DEF 14A of Castle Biosciences Inc, Apr 10, 2024

DEF 14A of Castle Biosciences Inc

Filed Apr 10, 2024 · FY20230001447362-24-000043

Open on EDGAR

  1. Biographies for Class II Director Nominees (term expiring in 2024)

    Biographies for Class II Director Nominees (term expiring in 2024) Set forth below is biographical information for the Class II director nominees. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend them for service as a director.

  2. Biographies for Class II Director Nominees (term expiring in 2024)

    | Name | Experience | Attributes | | Class II - Term Expiring in 2024 | | | | Daniel M. Bradbury Board Chair | •Currently serves on the board of directors of Equillium, Inc. and Vivani Medical Inc. •Previously served as an executive and CEO of Equillium Inc. •Managing member of BioBrit, LLC. •Previously served as President, CEO and Director of Amylin Pharmaceuticals, Inc. •Serves on the board of directors of numerous privately held companies. •Holds a B.S. degree in pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom. | •Commercial Execution •Life Science Industry Experience •Financial Analysis & Control Experience •R&D Scientific Leadership •Regulatory/Lab Services Reimbursement | | Rodney Cotton | •Previously served as Senior Vice President, Chief of Staff and Head of Strategy and Transformation at Roche Diagnostics. Also served as Interim Head of Communications and Senior Vice President, Commercial Operations/West Zone. •Serves on the board of directors of numerous privately held companies. •Holds a B.A. in Biological Sciences & Technology from the University of California, Santa Barbara, an M.S. in Strategic Management from the University of Southern California, and an MBA from the California State University Dominguez Hills. | •Commercial Execution •Life Science Industry Experience •Health System Experience •Regulatory/Lab Services Reimbursement •Diverse Board Member (Gender or Ethnic/Racial) |

  3. Biographies for Class II Director Nominees (term expiring in 2024)

    | 4 | Castle Biosciences 2024 Proxy Statement |

  4. Biographies for Class II Director Nominees (term expiring in 2024)

    | Table of Contents | Proxy Summary |

  5. Biographies for Class I and Class III Directors

    Biographies for Class I and Class III Directors Set forth below is biographical information for the Class I and Class III directors, whose terms of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend them for service as a director.

  6. Biographies for Class I and Class III Directors

    | Name | Experience | Attributes | | Class I - Term Expiring in 2026 | | | | Ellen Goldberg Comp. Committee Nominating and Corporate Governance Committee | •Founder and President of CHORD Consulting. •Previously served as Vice President of Marketing at Crescendo Biosciences and led marketing at Genomic Health. •Holds a B.S. degree in chemistry from Yale University and a M.S. in chemistry and an MBA from Stanford University. | •Commercial Execution Experience •Life Science Industry Experience •Digital Health •Regulatory/ Lab Services Reimbursement •Diverse Board Member (Gender or Ethnic/Racial) •Cybersecurity | | Miles D. Harrison Comp. Committee (Chair) Nominating and Corporate Governance Committee | •Previously Served as the North American President and General Manager at Galderma Laboratories, L.P. Also served as Galderma’s Vice President and General Manager of the Consumer Business Unit. •Holds a B.S. degree in geography from Sheffield Hallam University in the United Kingdom. | •Dermatology Specific Experience •Commercial Execution Experience •Life Science Industry Experience •Financial Analysis & Control Experience | | Tiffany P. Olson Audit Committee Comp. Committee | •Previously served as President of Nuclear & Precision Health Solutions at Cardinal Health. •Previously Served as President at NaviMed and CEO and President of Roche Diagnostics Corporation. •Holds a B.S. degree in business from University of Minnesota and MBA degree from the University of St. Thomas. | •Commercial Execution Experience •Life Science Industry Experience •Financial Analysis & Control Experience •Digital Health •Health System Experience •Diverse Board Member (Gender or Ethnic/Racial) | | Class III - Term Expiring in 2025 | | | | Kimberlee S. Caple Audit Committee Nominating and Corporate Governance Committee | •Currently serves as the President of the Genetic Science Division, at Thermo Fisher Scientific Inc. •Previously served as the Vice President and General Manager of Genetics Sciences of the Genetics Sciences Business and the Vice President and General manager for the Capillary Electrophoresis Business Unit at Thermo Fisher Scientific Inc. •Holds a B.S degree in biology from Purdue University. | •Life Science Industry Experience •Financial Analysis & Control Experience •Health System Experience •R&D Scientific Leadership •Regulatory/Lab Services Reimbursement •Diverse Board Member (Gender or Ethnic/Racial) |

  7. Biographies for Class I and Class III Directors

    | Castle Biosciences 2024 Proxy Statement | 5 |

  8. Biographies for Class I and Class III Directors

    | Proxy Summary | Table of Contents |

  9. Biographies for Class I and Class III Directors

    | Name | Experience | Attributes | | Class III - Term Expiring in 2025 (continued) | | | | G. Bradley Cole Audit Committee (Chair) Comp. Committee | •Previously served as General Manager of Precision Oncology, a unit of Exact Sciences Corporation. •Previously served as Chief Financial Officer and Chief Operating Officer at Genomic Health. •Previously held Chief Financial Officer positions at multiple publicly traded companies, including Applied Biosystems, Inc. •Holds a B.S degree in accounting from Biola University and an MBA from San Jose State University. | •Life Science Industry Experience •Financial Analysis & Control Experience •Regulatory/Lab Services Reimbursement •Cybersecurity | | Derek J. Maetzold President and CEO | •Founded Castle Biosciences and has served as our President, CEO and a member of our Board since inception. •Previously held leadership roles at Encysive Pharmaceuticals, Schering-Plough Corporation (now Merck), Integrated Communications, Amylin Pharmaceuticals and Sandoz Pharmaceuticals (now a division of Novartis). •Currently serves as a director of PreludeDx, Coalition for 21st Century Medicine and IMPACT Melanoma. •Holds a B.S. degree in Biology from George Mason University. | •Dermatology Specific Experience •Commercial Execution Experience •Life Science Industry Experience •Financial Analysis & Control Experience •Health System Experience •R&D Scientific Leadership •Regulatory/Lab Services Reimbursement •Cybersecurity |

  10. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

  11. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | | | Daniel M. Bradbury He has served as a member of our board of directors since September 2012, and as chair of our board of directors since September 2014. Since January 2020, Mr. Bradbury has served as Executive Chairman of Equillium, Inc., a publicly traded biotechnology company, that he co-founded and also served as its CEO from June 2018 until December 2019 and President from March 2017 until June 2018. Mr. Bradbury is the founder of, and has served as the managing member of, BioBrit, LLC, a life sciences consulting and investment firm, since September 2012. Mr. Bradbury served as President, CEO and a director of Amylin Pharmaceuticals, Inc. from March 2007 until Amylin’s acquisition by Bristol-Myers Squibb Company in August 2012. Prior to Amylin, Mr. Bradbury worked in marketing and sales for ten years at SmithKline Beecham Pharmaceuticals. Mr. Bradbury serves on the board of Equillium, Inc. and Vivani Medical Inc., as well as a number of privately held companies. He previously served on the board of directors of the following publicly traded companies: Intercept Pharmaceuticals, Inc., a biopharmaceutical company, from 2016 to 2023; Biocon Limited, an Indian biopharmaceutical company, from 2013 to 2022; Corcept Therapeutics, Inc., a pharmaceutical company, from 2012 to 2019; Geron Corporation, a biotechnology company, from 2012 to 2019; and Illumina, Inc., a biotechnology company, from 2004 to 2017. Mr. Bradbury holds a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from the University of West London in the United Kingdom. | | | Independent Board Chair | | | | Age: 62 | | | | Director since: 2012 | | | | Committees: •None | | | | | Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Bradbury’s extensive experience as a life sciences executive and his other executive and boards of directors experience qualify him to serve on our board of directors. |

  12. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | Castle Biosciences 2024 Proxy Statement | 9 |

  13. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | Proposal One | Table of Contents |

  14. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | | | Rodney Cotton He has served as a member of our board of directors since March 2024. From 2001 to 2023, Mr. Cotton served various roles at Roche Diagnostics, a diagnostics healthcare company. These roles included, most recently, Senior Vice President, Chief of Staff and Head of Strategy and Transformation from January 2020 to June 2023, Interim Head of Communications from May 2022 to October 2022 and Senior Vice President, Commercial Operations from April 2017 to January 2020. Mr. Cotton currently serves on the board of directors of various privately held pharmaceutical, life sciences, venture capital and technology companies. Mr. Cotton completed a Mergers & Acquisition Executive Program at Harvard Business School as well as a Director’s Consortium Executive Program at Stanford Graduate School of Business. Mr. Cotton holds an MBA from the California State University Dominguez Hills, an M.S. in Strategic Management from the University of Southern California, and a B.A. in Biological Sciences & Technology from the University of California, Santa Barbara. | | | Independent Board Chair | | | | Age: 64 | | | | Director since: 2024 | | | | | Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Cotton’s extensive experience and strategic leadership skills as a life science and clinical diagnostic executive qualify him to serve on our board of directors. | | | Committees: •None | |

  15. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | FOR | The Board of Directors Recommends a Vote “FOR” Each Named Nominee. |

  16. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | 10 | Castle Biosciences 2024 Proxy Statement |

  17. Class II Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2027 Annual Meeting of Stockholders

    | Table of Contents | Proposal One |

  18. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

  19. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | | | Kimberlee S. Caple She has served as a member of our board of directors since July 2021. She is currently President, Genetic Science Division (GSD) at Thermo Fisher Scientific Inc. From mid-2020 through January 2022, Ms. Caple was the Vice President and General Manager of the Genetics Sciences Business (“GSB”), a part of the Genetic Sciences Division within Thermo Fisher Scientific. From 2017 through mid-2020, Ms. Caple was the Vice President and General Manager for the Capillary Electrophoresis Business Unit, a part of the GSD. The GSD is made up of five business units which develop, manufacture and commercialize genetic analysis tools and solutions that serve the healthcare, forensic, research and pharmaceutical/biotechnology markets globally. Ms. Caple has a B.S. degree in Biology from Purdue University. | | | Independent Director | | | | Age: 62 | | | | Director since: 2021 | Our Nominating and Corporate Governance Committee and board of directors believe that Ms. Caple’s extensive experience and strategic leadership skills as a life science and clinical diagnostic executive qualify her to serve on our board of directors. | | | Committees: •Audit Committee •Nominating and Corporate Governance Committee | |

  20. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | Castle Biosciences 2024 Proxy Statement | 11 |

  21. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | Proposal One | Table of Contents |

