Inc., and also served as a member of the board of directors and Chairman of the audit committee of Atheros Communications, Inc. (“Atheros”), a developer of semiconductor system solutions for wireless communications products, from November 2003 to May 2011 when Atheros was sold to Qualcomm, Inc. Mr. Mohr holds a Bachelor of Business Administration in Accounting and Finance from Western Michigan University. We believe that Mr. Mohr possesses specific attributes that qualify him to serve as a member of our Board of Directors, including his experience in financial and accounting matters.

  25. Continuing Class II Directors (Term Expires in 2027)

    | | 2025 Proxy Statement | 17 |

  26. Continuing Class II Directors (Term Expires in 2027)

    | Hannah A. Valantine, M.D. | |

  27. Continuing Class II Directors (Term Expires in 2027)

    Hannah A. Valantine, M.D. has been a member of our Board of Directors since June 2021. Dr. Valantine currently serves as Professor of Medicine at Stanford University School of Medicine, where she has been a faculty member since 1987. From April 2014 to September 2020, Dr. Valantine served as Chief Officer for Scientific Workforce Diversity at the National Institutes of Health, and as a Senior Investigator in the Intramural Research Program at the National Heart, Lung, and Blood Institute. From November 2004 to April 2014, Dr. Valantine was Professor of Cardiovascular Medicine and the Senior Associate Dean for Diversity and Leadership at Stanford. In collaboration with her colleagues at Stanford, Dr. Valantine co-invented the technology for donor derived cell-free DNA for diagnosis of transplant rejection, which is currently licensed and used to monitor patients for early detection of acute rejection. Dr. Valantine also serves as Principal and Founder of HAV LLC, a consulting company for diversity, equity and inclusion that she founded in January 2021, and as a director on the boards of BridgeBio Pharma, Inc. (NASDAQ: BBIO), a company that finds, develops, and delivers breakthrough medicines for genetic diseases, and CareDX (NASDAQ: CDNA), a leading precision medicine company focused on the discovery, development and commercialization of clinically differentiated, high-value healthcare solutions for transplant patients and caregivers. We believe that Dr. Valantine possesses specific attributes that qualify her to serve as a member of our Board of Directors, including her extensive experience in the life sciences industry.

  28. Continuing Class II Directors (Term Expires in 2027)

    | Board Committees |

  29. Continuing Class II Directors (Term Expires in 2027)

    Our Board of Directors has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Science and Technology Committee, each of which has the composition and the responsibilities described below. The Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, and Science and Technology Committee all operate under charters approved by our Board of Directors, which charters are available on the Investors Relations page of our website at https://investor.pacificbiosciences.com, under “Corporate Governance — Governance Overview.” Our Board of Directors also establishes additional committees from time to time to address specific needs. We have developed an orientation program designed to familiarize new directors with our business and strategic plans, key policies and practices, principal officers and management structure, auditing and compliance processes, and our Code of Business Conduct. In addition, our committees monitor the continuing education needs of their members and recommend action to our Board of Directors where appropriate. Further, our executive officers are responsible for periodically providing materials or briefing sessions for continuing directors to assist them in discharging their duties. Our Board of Directors also receives periodic briefings and education on core concepts and trends that impact our businesses.

  30. Continuing Class II Directors (Term Expires in 2027)

    | | 2025 Proxy Statement | 18 |

  31. Continuing Class II Directors (Term Expires in 2027)

    The following table sets forth (i) the four standing committees of our Board of Directors, (ii) the current members of each committee and (iii) the number of meetings held by each committee in fiscal year 2024:

  32. Continuing Class II Directors (Term Expires in 2027)

    | Name of Director | Audit | Compensation | Corporate Governance and Nominating | Science and Technology | | William Ericson | | X (chair) | X | | | Randy Livingston | X (chair)(1) | | X | | | John F. Milligan, Ph.D. | X | X | | | | Marshall Mohr | X (chair)(2) | X | | | | Kathy Ordoñez | | X | | X (chair) | | Lucy Shapiro, Ph.D. | | | X (chair) | X | | Christopher M. Smith | | | | X(3) | | Hannah A. Valantine, M.D. | | | X | X | | Number of meetings held during 2024 | 7 | 9 | 4 | 4 |

  33. Continuing Class II Directors (Term Expires in 2027)

    (1)Mr. Livingston stepped down as Chair of our Audit Committee in February 2025. (2)Mr. Mohr was appointed as Chair of our Audit Committee in February 2025. (3)Mr. Smith was appointed to our Science and Technology Committee in February 2025.

  34. Science and Technology Committee

    | Director Compensation |

  35. Director Compensation Policy

    Director Compensation Policy Employee directors are not compensated for their services on our Board of Directors in addition to their regular employee compensation. Our non-employee directors are compensated in accordance with the Company’s Outside Director Compensation Policy (as most recently amended in April 2025, the “Director Compensation Policy”). A summary of the Director Compensation Policy is set forth below. The Compensation Committee’s independent compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), regularly conducts a review of our director compensation policies and practices to advise on whether they are competitive with the market.

  36. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 The following table sets forth information concerning compensation paid or accrued for services rendered to us by the non-employee members of our Board of Directors for the year ended December 31, 2024. The table excludes Mr. Henry, who was an employee during 2024 and consequently did not receive any compensation from us for his role as a director in 2024.

  37. Director Compensation for Fiscal Year 2024

    | Name(1) | Fees earned or paid in cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total ($) | | William Ericson | 59,000 | 37,655 | 37,656 | 134,311 | | Randy Livingston | 65,000 | 37,655 | 37,656 | 140,311 | | David Meline(4) | 50,000 | 28,241 | 28,242 | 106,483 | | John F. Milligan, Ph.D. | 97,000 | 37,655 | 37,656 | 172,311 | | Marshall Mohr | 57,000 | 37,655 | 37,656 | 132,311 | | Kathy Ordoñez | 57,000 | 37,655 | 37,656 | 132,311 | | Lucy Shapiro, Ph.D. | 55,000 | 37,655 | 37,656 | 130,311 | | Hannah A. Valantine, M.D. | 50,000 | 37,655 | 37,656 | 125,311 |

  38. Director Compensation for Fiscal Year 2024

    (1) Mr. Smith was appointed to our Board of Directors effective January 30, 2025 and is not included in this table because he did not receive any compensation for the fiscal year ended December 31, 2024. (2) Amounts shown represent the aggregate grant date fair value of stock option awards granted in the fiscal year ended December 31, 2024. These amounts have been computed in accordance with FASB ASC 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report. (3) The aggregate number of shares subject to outstanding RSUs and stock options outstanding and exercisable as of December 31, 2024 for each non-employee director is as follows:

  39. Director Compensation for Fiscal Year 2024

    | Name(1) | Aggregate Number of RSUs Outstanding | Aggregate Number of Stock Options Outstanding | Aggregate Number of Stock Options Exercisable | | William Ericson | 22,821 | 280,353 | 264,263 | | Randy Livingston | 22,821 | 280,353 | 264,263 | | David Meline(4) | 17,116 | 111,088 | 45,882 | | John F. Milligan, Ph.D. | 22,821 | 265,353 | 249,263 | | Marshall Mohr | 22,821 | 280,353 | 264,263 | | Kathy Ordoñez(5) | 22,821 | 180,353 | 164,263 | | Lucy Shapiro, Ph.D. | 22,821 | 263,687 | 247,597 | | Hannah A. Valantine, M.D. | 22,821 | 149,961 | 133,871 |

  40. Director Compensation for Fiscal Year 2024

    (4) Mr. Meline resigned from our Board of Directors effective January 30, 2025. (5) Ms. Ordoñez’s amounts include certain stock options granted to her during her tenure as our Chief Commercial Officer and Executive Vice President from October 2017 to October 2018.

