DEF 14A of Twist Bioscience Corp
Filed Jan 6, 2026 · FY20250001581280-26-000006
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Our Board is divided into three classes with staggered three-year terms as provided in our certificate of incorporation and bylaws. The total number of authorized directors will be fixed at eight directors, effective as of the date of the Annual Meeting. The terms of our Class II directors will expire at the annual meeting of stockholders to be held in 2029. The Company is proposing three nominees for Class II director at the Annual Meeting: Keith Crandell, Jan Johannessen, and Trynka Shineman Blake. Ms. Shineman Blake was appointed to the Board in August 2025 upon the recommendation of the Nominating and Corporate Governance Committee after an extensive search was conducted by a third-party search firm, and numerous candidates were considered. Stockholders cannot submit proxies voting for a greater number of persons than the three nominees named in this Proposal 1. Each director to be elected will hold office until the annual meeting of stockholders to be held in 2029 and until the director’s successor is elected and qualified, or until the director’s death, retirement, resignation or removal. Each nominee is currently a director of the Company and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. There are no family relationships between any of our directors, nominees or executive officers. There are also no arrangements or understandings between any director, nominee or executive officer and any other person pursuant to which he or she has been or will be selected as a director and/or executive officer.
Nominees for Class II Directors
Nominees for Class II Directors
Nominees for Class II Directors
| Name | Age | Class | Position | | Keith Crandell | 65 | II | Director, Compensation Committee Member and Nominating and Corporate Governance Committee Member | | Jan Johannessen | 69 | II | Director, Audit and Risk Committee Chair and Nominating and Corporate Governance Committee Member | | Trynka Shineman Blake | 51 | II | Director and Audit and Risk Committee Member |
Nominees for Class II Directors
Keith Crandell has served on our Board since October 2013. Mr. Crandell is a Managing Director of ARCH Venture Management, L.P. (“ARCH”), a venture capital firm focused on early-stage technology companies, and its predecessor since 1986. Mr. Crandell is a director of several private companies and also serves on the Board of Directors of 908 Devices Inc., a publicly traded company focused on point-of-need chemical and biomolecular analysis devices. Previously, Mr. Crandell served as a director for Quanterix Corp., a life sciences company, from 2007 to June 2023 and DA32 Life Science Tech Acquisition Corp., a special purpose acquisition company, from July 2021 to latter half of 2023. Mr. Crandell holds a B.S. in Chemistry and Mathematics from St. Lawrence University, an M.S. in Chemistry from the University of Texas, Arlington, and an M.B.A. from the University of Chicago. Our Board believes that Mr. Crandell brings extensive experience in the technology, life sciences and biotechnology industries and that his service on a number of boards provides an important perspective on operations, finance and corporate governance matters, which qualifies him to serve as one of our directors. Jan Johannessen has served on our Board since October 2018. Mr. Johannessen currently serves as an advisor and member of the investment committee for iGlobe Partners, a venture capital company. Mr. Johannessen served as Chief Operating Officer and Secretary at Conexant Systems, LLC, a semiconductor company, from May 2013 to August 2017 and also served as its Chief Financial Officer from May 2013 to May 2016 and as its Chief Executive Officer from May 2016 to August 2017. Mr. Johannessen served as Chief Financial Officer and Secretary at REC Silicon ASA, a company listed on the Oslo stock exchange, from August 2008 to May 2013. He served as Interim Chief Executive Officer and President at Lattice Semiconductor Corporation, a publicly traded company, from May 2008 to August 2008 and as Chief Financial Officer and Secretary at Lattice Semiconductor Corporation from December 2003 to May 2008. Mr. Johannessen holds a B.S. in Business from the University of Houston, and an M.B.A. in International Business from Arizona State University. Our Board believes that Mr. Johannessen brings extensive executive experience in the technology industry and financial and accounting expertise, which qualifies him to serve as one of our directors. 8 TABLE OF CONTENTS Trynka Shineman Blake has served as a member of our Board since August 2025. Ms. Shineman Blake was the CEO of Vistaprint, a subsidiary of Cimpress N.V. that provides printing and digital marketing services, from 2017 to 2019, served as the President from 2014 to 2017, and served in other leadership roles from 2004 to 2014, including leadership roles within the marketing division. Ms. Shineman Blake currently serves as a member of the Board of Directors of TripAdvisor, Inc., an online travel research company, and Semrush Holdings, Inc., an online visibility and content marketing SaaS business. From 2018 to 2022, Ms. Shineman Blake served on the Board of Directors of Ally Financial, a digital financial services company. Ms. Shineman Blake received her B.A. in Psychology from Cornell University, and her M.B.A. from Columbia Business School. Our Board believes that Ms. Shineman Blake brings extensive experience with customer-focused businesses and her service on a number of public company boards provides important corporate governance experience, which qualifies her to serve as one of our directors.