  22. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | | | G. Bradley Cole He has served as a member of our board of directors since December 2018. From November 2019 until April 2020, Mr. Cole served as General Manager, Precision Oncology, a unit of Exact Sciences Corporation, a molecular diagnostics company, following Exact Science Corporation’s acquisition of Genomic Health, Inc. From June 2004 to November 2019, Mr. Cole served as Chief Financial Officer of Genomic Health, Inc., a publicly traded global provider of genomic-based diagnostic tests, where he also served as Chief Operating Officer from January 2009 until March 2018. Mr. Cole previously held Chief Financial Officer positions at multiple publicly traded companies, including Applied Biosciences, Inc. Since July of 2020, Mr. Cole has served on another public company board, Kiniksa Pharmaceuticals, and is a member of the audit committee. Mr. Cole holds a B.S. degree in Accounting from Biola University and an MBA from San Jose State University. | | | Independent Board Chair | | | | Age: 68 | | | | Director since: 2018 | | | | | Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Cole’s extensive experience in finance and operations as a public company executive and knowledge of the diagnostics industry qualify him to serve on our board of directors. | | | Committees: •Audit Committee (Chair) •Compensation Committee | |

  23. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | | | Derek J. Maetzold He founded Castle Biosciences in September 2007 and has served as our President and Chief Executive Officer and as a member of our board of directors since inception. Previously, Mr. Maetzold held leadership roles at Encysive Pharmaceuticals, Schering-Plough Corporation (now Merck), Integrated Communications, Amylin Pharmaceuticals and Sandoz Pharmaceuticals (now a division of Novartis). Mr. Maetzold currently serves as a director of PreludeDx, Coalition for 21st Century Medicine and IMPACT Melanoma. He has contributed to the discovery, development and commercialization of multiple diagnostic tests in cancers, has co-authored multiple scientific publications and is a co-inventor of a number of technologies at Castle Biosciences and Encysive Pharmaceuticals. Mr. Maetzold holds a B.S. degree in Biology from George Mason University and completed additional coursework at the University of Calgary Health Sciences Center and the MBA program at the University of California, Riverside. | | | Director | | | | Age: 62 | | | | Director since: 2007 | | | | Committees: •None | | | | | Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Maetzold’s experience as our founder, director and as our President and CEO, as well as his expertise in the development and commercialization of diagnostic tests, qualify him to serve on our board of directors. |

  24. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | 12 | Castle Biosciences 2024 Proxy Statement |

  25. Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders

    | Table of Contents | Proposal One |

  26. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

  27. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | | | Ellen Goldberg She has served as a member of our board of directors since July 2021. Ms. Goldberg has served as the Founder and President of CHORD Consulting since 2011, where she works with executives of innovative diagnostics companies to develop and commercialize novel products. She has focused her career on ground-breaking technologies in life-threatening and life-altering diseases. From 2009 to 2011, Ms. Goldberg served as Vice President of Marketing at Crescendo Bioscience, developer of Vectra DA®, a multi-biomarker blood test that predicts joint damage and enables treatment changes to improve outcomes in rheumatoid arthritis. Prior to Crescendo, Ms. Goldberg led marketing at Genomic Health, where she launched the Oncotype DX® Breast Cancer Assay, which went from inception to >$108MM in annual revenue during her tenure, and the commercial side of product development for tests in colon cancer, prostate cancer and ductal carcinoma in situ. Ms. Goldberg began her career as a strategy consultant with Booz Allen & Hamilton and developed new products at ALZA Corporation. She has an M.S in Chemistry and an MBA from Stanford University and a B.S. in Chemistry from Yale University. Ms. Goldberg is also a fellow of the Aspen Institute’s Health Innovators Fellowship Program. | | | Independent Director | | | | Age: 50 | | | | Director since: 2021 | | | | Committees: •Compensation Committee •Nominating and Corporate Governance Committee | | | | | Our Nominating and Corporate Governance Committee and board of directors believe Ms. Goldberg’s expertise in the development and commercialization of diagnostic tests and commercial leadership experience in the diagnostics qualify her to serve on our board of directors. |

  28. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | Castle Biosciences 2024 Proxy Statement | 13 |

  29. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | Proposal One | Table of Contents |

  30. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | | | Miles D. Harrison He has served as a member of our board of directors since April 2020 and as Chairman of The Compensation Committee since 2020. From January 2016 through April 2021, Mr. Harrison served as the North American President and General Manager of Galderma Laboratories, L.P., a global dermatology company. During his tenure at Galderma, Galderma launched multiple dermatological and aesthetic brands and new indications across the company’s Prescription, Consumer and Aesthetic businesses. Prior to being in this role as President, Mr. Harrison also served as Galderma’s Vice President and General Manager of Galderma’s Consumer Business Unit from August 2014 until February 2016, launching several brands and completing the first Rx to OTC switch in acne in more than 30 years. Prior to Galderma, Mr. Harrison spent most of his career at Novartis International AG, a global healthcare company based in Switzerland. From June 1987 to February 2014, Mr. Harrison held multiple leadership positions of increasing responsibility at Novartis across the Consumer, Oncology and Pharmaceuticals businesses, most recently as Vice President and Head of Global Advocacy. Mr. Harrison holds a B.A. (Honors) Degree in Geography from Sheffield Hallam University in the United Kingdom and has lived and worked in the United Kingdom, Europe, Middle East and Latin America, in addition to his U.S.- based roles. | | | Independent Director | | | | Age: 59 | | | | Director since: 2020 | | | | Committees: •Compensation Committee (Chair) •Nominating and Corporate Governance Committee | | | | | Our Nominating and Corporate Governance Committee and board of directors believe Mr. Harrison’s experience in dermatology combined with his strategic leadership skills, as an executive in the pharmaceutical and consumer healthcare industry, qualify him to serve on our board of directors. |

  31. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | 14 | Castle Biosciences 2024 Proxy Statement |

  32. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | Table of Contents | Proposal One |

  33. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | | | Tiffany P. Olson She has served as a member of our board of directors since May 2021. From July 2013 to October 2021, Ms. Olson served as President of Nuclear & Precision Health Solutions at Cardinal Health, Inc., a multinational health care services company. From 2011 to 2013, Ms. Olson served as President of NaviMed, a consulting firm focused exclusively on the healthcare industry. From 2009 to 2011, Ms. Olson led Diagnostics at Eli Lilly and Company. From 2005 to 2008, Ms. Olson served as the CEO and President of Roche Diagnostics Corporation, where from 1997 to 2005 she held various roles of increasing responsibility. Ms. Olson currently serves on the boards of Langham Logistics, a privately held freight management company, The Education and Research Foundation for Nuclear Medicine and Molecular Imaging, Telix Pharmaceuticals, a publicly traded biopharmaceutical company on the Australian Securities Exchange, MIMEDX, a publicly traded company, and is a Partner at Trusted Health Advisors. Ms. Olson holds an MBA from the University of St. Thomas, St. Paul, Minnesota, and a Bachelor of Science, Business degree from the University of Minnesota. | | | Independent Board Chair | | | | Age: 64 | | | | Director since: 2021 | | | | Committees: •Audit Committee •Compensation Committee | | | | | Our Nominating and Corporate Governance Committee and board of directors believe that Ms. Olson’s extensive experience in life science and her strategic leadership skills as an executive in the pharmaceutical, diagnostics and health services industry qualify her to serve on our board of directors. |

  34. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | Castle Biosciences 2024 Proxy Statement | 15 |

  35. Class I Directors Continuing in Office Until Castle’s 2026 Annual Meeting of Stockholders

    | Information Regarding the Board of Directors and Corporate Governance |

  36. Compensation Committee

    •evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us; •reviewing and making recommendations to the full board of directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members; •establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law; •reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; •administering our equity incentive plans; •establishing policies with respect to equity compensation arrangements; •reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us; •reviewing and making recommendations to the full board of directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; •reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is required to be included in any such report or proxy statement; •preparing the report that the SEC requires in our annual proxy statement; and •reviewing and assessing on an annual basis the performance of the Compensation Committee and the Compensation Committee Charter. Compensation Committee Processes and Procedures Per its charter, the Compensation Committee meets quarterly and with greater frequency, if necessary. The agenda for each meeting is developed by the chair of the Compensation Committee, in consultation with the CEO based on the responsibilities as outlined in its charter. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The CEO does not participate in, and is not present during, any deliberations or determinations of the Compensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under its charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from internal and external legal or accounting advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, to the extent required by SEC and Nasdaq rules, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq Listing Rule 5605(d)(3)(D), that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. During the fiscal year ended December 31, 2023, after taking into account the considerations prescribed by the SEC and Nasdaq described above, the Company engaged Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), as its compensation consultant. Aon was retained to provide an assessment of the Company’s executive compensation programs in comparison to executive compensation programs at selected publicly traded peer

  37. Compensation Committee

    companies. As part of its engagement, Aon was requested by the Compensation Committee to develop the peer group of comparative companies and to perform analyses of compensation levels for that group. Aon developed peer group and related recommendations that were presented to the Compensation Committee for its consideration. Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. The Compensation Committee has delegated authority to the CEO and Chief Financial Officer, acting jointly (together, the “Authorized Officers”), to grant, without any further action required by the Compensation Committee, equity awards to employees who are below the level of vice president of the Company, within specific approved ranges, which vary by position classification, as set forth by the Compensation Committee. `The purpose of this delegation of authority is to enhance the flexibility of equity award administration within the Company and to facilitate the timely grant of equity awards to non-executive employees and consultants under the 2019 Equity Incentive Plan (the “2019 Plan”) within specified limits approved by the Compensation Committee. Typically, as part of its oversight function, the Compensation Committee will review the list of grants made by the Authorized Officers at each regularly scheduled in-person meeting. The Compensation Committee holds one or more meetings at the end of the year and/or during the first quarter of the year to discuss and make recommendations to the board of directors for annual compensation adjustments, annual bonuses, annual equity awards, and new corporate performance objectives. For executives other than the CEO, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the CEO. In the case of the CEO, the evaluation of his performance is conducted by the Compensation Committee.

  38. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth in summary form information concerning the compensation that was earned by each of our non-employee directors during the fiscal year ended December 31, 2023:

  39. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | Total ($) | | Mara G. Aspinall | 64,250 | 217,454 | — | 281,704 | | Daniel M. Bradbury | 88,500 | 217,454 | — | 305,954 | | Kimberlee S. Caple | 59,250 | 217,454 | — | 276,704 | | G. Bradley Cole | 71,750 | 217,454 | — | 289,204 | | Ellen Goldberg | 56,750 | 217,454 | — | 274,204 | | Miles D. Harrison | 68,000 | 217,454 | — | 285,454 | | Tiffany P. Olson | 61,750 | 217,454 | — | 279,204 |

  40. DIRECTOR COMPENSATION

    (1)Rodney Cotton is not included in the table above as he was appointed as a director in March 2024.