  41. Director Compensation for Fiscal Year 2024

    | | 2025 Proxy Statement | 24 |

  42. Director Compensation for Fiscal Year 2024

    | PROPOSAL 1: ELECTION OF DIRECTORS |

  43. Director Compensation for Fiscal Year 2024

    Our Board of Directors currently consists of nine members. Our certificate of incorporation was amended in 2024 to provide for each director to serve a one-year term upon expiration of each director’s then-current term. We are in the first year of a three-year process of declassifying our Board of Directors. Each person elected as a Class III director at the Annual Meeting will serve for a one-year term expiring on the date of the Company’s 2026 annual meeting of stockholders, instead of the three-year terms that directors served prior to the start of the declassification of our Board of Directors. At the 2026 annual meeting of stockholders, the successors of the directors whose terms expire at the 2026 annual meeting of stockholders (including, for the avoidance of doubt, the Class I directors and the successors of the directors elected at the Annual Meeting) will each be elected for a term expiring at the annual meeting of stockholders held in 2027. From and after our 2027 annual meeting of stockholders, the division of our directors into classes will terminate in accordance with our Amended and Restated Certificate of Incorporation and all of our directors will be elected for terms expiring at the next annual meeting of stockholders. Our Board of Directors has nominated William Ericson, Kathy Ordoñez and Christopher M. Smith for election as Class III directors at the Annual Meeting. Please refer to the “Board of Directors and Committees of the Board” section above for the nominees’ biographies. Each nominee will be elected separately by a majority vote. A given nominee will be elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. If any incumbent nominee receives a greater number of votes against his or her election than votes for such election, our corporate governance guidelines require that such incumbent nominee promptly tender his or her resignation promptly following certification of the applicable stockholder vote. The Qualified Independent Directors (as defined in the corporate governance guidelines) will then decide whether to accept or reject the resignation or whether other action should be taken. Our Board of Directors, through the Qualified Independent Directors, will publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. Full details of this policy are set forth in our corporate governance guidelines on our website at https://investor.pacificbiosciences.com, under “Corporate Governance — Governance Overview”. If a nominee is unable or declines to serve as a director, the proxies will be voted at the Annual Meeting for any nominee who may be designated by the Board of Directors to fill the vacancy. As of the date of this Proxy Statement, the Board of Directors is not aware of any nominee who is unable or will decline to serve as a director.

  44. Director Compensation for Fiscal Year 2024

    | | 2025 Proxy Statement | 25 |

  45. Director Compensation for Fiscal Year 2024

    Summary information regarding our Class III nominees, as well as directors not up for election at the Annual Meeting is set forth below.

  46. Director Compensation for Fiscal Year 2024

    | Name of Director | Age | Principal Occupation | Director Since | | Class III Directors (term for which nominated expires in 2026) | | | | | William Ericson | 66 | Founding Partner of Wildcat Venture Partners | 2004 | | Kathy Ordoñez | 74 | Director | 2014 | | Christopher M. Smith | 62 | Former Chief Executive Officer of NeoGenomics Laboratories, Inc. | 2025 | | Class I Directors (term expires in 2026) | | | | | Christian O. Henry | 57 | President and Chief Executive Officer of Pacific Biosciences of California, Inc. | 2018 | | John F. Milligan, Ph.D. | 64 | Chairman of the Board of Directors of Pacific Biosciences of California, Inc. | 2013 | | Lucy Shapiro, Ph.D. | 84 | Virginia and D.K. Ludwig Professor of Cancer Research and the Director of the Beckman Center for Molecular and Genetic Medicine at Stanford University’s School of Medicine | 2012 | | Class II Nominees (term expires in 2027) | | | | | Randall Livingston | 71 | Vice President for Business Affairs and Chief Financial Officer of Stanford University | 2009 | | Marshall Mohr | 69 | Former Executive Vice President, Global Business Services of Intuitive Surgical, Inc. | 2012 | | Hannah A. Valantine, M.D. | 73 | Professor of Medicine (Cardiovascular) at the Stanford University Medical Center | 2021 |

  47. Director Compensation for Fiscal Year 2024

    There are no family relationships among any of the nominees, directors and/or any of our executive officers. Our executive officers serve at the discretion of the Board of Directors. Further information about our directors, including each of the Class III director nominees, is provided in the “Board of Directors and Committees of the Board” section above.

  48. Related Party Transactions

    | | Christian O. Henry, see Mr. Henry’s biographical information under the heading “Board of Directors and Committees of the Board” above. | | | Jim R. Gibson, age 56, joined us in March 2025 as our Chief Financial Officer. Mr. Gibson previously served as Chief Financial Officer of Sequoia Benefits and Insurance Services, LLC, a strategic compensation and benefits solutions provider, since 2023. From 2021 to 2022, Mr. Gibson served as Chief Financial Officer of Willow Innovations, Inc., a leading female technology company that develops an in-bra wearable breast pump and accessories, and from 2019 to 2021, he was the Vice President of Finance Transformation at GoDaddy, Inc, a global leader serving a large market of entrepreneurs, developing and delivering easy-to-use solutions as a one-stop shop provider, alongside personalized guidance. Mr. Gibson holds a B.A. in Business Economics with Honors from the University of California, Santa Barbara, and is a licensed CPA in California (inactive). | | | Mark Van Oene, age 52, joined us in January 2021 as our Chief Operating Officer. Mr. Van Oene previously served as Senior Vice President and Chief Commercial Officer of Illumina, a provider of DNA sequencing systems, since 2017. After joining Illumina in 2006, Mr. Van Oene held various positions, including Senior Vice President and General Manager, Americas Commercial Operations, and Vice President, Global Sales. Mr. Van Oene currently serves as a member of the board of directors of Dante Labs Inc., a global leader in genomics and precision medicine. Mr. Van Oene holds a B.S. in biochemistry from Western University. |