  41. DIRECTOR COMPENSATION

    | Castle Biosciences 2024 Proxy Statement | 27 |

  42. DIRECTOR COMPENSATION

    | Information Regarding the Board of Directors and Corporate Governance | Table of Contents |

  43. DIRECTOR COMPENSATION

    (2)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option and all restricted stock units (“RSU”) awards granted in 2023 computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC 718”). Accordingly, these amounts will vary from the stated value of the awards in the Non-Employee Director Compensation Policy described below. Assumptions used in the calculation of these amounts are described in Note 14 to our consolidated financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts reported in this column reflect the accounting value of these awards and do not correspond to the actual economic value that ultimately may be realized by our non-employee directors. (3)As of December 31, 2023, the aggregate number of shares outstanding under all RSUs held by our non-employee directors were: Ms. Aspinall, 8,636, Mr. Bradbury, 8,636, Ms. Caple, 9,076, Mr. Cole, 8,636, Ms. Goldberg, 9,076, Mr. Harrison, 8,636, and Ms. Olson, 9,123. (4)As of December 31, 2023, the aggregate number of shares outstanding under all options to purchase our common stock held by our non-employee directors were: Ms. Aspinall, 51,039, Mr. Bradbury, 49,921, Ms. Caple, 13,012, Mr. Cole, 74,669, Ms. Goldberg, 13,012, Mr. Harrison, 35,026, and Ms. Olson, 13,583. Mr. Maetzold, our President and CEO, is also a member of our board of directors but did not receive any additional compensation for his service as a director. See the section titled “Compensation Discussion and Analysis—Elements of Our Executive Compensation Program” below for more information regarding the compensation earned by Mr. Maetzold. We have reimbursed and will continue to reimburse all of our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors.

  44. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our board of directors has adopted a non-employee director compensation policy that is applicable to each member of our board of directors who is not also serving as an employee or consultant. Our Compensation Committee reviews non-employee director compensation levels annually and submits recommendations with respect to any changes in non-employee director compensation levels to our Board. In 2023, Aon, our Compensation Committee’s independent compensation consultant reviewed the market competitiveness of our non-employee director compensation policy relative to our compensation peer group and recommended certain changes based on governance best practices and market trends to ensure we can attract and retain a highly qualified board of directors. Upon recommendation of the Compensation Committee, our Board approved an amendment to our non-employee director compensation policy in January 2023 that provided for the following compensation for service on our board of directors: Cash Compensation •an annual cash retainer to $45,000; •an annual cash retainer of $45,000 for service as chair of the board of directors; •an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (committee chairs will not receive this retainer in addition to the committee chair service retainer); and •an additional annual cash retainer of $20,000, $20,000 and $10,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively. Equity Compensation •New Directors: Upon joining the Board, directors receive an initial equity grant valued at $350,000, consisting of a RSU award covering a number of shares of common stock calculated by dividing $350,000 by the average of the closing prices of our common stock for each trading day within the 30 calendar days prior to the grant date

  45. Non-Employee Director Compensation Policy

    | 28 | Castle Biosciences 2024 Proxy Statement |

  46. Non-Employee Director Compensation Policy

    | Table of Contents | Information Regarding the Board of Directors and Corporate Governance |

  47. Non-Employee Director Compensation Policy

    rounded down to the nearest whole share. The shares subject to the initial equity grant will vest in a series of three successive equal annual installments over the three-year period measured from the date of grant. •Current Directors: Annually, following each annual meeting of stockholders, our directors receive an equity grant valued at $200,000, consisting of an RSU award covering a number of shares of common stock calculated by dividing $200,000 by the average of the closing prices of our common stock for each trading day within the 30 calendar days prior to the grant date rounded down to the nearest whole share. The shares subject to the annual equity grant vested in full on the one-year anniversary of the date of grant. In making the decision to allocate grants between stock option and RSUs, the Compensation Committee has continued to monitor the market trends and the investor preference for the Board to be aligned long-term with stockholder value creation. The Board believes that options provide a long-term time horizon reflective of development cycles for our business, while the RSUs provide compensation for current service and reinforce the ownership culture that we have built. Each of the option or RSU grants described above were, or will be, granted under the 2019 Plan. Each such option or RSU grant will vest subject to the director’s continuous service to us, provided that each option or RSU will vest in full upon a change in control (as defined in the 2019 Plan). The term of each option is 10 years, subject to earlier termination as provided in the 2019 Plan, provided that upon a termination of service other than for death, disability or cause, the post-termination exercise period will be three months from the date of termination. An eligible director may decline all or any portion of his or her compensation by giving notice to us prior to the date cash may be paid or equity awards are to be granted, as the case may be.

  48. Diversity, Equity and Inclusion

    Diversity, Equity and Inclusion Castle’s DEI strategy is focused on creating a culture of belonging, where employees can be their authentic selves. Our commitment to DEI starts with our goal of developing a workforce that is diverse in background, knowledge, skill and experience. As of December 31, 2023, our overall workforce was 64% female and 35% ethnically or racially diverse (as self-reported by the employee or, in cases where the employee did not provide this information, as determined by us). Additionally, half of our board of directors is female, which we believe exemplifies our commitment to diversity of opinion and perspectives, starting at the board level. In 2022, we developed our DEI Statement. We have implemented policies and training focused on non-discrimination and harassment prevention. Other notable highlights include: •Engaged with minority colleges to recruit diverse talent and began tracking diverse hiring. •Conducted training with Castle hiring managers on diverse hiring practices in alignment with our affirmative action plan. •Identified three core areas that will guide our DEI strategy and programs going forward. These pillars are: recruiting a diverse workforce, building a culture of inclusion and promoting transparency. We recognize that Castle plays an important part in the lives of our employees and strive to create a transparent workplace where employees feel heard, valued and appreciated for who they are. We encourage every one of our team members to form deeper relationships with those around them. In 2023, we conducted employee surveys and 86% of our employees indicated that they are “engaged” or “enthusiastically engaged” in the culture at Castle compared to the healthcare benchmark of 75% for this survey (the healthcare benchmark average of 75% is for other healthcare companies who conducted the same employee engagement survey in 2023).

  49. Executive Compensation

    The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 31, 2024 by (i) each of our directors; (ii) each of our NEOs; (iii) all of our current executive officers and directors as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of its common stock. Applicable percentages are based on 27,587,023 shares outstanding on March 31, 2024, adjusted as required by rules promulgated by the SEC. Except as otherwise noted below, the address for each person or entity listed in the table is c/o Castle Biosciences, Inc., 505 S. Friendswood Drive, Suite 401, Friendswood, Texas 77546. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or RSUs that are either immediately exercisable or settleable or exercisable or settleable on or before May 30, 2024, which is 60 days after March 31, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options or RSUs for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

  50. Executive Compensation

    (5)Based on information reported in a Schedule 13G filed with the SEC on February 13, 2024, and consists of 1,461,481 shares of common stock held by The Vanguard Group Inc. (“Vanguard”). Vanguard has no sole voting with respect to the shares of common stock, sole dispositive power with respect to 1,412,16 shares of common stock, shared voting power with respect to 27,722 shares of common stock and shared dispositive power with respect to 49,320 shares of common stock. The address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355. (6)Consists of (i) 35,503 shares of common stock and (ii) 59,675 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. (7)Consists of (i) 4,655 shares of common stock held by Daniel M. Bradbury, (ii) 49,909 shares of common stock held by BioBrit, LLC (“BioBrit”), (iii) 25,907 shares of common stock held by Daniel Bradbury Irrevocable Descendant’s Trust, (iv) 25,915 shares of common stock held by Annette Bradbury Irrevocable Descendant’s Trust and (v) 58,557 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. Mr. Bradbury is the managing member of BioBrit and has voting and investment power of the shares held by BioBrit. The address of BioBrit is 2223 Avenida de la Playa, Suite 108, La Jolla, CA 92037. Mr. Bradbury and his spouse are trustees of Daniel Bradbury Irrevocable Descendant’s Trust, and their children are beneficiaries. Mr. Bradbury and his spouse are trustees of Daniel Bradbury Irrevocable Descendant’s Trust and Annette Bradbury Irrevocable Descendant’s Trust, and their children are beneficiaries. (8)Consists of (i) 4,705 shares of common stock and (ii) 21,349 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. (9)Consists of (i) 4,655 shares of common stock and (ii) 83,305 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. (10)Consists of (i) 9,505 shares of common stock and (ii) 21,349 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. (11)Consists of (i) 4,655 shares of common stock and (ii) 43,662 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. (12)Consists of (i) 7,280 shares of common stock and (ii) 22,706 shares of common stock issuable upon the exercise options that are exercisable or will be exercisable or RSUs settleable within 60 days of March 31, 2024. (13)Consists of (i) 69,733 shares of common stock held by Derek J. Maetzold, (ii) 149,000 shares of common stock held by DJM Grantor Retained Annuity Trust No. 5, (iii) 77,439 shares of common stock held by the Derek Maetzold 2020 Irrevocable Trust, (iv) 88,542 shares of common stock held by The Maetzold Descendants 2020 Trust and (v) 10,457 shares of common stock held by The Maetzold 2018 Remainder Trust FBO Emily Carol Kirk, (vi) 10,455 shares of common stock held by The Maetzold 2018 Remainder Trust FBO Peter Douglas Maetzold, (vii) 10,455 shares of common stock held by The Maetzold 2018 Remainder Trust FBO Hannah Elizabeth Maetzold, (viii) 10,455 shares of common stock held by The Maetzold 2018 Remainder Trust FBO John Derek Maetzold and (ix) 493,241 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of March 31, 2024. Mr. Maetzold is a trustee and beneficiary of the DJM Grantor Retained Annuity Trust No. 5. Mr. Maetzold’s spouse is trustee of The Maetzold Descendants 2020 Trust and his spouse, and their children are beneficiaries. Mr. Maetzold is trustee of the Derek Maetzold 2020 Irrevocable Trust, The Maetzold 2018 Remainder Trust FBO Hannah Elizabeth Maetzold, The Maetzold 2018 Remainder Trust FBO Peter Douglas Maetzold, The Maetzold 2018 Remainder Trust FBO Emily Carol Kirk and The Maetzold 2018 Remainder Trust FBO John Derek Maetzold and his children are beneficiaries. (14)Consists of (i) 40,823 shares of common stock and (ii) 151,035 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of March 31, 2024. (15)Consists of (i) 151,411 shares of common stock and (ii) 130,212 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of March 31, 2024. (16)Consists of (i) 48,129 shares of common stock, (ii) 2,230 shares of common stock held by the Tobin W. and Susan M. Juvenal Family Revocable Trust and (iii) 134,812 shares of common stock issuable upon the exercise of stock options that are exercisable or will be exercisable within 60 days of March 31, 2024. Mr. Juvenal and his spouse are trustees of the Tobin W. and Susan M. Juvenal Family Revocable Trust and their children are beneficiaries. (17)Consists of the shares described in footnotes (6) through (16).

  51. EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

    EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES We have designed our executive compensation program to attract, retain, and motivate our executive officers, including our NEOs, by offering competitive compensation packages consisting of a base salary, an annual cash bonus, and long-term equity incentive awards, at a level consistent with market trends and industry data that we believe allows us to compete for the best talent in the highly-competitive environment in which we operate. We believe the approach that has been adopted by our Compensation Committee, which includes consistent stockholder outreach and consideration of the feedback we receive, with its emphasis on variable cash compensation, time-based equity awards, and performance-based equity awards, enables us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.

  52. Stockholder Feedback and Board Responsiveness

    | What We Heard | How We Responded | | Desire to see continued disclosure of our compensation philosophy, design and rationale. | Continue to provide and improve insight into our executive compensation program and our compensation philosophy, and the rationale behind compensation decisions for our NEOs, including the following disclosures: •Enhanced disclosure of our compensation decision process. See “Elements of Our Executive Compensation Program” on page 52. •Disclosure of the peer group we reference when making compensation decisions. See “Peer Group Selections and Market Analysis” on page 50. •Additional detail on our short-term incentive award compensation structure and calculation. See “Performance-Based Equity Incentive Awards” on page 55. | | Desire to have performance-based equity included in the compensation package | Continue to incorporate performance-based equity awards into the long-term incentive compensation for our NEOs. In 2023, no stock awards were granted. We shifted our annual grant from the fourth quarter of the fiscal year to the first quarter of the subsequent year to align with our final Board-approved budget and our financial results. In the first quarter of 2024, the performance-based equity awards represented 50% of the total equity award value for our CEO and 25% for our other NEOs. The performance targets were also increased from two years to three years. In addition to revenue, we included two new performance metrics: •Commercial launch of certain pipeline tests and •Achieving positive EBITDA, by end of 2026. | | Desire for our board of directors to adopt a clawback policy | We adopted our Clawback Policy in 2023, which applies to all executive compensation that is granted, earned or vested based on Castle’s attainment of financial reporting measures. | | Desire for stock ownership guidelines | We adopted our Stock Ownership Guidelines in January 2023 for our directors and Section 16 officers. | | Desire to adopt a policy on director time commitments | We adopted our Director Time Commitment policy in January 2023. |

  53. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee retains an independent compensation consultant in order to provide professional expertise regarding a variety of executive compensation and market practices. The independent consultant assists the Compensation Committee in setting compensation and designing a comprehensive plan. In 2023, the Compensation Committee retained Aon to provide the Compensation Committee with the following services, focusing on all compensation components. In 2023, Aon assisted the Compensation Committee with, among other things: •Reviewing and modifying the compensation peer group; •Providing executive and director market pay analysis to inform policy direction; •Developing executive and director pay programs; •Evaluating equity pay market trends and dilution; •Providing support with stockholder outreach; •Making recommendations with respect to change in control and severance arrangements; and •Reviewing certain proxy disclosures, including this CD&A. The Compensation Committee annually evaluates the independent compensation consultant’s independence and performance under the applicable SEC and Nasdaq listing standards. The Compensation Committee believes that working with an independent compensation consultant furthers our objectives to recruit and retain qualified executives, align their interests with those of stockholders and ensure that their compensation packages will appropriately motivate and reward ongoing achievement of our corporate objectives. The Compensation Committee conducted a specific review of its relationship with Aon in 2023, pursuant to applicable SEC rules and Nasdaq listing standards, and concluded that Aon’s work for the Compensation Committee did not raise any conflicts of interest.

  54. Role of Independent Compensation Consultant

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  55. Role of Independent Compensation Consultant

    | Compensation Discussion and Analysis | Table of Contents |

  56. Use of Competitive Data

    Use of Competitive Data To assess the competitiveness of our executive compensation program and compensation levels, our Compensation Committee, with the assistance of Aon, examines the competitive compensation data for senior executives of our peer companies, including total compensation and each element of compensation. The Compensation Committee uses a peer group to reference recent market data and understand the marketplace. However, the Compensation Committee also recognizes the importance of considering other factors as well, such as individual performance, experience, history and scope of responsibility, current market conditions and the specific needs of the business at critical points in time. The Compensation Committee uses its best business judgment in setting executive compensation and uses peer group data as a reference point. The Compensation Committee conducts an annual assessment of the peer group in order to ensure that it reflects Castle’s most current financial and sector-specific standing.

  57. Peer Group Selection and Market Analysis

    Peer Group Selection and Market Analysis The Compensation Committee engaged its independent compensation consultant, Aon, to provide competitive compensation information including pay levels, trends and mix, to inform the design of our 2023 executive compensation program. Working with the Compensation Committee, Aon constructed a peer group for Castle for the Compensation Committee’s consideration and approval, after reviewing general industry data, industry-specific data and public available information in proxy statements and other SEC filings. The objective was to identify companies representing Castle's broad labor market for talent while maintaining comparability, having sufficient group size to avoid distortions from a single company, and ensuring sufficient and credible data are available. The peer groups outlined below are a result of this work. When reviewing competitive market data, the Compensation Committee examines the range of market data but does not set a specific targeted percentile as part of its compensation philosophy. An executive's positioning against the competitive labor market is intended to reflect that executive's experience, marketability and performance over a period of time. While the Compensation Committee uses competitive benchmarking in determining appropriate compensation ranges, the Compensation Committee generally avoids making “automatic” adjustments based solely on an employee's positioning relative to the market. The Compensation Committee believes this approach better utilizes competitive data to facilitate, rather than dictate, the Company's compensation decisions, which results in appropriate recognition of our top performers. Depending on whether the Company and an individual’s performance exceed the specified performance criteria, realized total compensation during any given year may be above or below the benchmark compensation levels. The amount and structure of compensation can also vary by executive due to negotiations and competitive pressures inherent in attracting and hiring experienced diagnostic managerial talent. To help attract and retain such talent, the Compensation Committee also seeks to provide an appropriate level of employee benefits comparable to those in the diagnostics industry and to publicly traded companies. Each year, Aon reviews the external market data and evaluates the composition of our peer group to ensure it appropriately reflects our growth, the increase in our revenues and market capitalization and the consolidation in our industry. 2023 Peer Group In the fall of 2022, the Compensation Committee updated the peer group for 2023. A boarder metric was used to account for the company being at the top quartile. Specifically, with the assistance of Aon, the Compensation Committee considered companies: •in the life sciences industry (specifically molecular diagnostic companies, biotechnology and select pharmaceutical companies), life sciences tools, health equipment and supplies as a reflection of the talent market; •with revenues of approximately three-fourths (0.75x) to five times (5x) our then-projected revenue (when rounded, this resulted in a range of $100 million to $700 million in revenue); and

  58. Peer Group Selection and Market Analysis

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  59. Peer Group Selection and Market Analysis

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  60. Peer Group Selection and Market Analysis

    •with market value of approximately one-half (0.5x) to four times (4x) our market capitalization at the time (resulting in a range of between $300 million to $2.5 billion in market capitalization). The 2023 Peer Group consists of the 17 companies listed in the table below. At the time the Compensation Committee approved the 2023 Peer Group, we were at approximately the 25th percentile for market capitalization among the 2023 Peer Group, approximately the 20th percentile for revenue and above the 90th percentile for annual revenue growth. The Compensation Committee considered this a reasonable balance and a good representation of companies that were of similar scope and complexity that are aligned with the potential growth of the Company. The companies comprising the 2023 Peer Group selected by Aon and approved by the Compensation Committee are listed below:

  61. Peer Group Selection and Market Analysis

    | • Adaptive Biotechnologies Corporation (ADPT) | • Guardant Health, Inc. (GH) | • Natera, Inc. (NTRA) | • Quanterix Corporation (QTRX) | • Veracyte, Inc. (VCYT) | | • Axonics, Inc. (AXNX) | • Invitae Corporation (NVTAQ) | • NeoGenomics, Inc. (NEO) | • ShockWave Medical, Inc. (SWAV) | | | • CareDx, Inc. (CDNA) | • iRhythm Technologies, Inc. (IRTC) | • OraSure Technologies, Inc.(OSUR) | • Silk Road Medical, Inc. (SILK) | | | • Codexis, Inc. (CDXS) | • NanoString Technologies, Inc. (NSTGQ) | • Pacific Biosciences of California, Inc. (PACB) | • Twist Bioscience Corporation (TWST) | |

  62. Peer Group Selection and Market Analysis

    Changes from Prior Peer Group(1)

  63. Peer Group Selection and Market Analysis

    | Added for 2023 | Removed for 2023 | | Adaptive Biotechnologies Corporation | Enanta Pharmaceuticals, Inc. | | | Intersect ENT, Inc. | | | Personalis, Inc. | | | Vapotherm, Inc. |

  64. Peer Group Selection and Market Analysis

    (1)Primarily due to change in revenue, market value, and/or being acquired.

  65. Peer Group Selection and Market Analysis

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  66. Peer Group Selection and Market Analysis

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  67. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses Annual performance-based cash bonuses are designed to provide our NEOs with appropriate incentives to achieve defined annual performance goals. Payments under our annual cash bonus program are primarily based on the achievement of corporate performance goals pre-established by our Board. Goals are typically approved in the first quarter and are designed to incentivize focus and strong execution on the part of the leadership team. Actual performance against these performance goals funds the annual bonus plan pool and threshold levels of performance must be met for the pool to be funded. Each of our NEOs participated in our 2023 annual cash bonus program. Executive officers who participate in this plan have a pre-established threshold, target and maximum cash bonus award opportunities, expressed as a percentage of their base salary. For 2023, our NEOs had the annual cash bonus opportunities set forth in the table below.

  68. Annual Performance-Based Cash Bonuses

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  69. Annual Performance-Based Cash Bonuses

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  70. Annual Performance-Based Cash Bonuses

    | | Payout Opportunities (as a percentage of base salary) | | | | Named Executive Officer | Threshold | Target | Maximum | | Derek J. Maetzold | 52.3% | 95.0% | 163.9% | | Frank Stokes | 27.0% | 50.0% | 83.0% | | Tobin W. Juvenal | 27.0% | 50.0% | 83.0% | | Kristen M. Oelschlager | 27.0% | 50.0% | 83.0% |

  71. Annual Performance-Based Cash Bonuses

    Payouts for the annual performance-based cash bonus are also based on the achievement of individual performance goals, other than for Mr. Maetzold, whose cash bonus award opportunity is based 100% on corporate performance goals. For the other NEOs, 80% of their cash bonus award opportunity is based on the achievement of corporate performance goals, with the remaining 20% based on individual performance goals. The individual performance factor can then be adjusted by a multiplier–up or down–depending upon the Compensation Committee’s assessment. The individual performance multipliers for the other NEOs are the same multipliers used for all other Castle employees. The Compensation Committee assesses the individual performance factor attainment that determines this component (taking into consideration the assessment by the CEO) for the other NEOs. The Compensation Committee then makes a recommendation to the independent members of the board for review and approval. Payments related to the achievement of individual performance goals over the target level are reported as a discretionary bonus, as discussed further below. In January 2024, the independent members of our Board, on the recommendation of the Compensation Committee, certified the achievement of our corporate performance goals for the 2023 annual bonus plan as follows:

  72. Annual Performance-Based Cash Bonuses

    | Goal Category | Corporate Performance Goals | Target | Actual | Target Weighting | Actual Weighting | | Revenue | Adjusted revenue for the year ended December 31, 2023 | $178.0 million calculated as net revenue adjusted for reimbursement for one of our tests | $220 million (adjusted down to $196.6 million for reimbursement for one of our tests) (represents +60% increase year-over-year and exceeded 2023 guidance) | 60.0% | 93.0%(1) | | Reimbursement | •Achievement of certain reimbursement rates for DecisionDx-Melanoma, TissueCypher, and MyPath Melanoma •Certain commercial coverage achievements related to Castle’s proprietary tests | •Achieve specified reimbursement rates •Achieve positive medical policy for a specified number of payers | •Specified reimbursement rates achieved •Positive medical policy achieved for the specified number of payers | 20.0% | 19.0%(2) | | Pipeline | •Project 1(Inflammatory Skin Disease) •Project 2 | Complete discovery phase | •Project 1 - Achieved •Project 2 - Achieved | 20.0% | 25.0%(3) | | | | | | 100.0% | 137.0% |

  73. Annual Performance-Based Cash Bonuses

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  74. Annual Performance-Based Cash Bonuses

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  75. Annual Performance-Based Cash Bonuses

    (1)The Compensation Committee used a sliding scale of revenue performance ranging from $160.0 million to $223.0 million to determine the actual weighting. The Compensation Committee used a sliding scale rather than a fixed threshold in order to better align the actual bonus payouts to the actual level of revenues, given the wide range of possible results. All points on this scale represent an increase in revenue performance from the prior year. The actual revenue for 2023 was $220.0 million, but this was adjusted down to $196.6 million for reimbursement for one of our tests. For illustration purpose, only the maximum, actual, target and minimum on the sliding scale of revenue is displayed.