  49. Executive Summary

    | Element | Performance Period | Objective | | Base Salary | Annual | •Recognizes an individual’s contribution and performance •Rewards for the experience, education and criticality to the business •Serves as an important retention vehicle | | Short-term Cash Incentives | Annual | •Rewards achievement of financial and non-financial goals directly tied to the strategic priorities •In 2024, the cash incentive goals included financial measures, advancement of the research and development portfolio and capabilities, commercial and customer success and other operational goals | | Annual Equity Awards (RSUs) | Long-term | •Supports the achievement of strong stock price growth •Aligns the interests of executives and stockholders over time •Serves as an important retention and motivation tool with awards vesting over time tied to continued service •Time-based RSUs vest in equal installments over two to four years, on each anniversary of the grant date, subject to continued service |

  50. Executive Summary

    | | What We Do | | What We Avoid | | ✓ | Pay for performance philosophy and culture | X | Excise tax gross-ups | | ✓ | Majority of pay is variable and linked to corporate and individual performance | X | Significant perquisites | | ✓ | Compensation recoupment (“clawback”) policy | X | Guaranteed salary increases | | ✓ | Engage an independent compensation consultant | X | Contracts that guarantee employment | | ✓ | Responsible use of shares in our long-term incentive program | X | Margin accounts, hedging, pledging, derivatives or short sale transactions in our stock | | ✓ | Annually assesses compensation risk | X | Repricing stock options without stockholder approval | | ✓ | Annual say on pay | | |

  51. Compensation Philosophy and Objectives

    Our executive compensation program consists primarily of salary, incentive cash and equity compensation, the latter of which, due to a limited number of shares available under the 2020 Plan, and in order to deliver predictable value to the Company’s employees, consisted solely of RSUs in 2024. Likewise, we maintain compensation programs that cover employees to align with the variable cash and equity pay component already provided to executive-level employees. We typically make new equity award grants annually and consider adjustments to the components of our executive compensation program in connection with our yearly compensation review, which typically occurs during the first quarter of the year. These determinations are based in part upon market analysis performed by the independent compensation consultant retained by our Compensation Committee as well as by the Company’s business priorities and in consideration of the Company’s resources.

  52. Process for Setting Executive Compensation

    Use of Market Data and Peer Group Analysis In making compensation decisions for our executive officers, including determining the various key elements of compensation for our NEOs, our Compensation Committee develops and approves a peer group from which to derive certain relevant market data to assist it in the review of the Company’s executive compensation. The Compensation Committee believes that the use of a peer group enables it to be better informed about compensation practices and thereby allows the Company to provide compensation that more effectively helps achieve its recruiting, retention and incentive objectives in a highly competitive market for talent. In October 2023, the Compensation Committee engaged Aon to assist in reviewing the compensation peer group and to determine whether any changes should be made to the peer group when setting 2024 compensation for the NEOs (the “Peer Group”). Upon consultation with Aon and a review of market and peer practices, the Compensation Committee set the following criteria for consideration: •Industry — primary emphasis on publicly-traded, US-based sequencing and diagnostic companies •Revenues — a range of approximately $100 million to $860 million •Market Capitalization — a range of approximately $900 million to $9 billion Using these criteria, the Compensation Committee approved the following 15 companies as our Peer Group:

  53. Process for Setting Executive Compensation

    The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. Role of Executive Officers in Compensation Decisions Our Compensation Committee seeks and considers input from our Chief Executive Officer regarding our executive officers’ responsibilities, performance and compensation. Our Compensation Committee considers our Chief Executive Officer’s recommendations as well as any other relevant factors (for example, market data, Company performance, internal equity, and the executive’s experience, tenure, skills, and historical and future expected contributions), and approves the specific compensation for all such executive officers. Our Compensation Committee discusses with the Chief Executive Officer the core operational and financial metrics to drive the business forward, and how various forms of variable and incentive compensation can be applied at the executive level to achieve our goals but the Compensation Committee, or the Board of Directors with respect to the Chief Executive Officer, makes the final decision regarding forms of compensation and metrics to be utilized. Our Compensation Committee meets in executive session, without our Chief Executive Officer, when discussing or making recommendations regarding his compensation.

  54. Components of our Executive Compensation Program

    | Name | 2024 Target Bonus Opportunity (as a % of salary) | 2024 Target Bonus Opportunity Amount | 2024 Actual Bonus (as a % of Target Bonus Opportunity Amount) | 2024 Actual Bonus Amount ($) | | Christian O. Henry | 100% | $730,000 | 30% | 219,000 | | Susan G. Kim(1) | 50% | $242,500 | — | — | | Mark Van Oene | 60% | $363,000 | 30% | 108,900 | | Jeff Eidel(2) | 50% | $242,500 | — | — |

  55. Components of our Executive Compensation Program

    (1)Ms. Kim served as our Chief Financial Officer until December 6, 2024, thus forfeiting her entire bonus. (2)Mr. Eidel served as our Chief Commercial Officer until November 15, 2024, thus forfeiting his entire bonus. Equity Incentives We believe that equity awards promote closer alignment of the interests of our key employees with the development of long-term value for our stockholders. Historically, the Compensation Committee and the Board of Directors have used stock options, RSUs or PSUs to align executives’ interests with that of our stockholders. However, in 2024 we granted only time-based RSUs to align with the interests of our key employees and maximize retention value for our key employees. The Company’s practice is to grant equity awards to existing officers and employees on an annual schedule, and the timing of such annual equity awards is governed by the Company’s equity award granting policy. The Compensation Committee and the Board of Directors may approve equity award grants to be effective at other times, including, but not limited to, the hiring or promotion of an officer or employee. 2024 Annual Equity Awards. In February 2024, after considering input from its compensation consultant, the Compensation Committee and the Board of Directors determined that RSUs were appropriate for further emphasizing the Company’s goals to retain key talent to achieve our revenue and other key goals. Accordingly, for 2024, for annual equity awards, the Company granted to each of Mr. Henry, Ms. Kim, Mr. Van Oene and Mr. Eidel equity awards in the form of RSUs. In determining the annual equity awards for 2024 to the NEOs, the Compensation Committee and the Board of Directors considered the Peer Group data, including the size of the awards as a percent of the Company as well as on a grant date value basis. This information as well as overall company dilution, the limited share reserve pool under the Company’s 2020 Plan, and the desire to further emphasize the Company’s pay-for-performance philosophy by delivering compensation value for extraordinary performance and motivate and retain employees were factored into determining any grants to our NEOs. The Compensation Committee also considered the realized or unrealized value of prior equity awards, and observed general retention risks given the then stock price and significant level of underwater options held by the NEOs. There is no set formula for weighting these factors given the critical nature of each role to the Company, and how this might vary from roles at similarly situated companies. For fiscal year 2024, the Compensation Committee, and the Board of Directors with respect to our Chief Executive Officer, continued to grant RSUs to our NEOs to balance the objectives of incentive and retention as well as in consideration of factors such as overall dilution, burn rate and overhang.

  56. Components of our Executive Compensation Program

    Equity awards to our NEOs are considered by the Compensation Committee and the Board of Directors additionally in the context of the total compensation mix that may be allocated among salary, cash incentives and long-term compensation. The Compensation Committee and the Board of Directors additionally consider the criticality of these roles to the Company as well as the retention objectives for maintaining leadership stability for leading the business forward. The 25th percentile, 50th percentile and 75th percentile pay range for our Peer Group was provided to the Compensation Committee and the Board of Directors, which in turn used this data as a guide in determining equity awards for our NEOs, provided that the Compensation Committee and the Board of Directors, as applicable, applied their own discretion in taking into account any other factors they deemed relevant and appropriate. The Board of Directors and the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards granted in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The following table sets forth the number of shares of our common stock subject to the RSUs granted to our NEOs in 2024:

  57. Components of our Executive Compensation Program

    | | Annual Equity Grants(1) | | Name | RSUs (#) | | Christian O. Henry | 1,605,769 | | Susan G. Kim(2) | 432,692 | | Mark Van Oene | 798,076 | | Jeff Eidel(3) | 461,538 |

  58. Components of our Executive Compensation Program

    (1)Represents awards granted under our 2020 Equity Incentive Plan. (2)Ms. Kim served as our Chief Financial Officer until December 6, 2024, after which the unvested portion of her Annual Equity Grant RSU award terminated. (3)Mr. Eidel served as our Chief Commercial Officer until November 15, 2024, after which the unvested portion of his Annual Equity Grant RSU award terminated. Insider Trading Policy; Prohibition on Short Sales, Hedging & Pledging We have adopted an insider trading policy governing the purchase, sale and other disposition of our securities by our directors, officers, and employees, including their immediate family members and certain other related parties. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report. Directors and employees of the Company, including executive officers, are prohibited by the Company’s Insider Trading Policy from: (1) engaging in short sales of Company securities; (2) engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities; (3) pledging Company securities as collateral for loans; and (4) holding the Company’s common stock in margin accounts. Clawback Policy During 2023, we adopted an updated clawback policy, effective October 2, 2023, for compliance with the Nasdaq Listing Rules and Section 10D of the Exchange Act. The policy generally requires us, in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under applicable securities laws, to recover certain incentive-based compensation made or granted to our NEOs and certain other current or former executive officers. Such incentive compensation generally includes compensation that is granted, earned or vested based in whole or in part on attaining performance goals relating to financial reporting measures, including any stock price and total shareholder return (“TSR”) metrics (with such attainment referred to in the policy as having “received” such compensation), which (i) is received (x)

  59. Change in Control and Severance Benefits

    Change in Control and Severance Benefits We have entered into change in control and severance agreements with each of our NEOs and made certain non-substantive changes with respect to such arrangements in 2024 consistent with best market practices as described further below under the section titled “Change in Control and Severance Arrangements.” We also entered into a separation agreement with Mr. Eidel, the terms of which are described further below under the section titled “Change in Control and Severance Arrangements.” It is expected that from time to time, we would consider the possibility of an acquisition by another company or other change in control event. We recognize that the occurrence or possibility of such a transaction could be a distraction to the NEOs and could cause the individual to consider alternative employment opportunities. We believe that it is important to provide these individuals with severance benefits upon a qualifying termination in connection with a change in control to secure our NEOs’ continued services to us notwithstanding the occurrence, possibility or threat of a change in control, provide them with an incentive to maximize our value in connection with a change in control for the benefit of our stockholders, and provide them with enhanced financial security. These change in control and severance arrangements generally do not affect the determination of our NEOs’ key compensation elements.

  60. Tax Considerations

    Tax Considerations We have not provided any NEO or director with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Section 280G and related Code sections provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. In 2024, due to the limitations of Code Section 162(m), we generally would have received a federal income tax deduction for compensation paid to our Chief Executive Officer and to certain other highly compensated employees only if the compensation was less than $1,000,000 per person during the year. As a result of the Tax Cuts and Jobs Act of 2017, the ability to rely on the “performance-based” compensation exception under Code Section 162(m) was eliminated in 2017. Thus, following the effectiveness of this change, we generally will not be able to take a deduction for any compensation paid to our NEOs and certain other employees in excess of $1,000,000. We did not structure our compensation for our NEOs to qualify as performance-based compensation under Code Section 162(m). We accumulated net operating losses over several years and could not currently benefit from deductions we might otherwise be able to take if we did qualify compensation as performance-based under Code Section 162(m). Further, Code Section 162(m) generally had required a certain rigidity to qualify compensation as performance-based and we believed that it was in the Company’s best interest to retain flexibility and to structure programs in a manner to incentivize our executives to drive long-term stockholder value. Nonetheless, our Compensation Committee maintained for 2024, and intends to continue to maintain, an approach to executive compensation that strongly links pay to performance.

  61. Equity Grant Practices

    Equity Grant Practices We maintain an equity award granting policy, as amended in 2024. Prior to the amendment, the equity award granting policy provided that stock options and other equity awards granted to our new employees below the level of vice president generally became effective on the first 15th day of the month to occur following approval of the equity award by the Compensation Committee (or the Board of Directors, as applicable), whereas stock options granted to our new employees at the level of vice president and above generally became effective on the date of hire. Any equity awards to be granted to newly hired employees below the level of vice president generally were not considered for approval until at least the month following the month in which employment began. The Compensation

  62. Equity Grant Practices

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  63. Equity Grant Practices

    Committee delegated authority to an Equity Award Grant Committee consisting of our Chief Executive Officer, Chief Financial Officer, Chief People Officer and General Counsel, to approve equity awards covering shares of our common stock, within the range of guidelines approved by the Board of Directors or Compensation Committee (based on job grade) and pursuant to our equity award granting policy approved by the Board of Directors (including any revision thereto approved by the Board of Directors or a committee thereof), to newly hired employees who are below the level of vice president (or equivalent title) and who are not subject to Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. Following the amendment to the equity award granting policy in 2024, the policy provides the scope of authority of the equity award grant committee, a committee authorized by the Compensation Committee and consisting of the Chief Executive Officer and certain other members of management (the “Grant Committee”), to grant equity awards to certain newly hired employees. Equity awards under the policy generally are priced based on the Nasdaq closing price at the close of regular trading on the applicable grant date. Equity awards granted to our newly hired employees at the level of vice president and above generally become effective on the later of (i) the date of approval and (ii) date of hire. Any equity awards to be granted to newly hired employees below the level of vice president generally are not considered for approval until at least the month following the month in which employment begins, on the 15th day of such month. Equity awards approved by the Compensation Committee or the Board of Directors, as applicable, may be approved at any time, and become effective on the date of approval. Annual equity awards granted to employees and approved by the Compensation Committee or the Board of Directors, as applicable, generally will become effective on or before the second business day following the date of filing of our form 10-K for the immediately preceding fiscal year. It is not the practice of the Compensation Committee to grant stock options or similar equity awards to employees, including our executive officers, or non-employee directors during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.