  76. Annual Performance-Based Cash Bonuses

    | | 2023 Revenue ($ millions) | Growth over 2022 Revenue of $137M | Factor for Pool Funding (A) | Target Weighting (B) | Actual Weight for Revenue Component (A x B) | | Maximum | $223.0 | 63% | 200% | 60% | 120% | | Actual | $196.6 | 43% | 155% | 60% | 93% | | Target | $178.0 | 30% | 100% | 60% | 60% | | Minimum | $160.0 | 17% | 35% | 60% | 21% |

  77. Annual Performance-Based Cash Bonuses

    (2)Actual weighting could have ranged between 0% (for below threshold performance of all components) and 20.0% (for target performance of all components). The threshold performance level for both components would have resulted in a weighting of 19.0%. The actual outcome was based on objectively determinable information with respect to achievement of specified reimbursement rates and a specified number of payers for which a positive medical policy was achieved. No discretion was applied by the Compensation Committee. We are not disclosing the specific targets or specific actual outcomes of these metrics because we believe it would provide our competitors with insight into our internal confidential strategic operations and planning processes and could cause us competitive harm.

  78. Annual Performance-Based Cash Bonuses

    | Milestone | Percent Range | Actual Achieved | | Achieve specified reimbursement rates | 0% to 15% | 15% | | Achieve positive medical policy for a specified number of payers | 0% to 5% | 4% | | | | 19% |

  79. Annual Performance-Based Cash Bonuses

    (3)Actual weighting could have ranged between 0% (for below threshold performance of all components) and 20.0% (for target performance of all components). An additional 5% is added if certain milestone was achieved. The threshold performance level for both components would have resulted in a weighting of 25.0%. The actual outcome was based on objectively determinable information with respect to the number of patients enrolled and number of active centers. No discretion was applied by the Compensation Committee. We are not disclosing the specific targets or specific actual outcomes of these metrics because we believe it would provide our competitors with insight into our internal confidential strategic operations and planning processes and could cause us competitive harm.

  80. Annual Performance-Based Cash Bonuses

    | Milestone | Percent Range | Achieved | | Project 1 (Inflammatory Skin Disease) | 0% to 10% | 10% | | Project 2 | 0% to 10% | 15%* | | | | 25% |

  81. Annual Performance-Based Cash Bonuses

    * Additional 5% for overachieving certain milestone The Compensation Committee selected these corporate performance goals and this incentive structure in order to measure a variety of key drivers of Castle’s performance that it expects to contribute to Castle’s long-term growth. The Compensation Committee believes that the revenue metric represents the most important of these metrics due to its importance to our financial results and its use by investors in understanding our business. Revenue also represents a culmination of our efforts across multiple initiatives, including the effectiveness of our sales and marketing efforts and achieving reimbursement milestones. Therefore, the revenue metric received the greatest weight.

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  83. Annual Performance-Based Cash Bonuses

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  84. Annual Performance-Based Cash Bonuses

    The individual performance of the NEOs (other than the CEO) was also certified by the Compensation Committee, after consideration of feedback from the CEO, and was set at 110%, 130% and 120% for Mr. Stokes, Mr. Juvenal and Ms. Oelschlager, respectively. For 2023, the target level of payout for the personal portion of the bonus was 100% and the maximum was at 140%. These payout percentages are based on an internal performance rating assessment applied to each individual and corresponded with the approach we used internally for other employees in assessing the individual performance goals. Target level of performance is indicative of meeting the minimum expectations for the role. The Compensation Committee determined that above target level of performance was warranted for each of these executive officers. Based on their respective performance ratings, the Compensation Committee decided to award amounts for the personal portion of the bonus above the target level. Payments related to achievement of individual performance goals above the individual performance level of 100% are considered discretionary amounts. Such amounts are reported in the “Bonus” column of the Summary Compensation Table instead of the “Non-equity incentive plan compensation” column. Such incremental amounts awarded to Messrs. Stokes and Juvenal and Ms. Oelschlager for 2023 were $4,888, $14,469 and $9,646, respectively. The calculation of our NEOs’ earned annual incentives for 2023 were as follows:

  85. Annual Performance-Based Cash Bonuses

    | Name | Base Salary ($) | Target Bonus (%) | Target Bonus ($)(1) | Corporate Performance Actual (%) | Corporate Performance Weighting (%) | Individual Performance Actual (%) | Individual Performance Weighting (%) | Actual Bonus ($)(2) | | Derek J. Maetzold | 686,400 | 95 | 652,080 | 137.0 | 100 | — | — | 893,350 | | Frank Stokes | 488,800 | 50 | 244,400 | 137.0 | 80 | 110 | 20 | 321,630 | | Tobin W. Juvenal | 482,300 | 50 | 241,150 | 137.0 | 80 | 130 | 20 | 326,999 | | Kristen M. Oelschlager | 482,300 | 50 | 241,150 | 137.0 | 80 | 120 | 20 | 322,176 |

  86. Annual Performance-Based Cash Bonuses

    (1)Target Bonus is calculated as Base Salary multiplied by Target Bonus (%). (2)Actual bonus is calculated as follows: (Target Bonus ($) x Corporate Performance Actual x Corporate Performance Weighting) + (Target Bonus ($) x Individual Performance Actual x Individual Performance Weighting). As a percentage of target bonus, the actual bonus amounts earned were 137.0%, 131.6%, 135.6% and 133.6% for Messrs. Maetzold, Stokes and Juvenal and Ms. Oelschlager, respectively.

  87. Equity-Based Incentive Awards

    Equity-Based Incentive Awards Overview Since our initial public offering (“IPO”) in July 2019, we have granted and intend to grant equity-based incentive awards pursuant to the 2019 Plan, which our board of directors adopted and our stockholders approved in July 2019. We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interest of our employees, consultants and directors with the financial interests of our stockholders. In addition, we believe that our ability to grant equity-based awards helps us to attract, retain and motivate employees, consultants and directors, and encourages them to devote their best efforts to our business and financial success. Our Compensation Committee is responsible for approving equity grants or making recommendations regarding equity grants to the Board. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment and annually thereafter. Shift in Grant Timing Historically, we have granted annual equity awards to all employees, including our executive officers, in the fourth quarter, the last month of our fiscal year. In fiscal year 2023, in order to be further aligned with our pay-for-performance philosophy, the Compensation Committee decided to shift the timing of the grant of equity awards to

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  89. Equity-Based Incentive Awards

    | Compensation Discussion and Analysis | Table of Contents |

  90. Equity-Based Incentive Awards

    our executive officers from the fourth quarter of our fiscal year to the first quarter of our subsequent fiscal year. This will provide us with the benefit of our final, Board-approved budget and our financial results, prior to setting performance goals for the executive officers’ PSUs and to align total equity awards with performance. Therefore, no annual equity awards were granted to our executive officers during fiscal year 2023. We anticipate that our executive officers will continue to receive their annual equity awards in the first quarter of each subsequent fiscal year based on the performance of the previous year. Performance-Based Equity Incentive Awards Based on a combination of stockholder feedback, our peer group and the maturity of the Company, the Compensation Committee approved the grant of PSUs to our NEOs in December 2022. We did not grant any PSUs to our NEOs in 2023, but granted PSUs to them in the first quarter of 2024 with an estimated fair value at the time of grant of $2.9 million to Mr. Maetzold, $375,000 to Mr. Stokes, $425,000 to Mr. Juvenal, and $425,000 to Ms. Oelschlager. The PSUs were granted with a multi-year financial metric and vest as those financial metrics are met. The Compensation Committee selected revenue as a metric because it believes that as an early-stage commercial company, revenue is a critically important financial measure in understanding our current business performance and assessing our future potential. The Compensation Committee also considered that revenue is also a component of the annual cash incentive bonus plan and determined that given the importance of revenue and that it represents a culmination of our efforts across multiple initiatives, including the effectiveness of our sales and marketing efforts and achieving reimbursement milestones, it was appropriate to also use revenue for the PSU performance metric. Started in 2024, the PSU performance target was increased from two years to three years and the metrics also included the commercial launch of certain pipeline tests and achieving positive EBITDA by end of 2026. We are not disclosing the specific targets or specific actual outcomes of these metrics because we believe it would provide our competitors with insight into our internal confidential strategic operations and planning processes and could cause us competitive harm. Equity Award Mix In December 2022, based on consideration of stockholder feedback and the recommendations of the Compensation Committee and Aon, our Board approved the following mix of long-term equity incentive:

  91. Equity-Based Incentive Awards

    | Name | Time-based RSUs | PSUs | | Derek J. Maetzold | 50% | 50% | | Frank Stokes | 75% | 25% | | Tobin W. Juvenal | 75% | 25% | | Kristen M. Oelschlager | 75% | 25% |

  92. Equity-Based Incentive Awards

    The time-based RSUs vest in annual installments over a four-year period subject to the holder’s continuous service with us. The PSUs vest contingent upon the achievement of the Revenue Target and the required service period, as described above. NEOs are set at 75% for retention and to help foster teamwork. Stock Options We have not granted stock options to our NEO since 2021, but may grant options to them in the future as part of the equity mix. All options are granted with a per share exercise price equal to no less than the fair market value of a share of our common stock on the date of the grant of such award. Generally, our stock option awards vest over a four-year period subject to the holder’s continuous service with us.

  93. Equity-Based Incentive Awards

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  94. Equity-Based Incentive Awards

    | Table of Contents | Compensation Discussion and Analysis |

  95. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL BENEFITS UPON TERMINATION OR CHANGE-IN-CONTROL This “Potential Benefits upon Termination or Change-in-Control” section should be read in conjunction with the “—Potential Payments upon Termination or Change-in-Control” section below, which provides a table that quantifies the benefits described in this section.