  64. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for the years ended December 31, 2024, 2023, and 2022, respectively:

  65. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

  66. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2)(3) | All Other Compensation ($) | Total ($) | | Christian O. Henry | 2024 | 725,025 | — | 8,237,595 | — | 219,000 | — | 9,181,620 | | President and Chief Executive Officer | 2023 | 695,125 | — | 6,636,014 | — | 700,150 | 15,286(4) | 8,046,575 | | | 2022 | 666,667 | — | 1,257,750 | 4,260,247 | 375,200 | 56,387(5) | 6,616,251 | | Susan G. Kim(6) | 2024 | 449,743 | — | 2,219,710 | — | — | — | 2,669,453 | | Former Chief Financial Officer | 2023 | 457,167 | — | 1,832,108 | — | 230,000 | — | 2,519,275 | | | 2022 | 440,833 | — | 468,000 | 1,585,239 | 124,040 | — | 2,618,112 | | Mark Van Oene | 2024 | 601,974 | — | 4,094,130 | — | 108,900 | — | 4,805,004 | | Chief Operating Officer | 2023 | 583,538 | — | 3,665,677 | — | 352,107 | — | 4,601,322 | | | 2022 | 564,167 | — | 2,918,250 | 2,873,329 | 190,512 | 17,433(7) | 6,563,691 | | Jeff Eidel(8) | 2024 | 420,208 | — | 2,367,690 | — | — | 545,269(9) | 3,333,167 | | Former Chief Commercial Officer | 2023 | 456,333 | — | 1,832,108 | — | 230,000 | 15,286(4) | 2,533,727 | | | 2022 | 164,250 | 225,000(10) | 2,400,000 | 2,965,867 | 46,368 | — | 5,801,485 |

  67. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    (1)Amounts shown represent the aggregate grant date fair value of stock option awards granted in 2022; RSUs granted in 2024, 2023, and 2022; and PSUs granted in 2023. The grant date fair value of PSUs is calculated based upon the probable outcome of achievement of the performance conditions as of the grant date. Assuming the highest level of performance is achieved under such performance conditions, the value of the maximum potential payout for such PSUs was $3,738,599 for Mr. Henry, $1,031,642 for Ms. Kim, $2,065,170 for Mr. Van Oene and $1,031,642 for Mr. Eidel. All amounts have been computed in accordance with FASB ASC 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For a discussion of valuation assumptions, see the notes to our financial statements included in our Annual Report. (2)Amounts shown represent all earnings on non-equity incentive plan compensation. (3)Includes cash bonuses paid under the Company’s variable cash incentive program for 2024, including amounts paid under such program that were attributable to the exercise by the Board of Directors and Compensation Committee of discretion, as discussed further above in the section of this Proxy Statement titled “Compensation Discussion and Analysis ― Short-term Cash Incentives.” (4)Represents travel, lodging, and other costs covered by the Company for Messrs. Henry and Eidel in connection with their participation in a Company sales incentive trip in 2023. (5)Consists of $16,142 in travel, lodging, and other costs covered by the Company for Mr. Henry in connection with his participation in a Company sales incentive trip in 2022 and imputed income of $40,245 in connection with non-Company personnel who accompanied Mr. Henry on certain business trips on aircraft paid for by the

  68. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

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  69. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    Company; no additional amounts were actually paid in connection with the additional personnel who traveled on the aircraft with Mr. Henry. Mr. Henry fully reimburses the Company for all applicable withholding taxes associated with the imputed income related to such travel. (6)Ms. Kim served as our Chief Financial Officer until December 6, 2024. No severance was paid in connection with her separation from the Company, and the unvested portion of her equity awards terminated. (7)Represents travel, lodging, and other costs covered by the Company for Mr. Van Oene in connection with his participation in a Company sales incentive trip in 2022. (8)Mr. Eidel was appointed as Chief Commercial Officer effective August 16, 2022 and served until November 15, 2024. Mr. Eidel received severance in connection with his separation from the Company as set forth in the section titled “Change in Control and Severance Arrangements,” and the unvested portion of his equity awards terminated. (9)Consists of $19,871 in travel, lodging, and other costs covered by the Company for Mr. Eidel in connection with his participation in a Company sales incentive trip in 2024 and $545,269 in severance benefits as set forth in the section titled “Change in Control and Severance Arrangements”. (10)Represents a one-time signing bonus for Mr. Eidel in connection with his hire in 2022.

  70. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding the plan-based awards granted to our NEOs for the year ended December 31, 2024:

  71. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024

  72. Grants of Plan-Based Awards for Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Other Stock Awards: Number of Shares of Stock or Units(#)(2) | Grant Date Fair Value of Stock and Option Awards($)(2)(3) | | Name | Grant Date | Threshold | Target | Maximum | | | | Christian O. Henry | 02/13/2024(4) | 73,000 | 730,000 | 730,000 | — | — | | | 02/22/2024 | — | — | — | 1,605,769 | 8,237,595 | | Susan G. Kim(5) | 02/12/2024(4) | 24,250 | 242,500 | 242,500 | — | — | | | 02/22/2024 | — | — | — | 432,692 | 2,219,710 | | Mark Van Oene | 02/12/2024(4) | 36,300 | 363,000 | 363,000 | — | — | | | 02/22/2024 | — | — | — | 798,076 | 4,094,130 | | Jeff Eidel(6) | 02/12/2024(4) | 24,250 | 242,500 | 242,500 | — | — | | | 02/22/2024 | — | — | — | 461,538 | 2,367,690 |

  73. Grants of Plan-Based Awards for Fiscal Year 2024

    (1)The target amounts shown in this column reflect our annual cash incentive plan awards. The maximum amounts in this column reflect the greatest payouts that could be made if pre-established maximum performance levels were met or exceeded. Actual 2024 cash incentive payouts are reflected in the non-equity incentive plan compensation column of the Summary Compensation Table. (2)Represents awards granted under our 2020 Plan. (3)All amounts reported represent the grant date fair value of the equity awards, calculated in accordance with FASB ASC Topic 718 without regard to estimated forfeitures. (4)Corresponds to the date on which our Compensation Committee (or, in the case of Mr. Henry, our Board of Directors) set the target cash incentive amounts payable to each of our executive officers for 2024. The payouts were based on achievement of Company goals and individual performance, as discussed in the section of this Proxy Statement titled “Compensation Discussion and Analysis — Short-term Cash Incentives.” (5)Ms. Kim served as our Chief Financial Officer until December 6, 2024, after which the unvested portion of her equity awards terminated.

  74. Grants of Plan-Based Awards for Fiscal Year 2024

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  75. Grants of Plan-Based Awards for Fiscal Year 2024

    (6)Mr. Eidel served as our Chief Commercial Officer until November 15, 2024, after which the unvested portion of his equity awards terminated.

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents certain information concerning equity awards held by the NEOs that were so designated at the end of the year ended December 31, 2024.