  96. Severance and Change in Control Plan

    Severance and Change in Control Plan Regardless of the manner in which a NEO’s service terminates, each NEO is entitled to receive amounts earned during his or her term of service, including unpaid salary and any unused vacation time. In addition, each of our NEOs is eligible to receive certain benefits in connection with certain terminations pursuant to his or her participation agreement with our Severance and Change in Control Plan (the “Severance Plan”), including continuing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). The term “change-in-control” has the meaning provided in the 2019 Plan, as further described below. The definitions of “covered termination” and “good reason” referenced below are in the Severance Plan filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Mr. Maetzold. Upon Mr. Maetzold’s covered termination during a non-change in control period, Mr. Maetzold will be eligible to receive (i) continued base salary for 18 months, to be paid in accordance with our normal payroll procedures and less any applicable withholdings, (ii) a cash bonus equal to 150% of the greater of the most recent annual performance bonus target or actual bonus earned, to be paid in equal regular installments over 18 months in accordance with our normal payroll procedures and less any applicable withholdings, (iii) continuation of coverage under COBRA at our expense for up to 18 months, and (iv) 18 months’ acceleration on the vesting of any unvested portion of outstanding time-vesting equity awards. In the event Mr. Maetzold’s covered terminated occurs during a change-in-control period (beginning three months before, and ending 12 months following a change-in-control), he will be eligible to receive (i) continued base salary for 36 months, payable in a lump sum after the date of termination less any applicable withholdings, (ii) a cash bonus equal to 300% of annual performance bonus target for the year in which the event occurs, to be paid in a lump sum after the date of termination, (iii) continuation coverage under COBRA at our expense for up to three years, and (iv) immediate vesting of any unvested portion of time-vesting equity awards outstanding as of the date of termination. In addition, if Mr. Maetzold resigns without “good reason” then he will be entitled to 12 months of continued payments of his base salary. In all events of termination, Mr. Maetzold will be paid for any unused earned vacation time. In connection with a change-in-control, if (i) the successor or acquiring entity does not assume or continue Mr. Maetzold’s equity awards, and (ii) he continues to be employed through the effective date of the change-in-control, then all his unvested and outstanding equity awards will vest, and any performance-vesting award will accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of the change-in-control. Mr. Stokes. Upon Mr. Stokes’ covered termination during a non-change in control period, he will be eligible to receive (i) continued base salary for 12 months, to be paid in accordance with our normal payroll procedures and less any applicable withholdings, (ii) a cash bonus equal to the annual target bonus for the current year (iii) continuation of coverage under COBRA at our expense during such 12 month period, and (iv) 12 months’ accelerated vesting of any unvested portion of outstanding time-vesting equity awards. In the event Mr. Stokes’ covered termination occurs during a change of control period, he will be eligible to receive (i) continued base salary for 12 months, payable in a lump sum after the date of termination less any applicable withholdings, (ii) a cash bonus equal to the annual target bonus for the prior year, to be paid in a lump sum after the date of termination (iii) continuation of coverage under COBRA at our expense during such 12 month period, and (iv) immediate vesting of any unvested portion of time-vesting equity awards outstanding as of the date of termination. In all events of termination, Mr. Stokes will be paid for any unused earned vacation time. In connection with a change in control, if (i) the successor or acquiring entity does not assume or continue Mr. Stokes’ equity awards, and (ii) he continues to be employed through the effective date of the change in control, then all his unvested and outstanding equity awards will vest, and any performance-vesting award will accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of the change-in-control.

  97. Severance and Change in Control Plan

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  98. Severance and Change in Control Plan

    | Table of Contents | Compensation Discussion and Analysis |

  99. Severance and Change in Control Plan

    Mr. Juvenal. Upon Mr. Juvenal’s covered termination during a non-change in control period, he will be eligible to receive (i) continued base salary for 12 months, to be paid in accordance with our normal payroll procedures and less any applicable withholdings, (ii) a cash bonus equal to the annual target bonus for the current year (iii) continuation of coverage under COBRA at our expense during such 12 month period, and (iv) 12 months’ accelerated vesting of any unvested portion of outstanding time-vesting equity awards. In the event Mr. Juvenal’s covered termination occurs during a change of control period, he will be eligible to receive (i) continued base salary for 12 months, payable in a lump sum after the date of termination less any applicable withholdings, (ii) a cash bonus equal to the annual target bonus for the prior year, to be paid in a lump sum after the date of termination (iii) continuation of coverage under COBRA at our expense during such 12 month period, and (iv) immediate vesting of any unvested portion of time-vesting equity awards outstanding as of the date of termination. In all events of termination, Mr. Juvenal will be paid for any unused earned vacation time. In connection with a change in control, if (i) the successor or acquiring entity does not assume or continue Mr. Juvenal’s equity awards, and (ii) he continues to be employed through the effective date of the change in control, then all his unvested and outstanding equity awards will vest, and any performance-vesting award will accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of the change-in-control. Ms. Oelschlager. Upon Ms. Oelschlager’s covered termination during a non-change in control period, she will be eligible to receive (i) continued base salary for 12 months, to be paid in accordance with our normal payroll procedures and less any applicable withholdings, (ii) a cash bonus equal to the annual target bonus for the current year (iii) continuation of coverage under COBRA at our expense during such 12 month period, and (iv) 12 months’ accelerated vesting of any unvested portion of outstanding time-vesting equity awards. In the event Ms. Oelschlager’s covered termination occurs during a change of control period, she will be eligible to receive (i) continued base salary for 12 months, payable in a lump sum after the date of termination less any applicable withholdings, (ii) a cash bonus equal to the annual target bonus for the prior year, to be paid in a lump sum after the date of termination (iii) continuation of coverage under COBRA at our expense during such 12 month period, and (iv) immediate vesting of any unvested portion of time-vesting equity awards outstanding as of the date of termination. In all events of termination, Ms. Oelschlager will be paid for any unused earned vacation time. In connection with a change in control, if (i) the successor or acquiring entity does not assume or continue Ms. Oelschlager’s equity awards, and (ii) she continues to be employed through the effective date of the change in control, then all her unvested and outstanding equity awards will vest, and any performance-vesting award will accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of the change-in-control. All severance benefits described above are subject to (i) the execution and effectiveness of a release of claims in favor of us and (ii) compliance with the executive’s employment agreement and employee proprietary information agreement. Each of our NEOs holds stock options, time-based RSUs and PSUs under the Castle Biosciences, Inc. 2008 Stock Plan (the “2008 Plan”), the Castle Biosciences, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) and/or the 2019 Plan that were granted subject to the general terms of the applicable equity plan and the form of stock option or RSU agreement, as applicable. A description of the change-in-control provisions in the 2008 Plan, 2018 Plan and 2019 Plan are set forth below. Specific vesting terms of each NEO’s stock options, RSUs and PSUs are described under “—Outstanding Equity Awards at Fiscal Year End.”

  100. PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION

    PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION There were no defined benefit pension or nonqualified deferred compensation plans in place for 2023. Our board of directors may elect to provide our officers and other employees with such benefits in the future if it determines that doing so is in our best interests.

  101. PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION

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  102. PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION

    | Compensation Discussion and Analysis | Table of Contents |

  103. Retirement Policy

    Retirement Policy During 2022, our Board evaluated the retentive and succession planning value of a retirement policy. In January 2023, our Board adopted a retirement policy for our employees who (i) generally are at or above the Vice President level on the date of their retirement, (ii) are at least 60 years of age and (iii) have completed at least five years of service with us. For equity awards that are subject to time-vesting, acceleration of the vesting and exercisability of any then-outstanding equity awards to the extent such awards were scheduled to vest during the vesting period following the retirement date based solely on the eligible employee’s continued employment with us, had such employee remained employed by us through such date, such that such portion of the then-outstanding equity award will be deemed immediately vested and exercisable as of the date immediately preceding the retirement date. For equity awards that are subject to performance-vesting, if the relevant performance conditions of any then-outstanding equity award are achieved prior to the retirement date but the award remains subject to time-vesting and is scheduled to vest during the vesting period following the retirement date based solely on the eligible employee’s continued employment with us, had such employee remained employed by the Company through such date, the earned portion of the award will be deemed immediately vested and exercisable as of the date immediately preceding the retirement date. If the relevant performance conditions of any then-outstanding equity awards are not achieved prior to the retirement date, the award shall be treated according to their individual award agreements.

  104. Retirement Policy

    The vesting periods are as follows: •CEO: 24 months, plus an additional six months for each year of service after the age of 66. •Senior Vice President and above: 18 months, plus an additional three months for each year of service after the age of 66. •Vice President and below: nine months, plus an additional three months for each year of service after the age of 66. Eligible employees will have 12 months following the retirement date to exercise the outstanding and vested time-vesting equity awards. Currently Mr. Maetzold and Mr. Juvenal meet the requirements for accelerated vesting upon retirement under the Retirement Policy. This policy was adopted to facilitate and support ongoing organizational changes as we build and scale the business for growth and to assist with succession planning activities.

  105. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  106. SUMMARY COMPENSATION TABLE

    | Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock awards ($)(2) | Option awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Derek J. Maetzold President and CEO | 2023 | 686,400 | — | — | — | 893,350 | 26,234 | 1,605,984 | | | 2022 | 660,000 | — | 6,102,902 | — | 771,375 | 18,300 | 7,552,577 | | | 2021 | 625,000 | — | 2,500,003 | 2,656,954 | 722,500 | 17,400 | 6,521,857 | | Frank Stokes Chief Financial Officer | 2023 | 488,800 | 4,888 | — | — | 316,742 | 69,820 | 880,250 | | | 2022 | 470,000 | 4,700 | 1,757,713 | — | 305,500 | 69,160 | 2,607,073 | | | 2021 | 450,000 | 4,500 | 999,993 | 1,062,350 | 289,800 | 58,708 | 2,865,351 | | Tobin W. Juvenal Chief Commercial Officer | 2023 | 482,300 | 14,469 | — | — | 312,530 | 19,800 | 829,099 | | | 2022 | 455,000 | 13,650 | 1,919,356 | — | 295,750 | 18,300 | 2,702,056 | | | 2021 | 425,000 | 8,500 | 999,993 | 1,062,350 | 273,700 | 17,400 | 2,786,943 | | Kristen M. Oelschlager Chief Operating Officer | 2023 | 482,300 | 9,646 | — | — | 312,530 | 24,008 | 828,484 | | | 2022 | 455,000 | 13,650 | 1,919,356 | — | 295,750 | 18,300 | 2,702,056 | | | 2021 | 425,000 | 8,500 | 999,993 | 1,062,350 | 273,700 | 17,400 | 2,786,943 |

  107. SUMMARY COMPENSATION TABLE

    (1)Represents the discretionary portion, if any, of the performance-based cash bonuses earned during the year and paid subsequent to year end, as further described above under “— Annual Performance-Based Cash Bonuses.” (2)These columns set forth the aggregate grant date fair value of option awards and stock awards, without regard to forfeitures, granted during the year measured pursuant to FASB ASC 718. The valuation assumptions we used in calculating the fair value of options are set forth in Note 14 to our consolidated financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Note that the amounts reported in this column reflect the accounting value of these awards and do not correspond to the actual economic value that ultimately may be realized by our NEOs. The PSUs granted are subject to performance conditions, as defined under FASB ASC 718, and, therefore, the value at the grant date is based upon the probable outcome of such conditions, which corresponds to the single payout scenario under the terms of the PSUs. No equity was awarded in 2023, as further described above under, “—Equity-Based Incentive Awards.” (3)Amounts reported represent performance-based cash bonuses earned during the year and paid subsequent to year end, as further described above under “—Annual Performance-Based Cash Bonuses,” excluding the discretionary portion included in the Bonus column of the table above. (4)The amount reported for Mr. Maetzold for 2023 reflects $18,300 in 401(k) matching contributions and $7,934 in financial advisory services. The amount reported for Mr. Stokes for 2023 reflects expenses paid by the Company to reimburse Mr. Stokes for $26,632 of commercial air travel and parking attributable to commuting from his home in Charlotte, North Carolina to our offices in Friendswood, Texas, $19,800 in 401(k) matching contributions, $19,788 for lodging, and $3,600 for cost of vehicle lease payments. The amount reported for Mr. Juvenal for 2023 reflects $19,800 in 401(k) matching contributions and Ms. Oelschlager for 2023 reflects $19,800 in 401(k) matching contributions and $4,208 in financial advisory services.