  77. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  78. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | | Option Awards | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Name | Grant Date | Approval Action Date | Exercisable (#) | Unexercisable (#) | | | | | | | | Christian O. Henry | 7/27/2018 | | 35,000 | — | 3.66 | 7/27/2028 | | | | | | | 3/16/2020 | | 35,000 | — | 2.45 | 3/16/2030 | | | | | | | 8/4/2020 | | 46,499 | — | 3.89 | 8/4/2030 | | | | | | | 9/15/2020 | | 1,500,000 | —(4) | 7.32 | 9/15/2030 | | | | | | | 2/16/2021 | | 28,749 | 1,251(6) | 46.37 | 2/16/2031 | | | | | | | 2/16/2021 | | | | | | 3,750(5) | 6,863 | | | | | 3/2/2022 | | 441,574 | 200,726(6) | 11.70 | 3/2/2032 | | | | | | | 3/2/2022 | | | | | | 53,750(5) | 98,363 | | | | | 3/2/2023 | | | | | | 446,015(7) | 816,207 | | | | | 3/2/2023 | 2/14/2023(8) | | | | | | | 49,558(9) | 90,691(9) | | | 2/22/2024 | | | | | | 1,605,769(10) | 2,938,557 | | | | Susan G. Kim(11) | 9/28/2020 | | 400,000 | —(4) | 9.60 | 9/28/2030 | | | | | | | 2/16/2021 | | 11,812 | —(6) | 46.37 | 2/16/2031 | | | | | | | 3/2/2022 | | 164,309 | —(6) | 11.70 | 3/2/2032 | | | | | | Mark Van Oene | 1/8/2021 | | 734,366 | 15,634(4) | 36.70 | 1/8/2031 | | | | | | | 1/8/2021 | | | | | | 83,750(5) | 153,263 | | | | | 3/2/2022 | | 297,820 | 135,380(6) | 11.70 | 3/2/2032 | | | | | | | 3/2/2022 | | | | | | 36,250(5) | 66,338 | | | | | 8/25/2022 | | | | | | 150,000(5) | 274,500 | | | | | 3/2/2023 | | | | | | 246,375(7) | 450,866 | | | | | 3/2/2023 | 2/13/2023(12) | | | | | | | 27,375(9) | 50,096(9) | | | 2/22/2024 | | | | | | 798,076(10) | 1,460,479 | | | | Jeff Eidel(13) | 8/16/2022 | | 67,718 | —(4) | 8.00 | 8/16/2032 | | | | | | | 8/16/2022 | | 257,327 | —(4) | 8.00 | 8/16/2032 | | | | |

  79. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)Represents RSUs that are subject to continued service-based vesting. (2)The value of stock awards not vested was computed by multiplying (x) the closing price of $1.83 for the Company’s common stock on December 31, 2024, by (y) the number of shares of the Company’s common stock subject to the award as of such date. (3)The value of PSUs are calculated based upon the threshold achievement of the performance conditions.

  80. Outstanding Equity Awards at Fiscal Year-End 2024

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  81. Outstanding Equity Awards at Fiscal Year-End 2024

    (4)The option vests over four years with 1/4th of the total number of shares vesting on the first anniversary of the date of grant and 1/48th of such shares vesting monthly thereafter until fully vested, subject to continued service with us through each applicable vesting date. (5)The RSUs vest over four years with 1/4th of the shares vesting on each anniversary of the award’s grant date until fully vested, subject to continued service with us through each applicable vesting date. (6)The option vests over four years with 1/48th of the shares vesting monthly until fully vested, subject to continued service with us through each applicable vesting date. (7)The RSUs vest over four years with 1/4th of the shares vesting on February 15 of each of 2024, 2025, 2026, and 2027, subject to continued service with us through each applicable vesting date. (8)Corresponds to the date on which our Board of Directors, upon recommendation by our Compensation Committee, approved the PSU grant. (9)The PSUs will become eligible to vest upon achievement of a specified threshold level of revenue attainment for fiscal year 2025, and below which no portion of the PSUs will be eligible to vest, subject to continued service with us through the applicable vesting date. Maximum achievement of the revenue goal under the PSUs will result in up to 200% of the target number of shares subject to the PSUs to become eligible to vest. The performance period has not been completed and the dollar amounts represent threshold levels of achievement. (10)The RSUs vest over four years with 1/4th of the shares vesting on February 15 of each of 2025, 2026, 2027, and 2028, subject to continued service with us through each applicable vesting date. (11)Ms. Kim served as our Chief Financial Officer until December 6, 2024, at which point the unvested portion of her equity awards was forfeited and vested but unexercised options remained exercisable for three months. (12)Corresponds to the date on which our Compensation Committee approved the PSU grant. (13)Mr. Eidel served as our Chief Commercial Officer until November 15, 2024, at which point the unvested portion of his equity awards was forfeited and vested but unexercised options remained exercisable for three months.

  82. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024 The following table lists the number of shares acquired and the value realized as a result of vesting of RSUs by the NEOs that were so designated for the year ended December 31, 2024. The value realized on vesting is calculated by multiplying the number of shares acquired on vesting by the market price of common stock on the vesting date. None of our NEOs exercised stock options during the year ended December 31, 2024.

  83. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024

  84. Option Exercises and Stock Vested During Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Christian O. Henry | 366,797 | 1,492,023 | | Susan G. Kim(2) | 90,125 | 400,369 | | Mark Van Oene | 259,000 | 1,410,118 | | Jeff Eidel(3) | 116,050 | 390,804 |

  85. Option Exercises and Stock Vested During Fiscal Year 2024

    (1)The value realized upon vesting of RSUs is calculated by multiplying the number of shares vested by the fair market value of our common stock on the vesting date. (2)Ms. Kim served as our Chief Financial Officer until December 6, 2024, at which point the unvested portion of her equity awards was forfeited and vested but unexercised options remained exercisable for three months. (3)Mr. Eidel served as our Chief Commercial Officer until November 15, 2024, at which point the unvested portion of his equity awards was forfeited and vested but unexercised options remained exercisable for three months.

  86. Option Exercises and Stock Vested During Fiscal Year 2024

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  87. Potential Payments upon Involuntary Termination or Change in Control

    Potential Payments upon Involuntary Termination or Change in Control

  88. Potential Payments upon Involuntary Termination or Change in Control

    | Compensation and Benefits(1) | Involuntary Termination ($) | Involuntary Termination On or Within Change In Control Period ($) | Change in Control ($) | | Christian O. Henry | | | | | Salary | 1,095,000 | 1,095,000 | — | | Performance-based cash bonus | — | 730,000 | — | | Equity acceleration | 1,062,752(2) | 4,222,749(2) | 362,759(3) | | Health care benefits | 48,291 | 48,291 | — | | Total | 2,206,043 | 6,096,040 | 362,759 | | Mark Van Oene | | | | | Salary | 605,000 | 605,000 | — | | Performance-based cash bonus | — | 363,000 | — | | Equity acceleration | — | 2,605,830(2) | 200,385(3) | | Health care benefits | 32,372 | 32,372 | — | | Total | 637,372 | 3,606,202 | 200,385 |

  89. Potential Payments upon Involuntary Termination or Change in Control

    (1)Ms. Kim did not receive any severance in connection with her separation of employment in December 2024, and Mr. Eidel received severance pursuant to his change in control and severance agreement in connection with his separation of employment in November 2024. Consequently, they have been omitted from the table above. The actual severance received by Mr. Eidel is described above in the section of this Proxy Statement entitled “Change in Control and Severance Arrangements”. (2)Includes vesting acceleration of shares of the Company’s common stock subject to options, RSUs and PSUs. Amounts for shares subject to options are calculated as the intrinsic value per option, meaning the product of (x) the number of shares subject to the options that become immediately vested upon either (a) an involuntary termination or (b) an involuntary termination during a change in control period of the Company, as applicable, and (y) the excess, if any, of the closing price of a share of the Company’s common stock on December 31, 2024, which was $1.83 per share, over the per share exercise price of the option. The value of RSUs and PSUs was calculated as the product of (x) the number of shares subject to RSU or PSU (assuming that the applicable performance goals are considered achieved at the target level in accordance with the terms of such award) that become immediately vested upon (A) an involuntary termination or (B) an involuntary termination during a change in control period of the Company, and (y) the closing price of $1.83 for a share the Company’s common stock on December 31, 2024. Amounts shown also represent the vesting acceleration of shares of the Company’s common stock subject to options, RSUs and PSUs in the event that a successor corporation refuses to assume or substitute for such awards upon the Company's change in control, assuming such change in control occurred on December 31, 2024 (the last business day of fiscal 2024), as determined in accordance with the foregoing assumptions in this footnote based on the triggering event being such change in control in lieu of involuntary termination. (3)Includes vesting acceleration of shares of the Company’s common stock subject to PSUs. The value of PSUs was calculated as the product of (x) the number of shares subject to the PSU that become immediately vested upon a change in control (assuming that the applicable performance goals are considered achieved at the target level in accordance with the terms of such award), and (y) the closing price of $1.83 for a share of the Company’s common stock on December 31, 2024.

  90. Potential Payments upon Involuntary Termination or Change in Control

    | | 2025 Proxy Statement | 74 |

  91. Pay Versus Performance

    Pay Versus Performance Our compensation programs are designed to align compensation with business objectives and our financial performance, and to attract, retain, motivate, focus, and reward executives in order to enhance our long-term growth and profitability, foster stockholder value creation, and align executives’ interests with those of our stockholders. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationships between compensation actually paid to our NEOs and company performance. In this section, we refer to compensation actually paid (“CAP”) and other terms used in the applicable SEC rules. For information concerning our compensation philosophy, refer to “Compensation Discussion and Analysis” above.

  92. Pay Versus Performance Table(1)

    Pay Versus Performance Table(1)

  93. Pay Versus Performance Table(1)

    | | | | | | | | Value of Initial Fixed $100 Investment(2) | | | | | Year | Summary Compensation Table (“SCT”) Total for PEO 1 | Compensation Actually Paid to PEO 1(3) | Summary Compensation Table Total for PEO 2 | Compensation Actually Paid to PEO 2(3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (in millions) | Company Selected Measure: Revenue (in millions)(5) | | 2024 | $9,181,620 | $(5,981,089) | N/A | N/A | $3,602,541 | $(4,385,477) | $36 | $118 | $(309.9) | $154.0 | | 2023 | $8,046,575 | $10,050,624 | N/A | N/A | $3,218,108 | $4,126,192 | $191 | $119 | $(306.7) | $200.5 | | 2022 | $6,616,251 | $(13,137,692) | N/A | N/A | $4,472,247 | $(842,693) | $159 | $114 | $(314.2) | $128.3 | | 2021 | $2,866,931 | $(6,449,458) | N/A | N/A | $11,099,491 | $6,128,515 | $398 | $126 | $(181.2) | $130.5 | | 2020 | $12,478,770 | $51,604,237 | $1,717,050 | $8,398,519 | $1,855,694 | $4,749,166 | $505 | $126 | $29.4 | $78.9 |

  94. Pay Versus Performance Table(1)

    (1)The NEOs for each applicable fiscal year are: •2024: PEO 1: Christian O. Henry. Non-PEO NEOs: Susan Kim, Mark Van Oene and Jeff Eidel. Ms. Kim’s last day as an employee of the Company was December 6, 2024. Mr. Eidel's last day as an employee of the Company was November 15, 2024. •2023: PEO 1: Christian O. Henry. Non-PEO NEOs: Susan Kim, Mark Van Oene and Jeff Eidel. •2022: PEO 1: Christian O. Henry. Non-PEO NEOs: Susan Kim, Mark Van Oene, Jeff Eidel, and Peter Fromen. Mr. Fromen resigned from his role as Chief Commercial Officer effective May 20, 2022. Mr. Eidel was appointed as Chief Commercial Officer effective August 16, 2022. •2021: PEO 1: Christian O. Henry. Non-PEO NEOs: Susan Kim, Mark Van Oene, Peter Fromen, and Denis Zaccarin. Dr. Zaccarin ceased to serve as an executive officer after January 8, 2021. Mr. Van Oene was appointed as Chief Operating Officer, and Mr. Fromen was appointed Chief Commercial Officer, effective January 8, 2021. •2020: PEO 1: Christian O. Henry. PEO 2: Michael Hunkapiller. Dr. Hunkapiller stepped down from his role as Chief Executive Officer and President effective September 14, 2020. Non-PEO NEOs: Susan Kim, Susan Barnes, and Denis Zaccarin. Ms. Barnes retired from her role as Executive Vice President and Chief Financial Officer effective August 7, 2020. Mr. Henry was appointed as President and Chief Executive Officer effective September 14, 2020, and Ms. Kim was appointed as Chief Financial Officer effective September 28, 2020. (2)TSR is calculated by assuming that a $100 investment was made at the close of trading on December 31, 2019, and reinvesting all dividends until the last day of each reported fiscal year. (3)The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine CAP, as reported in the Pay Versus Performance table above. The following table details the applicable adjustments that were made to determine CAP.

  95. Pay Versus Performance Table(1)

    | | 2025 Proxy Statement | 75 |

  96. Pay Versus Performance Table(1)

    | Year | Executives | SCT Total | Deduct SCT Stock & Option Awards | Add Year-End Value of Unvested Awards Granted in Year | Add Change in Value of Unvested Awards Granted in Prior Years | Add Fair Value of Vested Awards Granted in Year | Add Change in Value of Vested Awards Granted in Prior Years | Deduct Fair Value of Forfeited Awards in Year | | 2024 | PEO 1 | $9,181,620 | $(8,237,595) | $2,938,557 | $(6,025,059) | — | $(3,838,612) | — | | 2024 | Non-PEO NEOs* | $3,602,541 | $(2,893,843) | $486,826 | $(1,799,745) | — | $(1,513,626) | $(2,267,630) | | 2023 | PEO 1 | $8,046,575 | $(6,636,013) | $6,903,424 | $740,655 | — | $995,983 | — | | 2023 | Non-PEO NEOs* | $3,218,108 | $(2,443,297) | $2,541,755 | $560,532 | — | $249,095 | — | | 2022 | PEO 1 | $6,616,251 | $(5,517,997) | $3,572,661 | $(11,593,565) | $485,101 | $(6,700,144) | — | | 2022 | Non-PEO NEOs* | $4,472,247 | $(3,944,226) | $2,962,458 | $(2,161,553) | $141,415 | $(1,075,233) | $(1,237,802) | | 2021 | PEO 1 | $2,866,931 | $(1,448,052) | $574,247 | $(8,880,638) | $94,868 | $343,184 | — | | 2021 | Non-PEO NEOs* | $11,099,491 | $(10,246,763) | $5,818,159 | $(603,005) | $25,851 | $34,783 | — | | 2020 | PEO 1 | $12,478,770 | $(11,835,900) | $50,961,367 | — | — | — | — | | 2020 | PEO 2 | $1,717,050 | $(551,250) | $3,891,000 | $592,015 | $1,945,500 | $1,061,203 | $(257,000) | | 2020 | Non-PEO NEOs* | $1,855,694 | $(1,535,473) | $4,481,588 | $138,827 | — | $(8,737) | $(182,732) |