  108. SUMMARY COMPENSATION TABLE

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  109. SUMMARY COMPENSATION TABLE

    | Table of Contents | Executive Compensation Tables |

  110. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  111. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards (in shares) | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Derek J. Maetzold | Cash Incentive | | 358,644 | 652,080 | 1,124,838 | — | — | — | — | — | | Frank Stokes | Cash Incentive | | 131,976 | 244,400 | 405,704 | — | — | — | — | — | | Tobin W. Juvenal | Cash Incentive | | 130,221 | 241,150 | 400,309 | — | — | — | — | — | | Kristen M. Oelschlager | Cash Incentive | | 130,221 | 241,150 | 400,309 | — | — | — | — | — |

  112. GRANTS OF PLAN-BASED AWARDS

    (1)The amounts reported in these columns represent the range of possible annual cash incentive amounts (at the threshold, target and maximum levels) that could have been paid to each of our NEOs for the year ended December 31, 2023, pursuant to their annual performance-based cash bonus. Each of our NEOs’ cash bonuses, other than Mr. Maetzold’s, is calculated based (i) 80% on achievement of corporate performance goals and (ii) 20% on individual performance objectives. Mr. Maetzold’s annual cash bonus is based entirely (100%) on the achievement of corporate performance goals. The amounts shown as “Threshold” reflect the payment level under the cash bonus if the corporate performance goals were achieved at the minimum level of 55.0% (calculated based on the specific performance objectives and each goal set at the minimum level at which a payout for performance could have been earned) and at the minimum level at which a payout for individual performance could have been earned of 50% for our NEOs other than Mr. Maetzold. The amounts shown as “Target” reflect the payment level under the cash bonus if the corporate performance goals were achieved at the target level of 100% (calculated based on the specific performance objectives and goals each set at the target level) and at the target level of individual performance of 100% for our NEOs other than Mr. Maetzold. The amounts shown as “Maximum” reflect the payment level under the cash bonus if the corporate performance goals were achieved at the maximum level of 172.5% (calculated based on the specific performance objectives and goals each set at the maximum level) and at the maximum level of individual performance of 140% for our NEOs other than Mr. Maetzold. Actual payouts made under the Performance-Based Bonus differed based on the actual performance objectives and goals achieved. The actual cash bonus award earned by each NEO for performance in the year ended December 31, 2023, is set forth in the “Summary Compensation Table” above. As such, the amounts set forth in these columns do not represent additional compensation earned by the NEOs for the year ended December 31, 2023. Annual performance-based cash bonuses are discussed in greater detail under the heading “Annual Performance-Based Cash Bonuses” above.

  113. GRANTS OF PLAN-BASED AWARDS

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  114. GRANTS OF PLAN-BASED AWARDS

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  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  116. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Option Awards(1)(2) | | | | Stock Awards(1) | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(3) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(4) | Market value of shares or units of stock that have not vested ($)(5) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(6) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(5) | | Derek J. Maetzold | 5/10/2018 | 98,441(7) | — | 2.39 | 05/09/2028 | — | — | — | — | | | 11/6/2018 | 20,508 | — | 2.39 | 11/11/2028 | — | — | — | — | | | 3/13/2019 | 65,627 | — | 3.38 | 03/12/2029 | — | — | — | — | | | 3/27/2019 | 10,686 | — | 3.72(7) | 03/26/2024 | — | — | — | — | | | 12/13/2019 | 170,000 | — | 29.50 | 12/12/2029 | — | — | — | — | | | 12/10/2020 | 65,325 | 21,775 | 59.16 | 12/09/2030 | 5,362 | 115,712 | — | — | | | 12/10/2021 | 53,188 | 53,188 | 40.52 | 12/09/2031 | 30,849 | 665,721 | | — | | | 12/9/2022 | | | — | — | 100,487 | 2,168,509 | | — | | | 12/23/2022 | | | — | — | | — | 133,982 | 2,891,332 | | Frank Stokes | 12/4/2017 | 25,137 | — | 2.39 | 05/09/2028 | — | — | | — | | | 3/13/2019 | 18,712 | — | 3.38 | 03/12/2029 | — | — | | — | | | 12/13/2019 | 55,000 | | 29.50 | 12/12/2029 | — | — | | — | | | 12/10/2020 | 23,250 | 7,750 | 59.16 | 12/09/2030 | 2,000 | 43,160 | | — | | | 12/10/2021 | 21,275 | 21,275 | 40.52 | 12/09/2031 | 12,339 | 266,276 | | — | | | 12/9/2022 | | | — | — | 43,850 | 946,283 | | — | | | 12/23/2022 | | | — | — | | — | 19,489 | 420,573 | | Tobin W. Juvenal | 5/10/2018 | 3,301 | — | 2.39 | 05/09/2028 | | — | | — | | | 3/13/2019 | 24,610 | — | 3.38 | 03/12/2029 | | — | | — | | | 12/13/2019 | 35,000 | — | 29.50 | 12/12/2029 | | — | | — | | | 8/4/2020 | 25,000 | 5,000 | 41.36 | 08/03/2030 | | — | | — | | | 12/10/2020 | 21,750 | 7,250 | 59.16 | 12/09/2030 | 1,750 | 37,765 | | — | | | 12/10/2021 | 21,275 | 21,275 | 40.52 | 12/09/2031 | 12,339 | 266,276 | | — | | | 12/9/2022 | — | | — | — | 47,883 | 1,033,315 | | — | | | 12/23/2022 | — | | — | — | | — | 21,281 | 459,244 | | Kristen Oelschlager | 3/13/2019 | 16,610 | — | 3.38 | 03/12/2029 | | — | | — | | | 12/13/2019 | 35,000 | — | 29.50 | 12/12/2029 | | — | | — | | | 8/4/2020 | 25,000 | 5,000 | 41.36 | 08/03/2030 | | — | | — | | | 12/10/2020 | 21,750 | 7,250 | 59.16 | 12/09/2030 | 1,750 | 37,765 | | — | | | 12/10/2021 | 21,275 | 21,275 | 40.52 | 12/09/2031 | 12,339 | 266,276 | | — | | | 12/9/2022 | | | — | — | 47,883 | 1,033,315 | | — | | | 12/23/2022 | — | | — | — | | — | 21,281 | 459,244 |

  117. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1)All of the option awards were granted under either the 2008 Plan, the 2018 Plan or the 2019 Plan and all of the stock awards were granted under the 2019 Plan. Additional information on our equity plans is set forth in Note 14 to our consolidated financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  118. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  120. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (2)Except for the options to purchase 10,686 shares of common stock granted to Mr. Maetzold with a vesting commencement date of March 13, 2019, which were fully vested upon issuance, each option award vests as follows: 25% of the shares subject to the option vest on the first anniversary of the vesting commencement date, and the balance of the shares vest in equal monthly installments thereafter over the next 36 months, provided in each case that the holder is then providing services to us in accordance with the terms of the 2008 Plan, the 2018 Plan or the 2019 Plan, as applicable. Certain option awards are subject to acceleration of vesting, as described under “—Potential Benefits upon Termination or Change-in-Control.” (3)Unless otherwise indicated, all of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant. Prior to the IPO, the fair market value of our common stock was determined in good faith by our board of directors. Following the IPO, the fair market value of our common stock is the closing selling price per share of our common stock as reported on the Nasdaq on the date of grant or other relevant determination date. (4)This column consists of time-based RSUs, which vest in four equal annual installments beginning on the first anniversary of the vesting commencement date. (5)Calculated using a price of $21.58 per share, which was the closing price of our common stock as reported on the Nasdaq on December 29, 2023, the last trading day of 2023. With respect to the performance-based RSUs discussed in footnote (6), the amounts shown in this column reflect the single payout scenario for the awards. (6)This column consists of performance-based RSUs granted in December 2022, which vest based on the achievement of the Revenue Goal and a specified service period. If the Revenue Goal is achieved, then 50% of the performance-based RSUs will vest on the Initial Vesting Date, and the remaining 50% will vest on the one-year anniversary of the Initial Vesting Date. The PSUs provide for a single payout scenario, which is used as the basis for the presentation of the PSUs in the table above. (7)The fair market value of one share of our common stock on the date of grant, as determined in good faith by our board of directors, was $3.38. On the date of grant, Mr. Maetzold owned more than 10% of the voting power of all classes of our stock. Pursuant to the 2018 Plan, the exercise price per share for the incentive stock option award granted to Mr. Maetzold on March 27, 2019, is $3.72, which represents 110% of the fair market value of one share of our common stock on the date of grant. We did not engage in any repricing or other modifications or cancellations to any of our NEOs’ outstanding equity awards during the fiscal year ended December 31, 2023.

  121. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  122. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  123. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth information regarding exercises of stock options and vesting of RSU awards by our NEOs during the year ended December 31, 2023.

  124. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | Derek J. Maetzold | — | — | 54,283 | 1,094,888 | | Frank Stokes | 4,000 | 75,520 | 22,787 | 459,614 | | Tobin W. Juvenal | 6,173 | 126,361 | 23,881 | 481,680 | | Kristen M. Oelschlager | 12,615 | 234,198 | 23,881 | 481,680 |

  125. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1)Calculated based on the difference between the exercise price of each option exercised and the closing price of our common stock on the date of exercise multiplied by the number of shares underlying each option exercised and does not represent actual amounts received by the NEOs as a result of the option exercises. (2)Calculated based on the closing price of our common stock on the vesting date multiplied by the number of shares underlying each award vested.

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The following table describes the potential payments and benefits to which the NEOs would have been entitled assuming an eligible termination of employment or change of control occurred on December 29, 2023, the last business day of fiscal 2023. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment. For further information regarding the following table, see the “—Potential Benefits upon Termination of Change-in-Control” section of the Compensation Discussion and Analysis in this Proxy Statement. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs. These include accrued but unpaid salary and distributions of vested plan balances under our 401(k) plan.

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | 68 | Castle Biosciences 2024 Proxy Statement |

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Table of Contents | Executive Compensation Tables |

  129. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Name | Resignation Without Good Reason ($) | Change in Control Covered Period; Termination Without Cause; Resignation With Good Reason ($) | Non-Change in Control Covered Period; Termination Without Cause; Resignation With Good Reason ($) | | Derek J. Maetzold | | | | | Salary severance | 686,400 | 2,059,200 | 1,029,600 | | Bonus severance | — | 2,680,050 | 1,340,025 | | Vacation payout | 428,769 | 428,769 | 428,769 | | COBRA payments | — | 40,947 | 20,474 | | Stock option and RSU acceleration(1) | — | 2,949,943 | 1,171,427 | | Performance-vesting award acceleration(1) | — | 2,891,332(2) | — | | Total Estimated Value | 1,115,169 | 11,050,241 | 3,990,295 | | Frank Stokes | | | | | Salary severance | — | 488,800 | 488,800 | | Bonus severance | — | 310,200 | 321,630 | | Vacation payout | — | 209,145 | 209,145 | | COBRA payments | — | 17,469 | 17,469 | | Stock option and RSU acceleration(1) | — | 1,255,719 | 491,722 | | Performance-vesting award acceleration(1) | — | 420,573(2) | — | | Total Estimated Value | — | 2,701,906 | 1,528,766 | | Tobin W. Juvenal | | | | | Salary severance | — | 482,300 | 482,300 | | Bonus severance | — | 309,400 | 326,999 | | Vacation payout | — | 227,653 | 227,653 | | COBRA payments | — | 12,399 | 12,399 | | Stock option and RSU acceleration(1) | — | 1,337,356 | 515,330 | | Performance-vesting award acceleration(1) | — | 459,244(2) | — | | Total Estimated Value | — | 2,828,352 | 1,564,681 | | Kristen M. Oelschlager | | | | | Salary severance | — | 482,300 | 482,300 | | Bonus severance | — | 309,400 | 322,176 | | Vacation payout | — | 264,066 | 264,066 | | COBRA payments | — | 17,469 | 17,469 | | Stock option and RSU acceleration(1) | — | 1,337,356 | 515,330 | | Performance-vesting award acceleration(1) | — | 459,244(2) | — | | Total Estimated Value | — | 2,869,835 | 1,601,341 |

  130. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1)For each of the applicable outstanding unvested equity award, the dollar amount is calculated as the excess, if any, of the closing price of our common stock on December 29, 2023 ($21.58 per share) over the option exercise price, multiplied by the number of shares underlying the option, and (ii) the closing price of our common stock on December 29, 2023, multiplied by the number of RSUs or PSUs expected to accelerate vest. (2)Current outstanding PSUs would accelerate vesting only in connection with a change in control, if (i) the successor or acquiring entity does not assume or continue the NEO’s equity awards, and (ii) they continue employed through the effective date of the change in control.

  131. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Castle Biosciences 2024 Proxy Statement | 69 |

  132. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | CEO Pay Ratio |

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S‑K, we are providing the following information about the relationship of the annual total compensation of Derek Maetzold, our CEO, and the median annual total compensation of our employees during fiscal year 2022. We believe that the pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee as of December 31, 2023 based on our entire workforce of 608 employees after excluding our CEO and one non-U.S. employee. To identify the median employee, we considered gross compensation totals for the year ended December 31, 2023 as our consistently applied measure of compensation. Gross compensation is calculated as the sum of regular salary/wages, bonuses paid and the grant date fair value of equity awards. We annualized salaries for hires made during the year. After identifying the median employee, we calculated the median employee’s compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K applicable to the Summary Compensation Table in this Proxy Statement. Our CEO had annual total compensation in 2023 of $1,605,984 and our Median Employee had annual total compensation of $82,852. Therefore, we estimate that our CEO’s annual total compensation in 2023 was 19 times that of the median of the annual total compensation of all of our employees. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | 70 | Castle Biosciences 2024 Proxy Statement |

  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Pay Versus Performance |

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    We are required by SEC rules to disclose certain information regarding compensation paid to our NEOs. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (2) below sets forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table for the relevant year.

  137. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | Net Loss ($)(4) (in thousands) | Total Revenue ($)(5) (in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,605,984 | 779,818 | 845,945 | 496,508 | 62.79 | 117.96 | (57,466) | 219,788 | | 2022 | 7,552,577 | 3,081,353 | 2,670,395 | 990,266 | 68.49 | 112.78 | (67,138) | 137,039 | | 2021 | 6,521,857 | 2,127,860 | 2,813,079 | 1,240,785 | 124.73 | 125.49 | (31,292) | 94,085 | | 2020 | 5,344,639 | 13,311,700 | 1,953,619 | 4,526,526 | 195.37 | 125.46 | (10,284) | 62,649 |

  138. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1)Mr. Maetzold was our “PEO” for each of 2020, 2021, 2022 and 2023. In this disclosure, we refer to our NEOs other than Mr. Maetzold in any fiscal year as our “Other NEOs” or our “Non-PEO NEOs.” Frank Stokes, Kristen M. Oelschlager and Tobin W. Juvenal were “Other NEOs” for 2021, 2022, and 2023. Frank Stokes and Bernhard E. Spiess, our former Chief Business Officer, were the “Other NEOs” for 2020. The dollar amounts are the total compensation for the covered fiscal year as reported in the Summary Compensation Table pursuant to Regulation S-K, item 402(c)(2)(x), as described under “—Summary Compensation Table.” In the case of the Other NEOs, the amounts reported are an average of the total compensation for the covered fiscal years. (2)For each year, in determining both the compensation actually paid (“CAP”) for our PEO and the average CAP for our Other NEOs, we deducted or added back the following amounts from or to the total amounts of compensation reported in column (b) and column (d) for such year. Mr. Maetzold’s CAP is calculated as follows:

  139. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Year | Total Compensation from Summary Compensation Table ($) | Deduct: Stock Awards Value from Summary Compensation Table ($) | Deduct: Option Awards Value from Summary Compensation Table ($) | Add: Change in Fair Value of Awards Vesting During the Year ($)* | Add: Change in Fair Value of Outstanding and Unvested Equity Awards ($)* | Add: Year-End Fair Value of Equity Awards Granted During the Year ($)* | Compensation Actually Paid ($) | | 2023 | 1,605,984 | — | — | (398,704) | (427,462) | — | 779,818 |

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Castle Biosciences 2024 Proxy Statement | 71 |

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Pay Versus Performance | Table of Contents |

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Other NEOs average CAP are as follows:

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Year | Total Compensation from Summary Compensation Table ($) | Deduct: Stock Awards Value from Summary Compensation Table ($) | Deduct: Option Awards Value from Summary Compensation Table ($) | Add: Change in Fair Value of Awards Vesting During the Year ($)* | Add: Change in Fair Value of Outstanding and Unvested Equity Awards ($)* | Add: Year-End Fair Value of Equity Awards Granted During the Year ($)* | Average Compensation Actually Paid ($) | | 2023 | 845,945 | — | — | (160,958) | (188,479) | — | 496,508 |

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    *There were no other assumptions made in the valuation of equity awards that differs materially from those disclosed as of the grant date of such equity awards. (3)For each fiscal year disclosed the cumulative total shareholder return and peer group cumulative total shareholder return is calculated in the same manner as Item 201(e) of Regulation S-K assuming an initial investment of $100 on December 31, 2019. The peer group used in this calculation is the NASDAQ Biotechnology Total Return Index. (4)The dollar amounts presented are from our consolidated financial statements appearing in our Annual Report on Form 10-K for each of the reported fiscal years. (5)This is our Company-Selected Measure provided in accordance with Item 402(v)(2)(vi) of Regulation S-K. The dollar amounts presented are from our consolidated financial statements appearing in our Annual Report on Form 10-K for each of the reported fiscal years. The following chart shows the relationships between (a) the compensation actually paid to the PEO, (b) the average compensation actually paid to the Non-PEO NEOs included in the Summary Compensation Table and (c) our company-selected measure of total revenue.

  145. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | 72 | Castle Biosciences 2024 Proxy Statement |

  146. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Table of Contents | Pay Versus Performance |

  147. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    The following chart shows the relationships between (a) the compensation actually paid to the PEO, (b) the average compensation actually paid to the Non-PEO NEOs included in the Summary Compensation Table and (c) our total shareholder return and the peer group total shareholder return. The following chart shows the relationships between (a) the compensation actually paid to the PEO, (b) the average compensation actually paid to the Non-PEO NEOs in the Summary Compensation Table and (c) our net loss. The following performance measures are the Company’s most important performance measures used by us to link compensation actually paid to our NEOs for the year-end December 31, 2023. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 42.

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Castle Biosciences 2024 Proxy Statement | 73 |

  149. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Pay Versus Performance | Table of Contents |

  150. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Performance Measures | | Financial Performance Measure: | | Revenue | | Non-financial Performance Measures: | | Reimbursement Rates for our Tests | | Pipeline Milestones |

  151. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | 74 | Castle Biosciences 2024 Proxy Statement |

  153. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Delinquent Section 16(a) Reports |

  154. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of our common stock. Based on a review of Form 3 and Form 4 filings with the SEC and representations received from our current directors and executive officers that no Form 5 filings are required, we believe that all Section 16(a) requirements were met with respect to the fiscal year ended December 31, 2023.

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Castle Biosciences 2024 Proxy Statement | 75 |

  156. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Equity Compensation Plan Information |

  157. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2023:

  158. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(2) | Weighted-average exercise price of outstanding options, warrants and rights (b)(3) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders(1) | 5,862,695 | $35.38 | 1,306,695(4) | | Equity compensation plans not approved by security holders(5) | 347,392 | — | 402,608 | | Total | 6,210,087 | $35.38 | 1,709,303 |

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1)Consists of the 2008 Plan, the 2018 Plan, the 2019 Plan and the Castle Biosciences, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”). Additional information on these equity plans is set forth in Note 14 to our consolidated financial statements appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)Consists of outstanding options to purchase 168,906 shares of common stock under the 2008 Plan, outstanding options to purchase 311,909 shares of common stock under the 2018 Plan, outstanding options to purchase 2,728,164 shares of common stock under the 2019 Plan, 2,457,683 outstanding RSUs under the 2019 Plan, 196,033 outstanding PSUs under the 2019 Plan, and 347,392 outstanding RSUs under the Castle Biosciences, Inc. 2022 Inducement Plan (the “Inducement Plan”). Excludes purchase rights accruing under the ESPP. Shares reserved for issuance under the ESPP are included in column (c). (3)As RSU and PSU awards have no exercise price, the weighted-average exercise price excludes 2,457,683 outstanding RSUs and 196,033 outstanding PSUs. (4)Includes 366,432 shares available for issuance under the 2019 Plan and 940,263 shares available for purchase under the ESPP. Excludes automatic increases of 1,370,526 shares and 274,105 shares for the 2019 Plan and the ESPP, respectively, that became effective January 1, 2024, pursuant to “evergreen” provisions in the 2019 Plan and the ESPP. On February 29, 2024, 111,241 shares of common stocks were purchased under the ESPP. (5)Consists of the Inducement Plan. See below under “Inducement Plan” for details.