  97. Pay Versus Performance Table(1)

    * Presented on an averaged basis (a) For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of equity awards as of each measurement date using valuation assumptions and methodologies (including expected term, volatility, dividend yield and risk-free interest rates) that are consistent with those used to estimate fair value at grant under U.S. GAAP; provided that we made certain adjustments to the valuation assumptions used to calculate option fair values from those disclosed at the time of grant, including to the risk-free rate due to macroeconomic changes between the grant date and valuation dates, the option term in order to incorporate the passage of time in the awards’ life and by the degree to which the option was in or out of the money, the volatilities due to macroeconomic changes in the market for our common stock between the grant date and valuation dates, and to the stock price on the valuation date due to changes in our stock price. All other valuation assumptions are not materially different from the grant-date assumptions and there were no changes in calculation methodology. For additional details on the valuation assumptions used at grant, see Note 9. “Stockholders’ Equity” to the consolidated financial statements included in our Annual Report. (4)The peer group used for relative TSR is the Nasdaq Biotechnology Index, which is the same peer group we use for the stock performance graph included in our Annual Report pursuant to Item 201(e) of Regulation S-K. (5)The company-selected measure is revenue, as described above in “Compensation Discussion and Analysis.” Revenue means all GAAP-based revenue as reflected in our audited financial statements.

  98. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Relationship Between Compensation Actually Paid (CAP) and Performance Measures The Pay Versus Performance table above and graphs below demonstrate that our executives’ CAP is generally aligned with our corporate performance over time. Specifically:

  99. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | • | PEO and Non-PEO NEOs’ pay is strongly aligned with revenue. Each year, PEO and NEO CAP generally fluctuated with our revenue. |

  100. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | | 2025 Proxy Statement | 76 |

  101. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | • | Our revenue, which increased from $78.9 million in 2020 to $154.0 million in 2024, moved in conjunction with PEO and Non-PEO NEOs’ CAP. |

  102. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Other than for fiscal year 2024, PacBio’s TSR has either tracked with or outperformed the TSR of the Nasdaq Biotechnology Index peer group year-over-year. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (in millions) and Company and Nasdaq Biotechnology Index (“NBI”) TSR (12/31/2019 indexed to $100) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs and the average of Compensation Actually Paid to our Non-PEO NEOs, versus the Company’s cumulative TSR and the NBI TSR, as applicable, over the five most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (in millions) and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Income (Loss) during the five most recently completed fiscal years.

  103. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | | 2025 Proxy Statement | 77 |

  104. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    Although Item 402(v) of Regulation S-K requires the description of the relationship between the compensation actually paid for our NEOs and our net income (loss), we do not currently utilize GAAP or non-GAAP net income (loss) as a performance measure in any of our incentive programs. As a result, the impact of year-over-year fluctuations in our net income (loss) has less of an impact on compensation actually paid. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (in millions) and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Company-Selected Measure during the five most recently completed fiscal years.

  105. Relationship Between Compensation Actually Paid (CAP) and Performance Measures

    | | 2025 Proxy Statement | 78 |

  106. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees, excluding our Chief Executive Officer (the employee whose compensation was such median, the “median employee”). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act. In 2024, there were no material changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our Chief Executive Officer pay ratio disclosure. Therefore, we used our median employee identified in 2021 as the median employee to calculate this year’s pay ratio. To identify the median employee, we examined the 2024 total cash and equity compensation using payroll and equity plan records for January 1, 2024 through December 31, 2024 for all full-time, part-time, temporary and seasonal employees, excluding our Chief Executive Officer. Wages were annualized for full-time employees that were not employed by us for the entire calendar year, but wages were not annualized for part-time, temporary and seasonal employees. Other than the foregoing, we did not make any assumptions, adjustments or estimates with respect to our employees’ total cash and equity compensation and used this consistently applied compensation measure to identify our median employee. This approach to identifying our median employee has remained consistent with prior years. This year, we calculated the median employee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our NEOs, as set forth in the Summary Compensation Table above. In 2024, the annual total compensation of our median employee was $199,372, and our Chief Executive Officer’s annual total compensation was $9,181,620 using the amount reported in the “Total” column of our Summary Compensation Table for 2024. The resulting ratio of the total annual compensation of our Chief Executive Officer to our median employee was approximately 46:1. The pay ratio was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above.

  107. Chief Executive Officer Pay Ratio

    | | 2025 Proxy Statement | 80 |

  108. Chief Executive Officer Pay Ratio

    | AUDIT COMMITTEE REPORT |

  109. Chief Executive Officer Pay Ratio

    The following audit committee report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under these acts, except to the extent we specifically incorporate by reference into such filings. Our Audit Committee is composed of “independent” directors, as determined in accordance with the Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act. The Audit Committee has certain duties and powers as described in its charter adopted by the Board of Directors. A copy of the charter can be found on our website at https://investor.pacificbiosciences.com, under “Corporate Governance — Governance Overview”. As described more fully in its charter, the purpose of the Audit Committee is to assist the Board of Directors with its oversight responsibilities regarding our accounting and financial reporting processes and internal controls, the audit and integrity of our financial statements, our compliance with applicable law (including U.S. federal securities laws and other legal and regulatory requirements), and the qualifications, independence and performance of our independent auditors. Management is responsible for preparation, presentation, and integrity of our financial statements as well as our financial reporting process, accounting policies, internal control over financial reporting, and disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee has: •reviewed and discussed our audited consolidated financial statements with management and Ernst & Young LLP, our independent auditors; •discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees, and the Securities and Exchange Commission; •received from Ernst & Young LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with the auditors their independence; and •discussed with Ernst & Young LLP critical audit matters included in their audit opinion. In addition, the Audit Committee has regularly met separately with management and with Ernst & Young LLP and further to the matters specified above, had discussed with Ernst & Young LLP the overall scope, plans, and estimated costs of its audits. The Audit Committee met with Ernst & Young LLP periodically to discuss the results of their examinations, the overall quality of our financial reporting, and their reviews of the quarterly financial statements. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the Securities and Exchange Commission.