Continuing Directors
Continuing Directors
Continuing Directors
| Name | Age | Class(1) | Position | | Nelson C. Chan | 64 | I | Director, Audit and Risk Committee Member and Nominating and Corporate Governance Committee Member, Lead Director for Corporate Responsibility | | Robert Ragusa | 66 | I | Director, Audit and Risk Committee Member and Compensation Committee Member | | Melissa A. Starovasnik, Ph.D. | 60 | I | Director and Compensation Committee Chair | | Emily M. Leproust, Ph.D. | 52 | III | Chief Executive Officer and Board Chair | | Robert Chess | 67 | III | Compensation Committee Member, Nominating and Corporate Governance Committee Chair and Lead Independent Director |
Continuing Directors
__________________ (1)The terms of Class I directors will expire at the 2028 annual meeting. The terms of Class III directors will expire at the 2027 annual meeting. Nelson C. Chan has served on our Board since May 2019. From 2006 until 2008, Mr. Chan served as Chief Executive Officer of Magellan Navigation, Inc., a leader in the consumer, survey, GIS and OEM GPS navigation and positioning markets. From 1992 through 2006, Mr. Chan held various senior management positions at SanDisk Corporation, a leader in flash memory cards, including most recently as Executive Vice President and General Manager, Consumer Business. From 1983 to 1992, he held marketing and engineering positions at Chip and Technologies, Signetics, and Delco Electronics. Mr. Chan is Chairman of the Board of Synaptics Incorporated, a developer of custom-designed human interface solutions and a member of its Audit Committee and Nominating and Corporate Governance Committee. Mr. Chan is also a director and a member of the Audit Committee and Nominating and Corporate Governance Committee of Deckers Outdoor Corporation as well as a director and member of the Nominating and Corporate Governance Committee of GCT Semiconductor. He served as Chairman of the board of Adesto Technologies Corporation from 2010 until it was acquired in 2020 by Dialog Semiconductor PLC, and as a member of the board of Affymetrix Inc. from March 2010 to March 2016 until it was acquired by Thermo Fisher Scientific Inc. Mr. Chan was Chairman of the board of Outerwall Inc. from June 2013 to September 2016 and served on the board from June 2011 to June 2013 until it was acquired by Apollo Global Management. He was a director of Socket Mobile from 2016 until 2019, and as a director of Silicon Laboratories, Inc. from 2007 until 2010. Mr. Chan also currently serves as a member of the board of several privately-held companies. Mr. Chan holds a B.S. degree in electrical and computer engineering from the University of California at Santa Barbara and an M.B.A. from Santa Clara University. Our Board believes that Mr. Chan’s past experience as the Chief Executive Officer of Magellan, his senior management positions with other leading companies, his experience with corporate responsibility initiatives, risk management and commercial operations, and his service as a director and audit committee member of multiple public and private companies provide the requisite qualifications, skills, perspectives, and experiences that qualify him to serve on our Board and as our lead corporate responsibility director. 9 TABLE OF CONTENTS Robert Ragusa has served on our Board since November 2016. Mr. Ragusa is currently the Chief Executive Officer of GRAIL, Inc. (“GRAIL”), a healthcare company focused on early detection of multiple cancers, which was acquired by Illumina, Inc. in August 2021 and spun out as a public company in June 2024. He has been the Chief Executive Officer of GRAIL since October 2021. Mr. Ragusa served as the Chief Operating Officer of Illumina, Inc., a publicly traded corporation providing sequencing and array-based solutions for genetic and genomic analysis, from December 2013 to October 2021. Prior to joining Illumina, Inc., from April 2010 to November 2013, Mr. Ragusa was Executive Vice President, Global Operations and Service at Accuray Incorporated, a radiation oncology company that develops, manufactures, sells and supports cancer treatment solutions. Mr. Ragusa holds a B.S. in Biomedical and Electrical Engineering and an M.B.A. from the University of Connecticut, and an M.S. in Biomedical and Electrical Engineering from Carnegie-Mellon University. Our Board believes that Mr. Ragusa brings extensive experience with important ecosystem partners and managing operations of large public companies, and this, in addition to his education in biotechnology, finance and management, qualifies him to serve as one of our directors. Melissa A. Starovasnik, Ph.D. has served on our Board since August 2021. Prior to joining our Board, Dr. Starovasnik served as Senior Scientific Advisor, Research at Genentech, Inc. (“Genentech”) from 2017 to 2021 and brings nearly three decades of experience in protein and antibody drug discovery and development. From 1993 to 2017, Dr. Starovasnik served at Genentech in roles of increasing responsibility and was an integral member of the research leadership team. As Vice President, Protein Sciences and Head of Large Molecule Drug Discovery from 2011 to 2017, she was responsible for protein and antibody therapeutics discovery, overseeing an organization of nearly 200 employees. She also currently serves as a Scientific Advisory Board Member for a variety of biotechnology companies, including Aarvik Therapeutics Inc., Abiologics, Adaxion, Denali Therapeutics Inc., and Medium Biosciences, and separately serves as a consultant for Gilead Biosciences, Inc. Dr. Starovasnik holds a B.S. in Chemistry and a Ph.D. in Biochemistry from the University of Washington. Our Board believes that Dr. Starovasnik’s extensive experience in the biotechnology industry and significant leadership experience qualify her to serve as one of our directors. Emily M. Leproust, Ph.D. has served as our Chief Executive Officer and a member of our Board since April 2013, our President from April 2013 to October 2022 and Chair of our Board since October 2018. Prior to co- founding Twist, Dr. Leproust served in various positions at Agilent, most recently as its Director, Applications and Chemistry R&D from February 2009 to April 2013. In addition, Dr. Leproust has served on GeneDx Holdings Corp.’s (formerly known as Sema4 Holdings Corp.) Board of Directors since September 2020. Dr. Leproust holds a M.Sc. in Industrial Chemistry from the Lyon School of Industrial Chemistry and a Ph.D. in Organic Chemistry from the University of Houston. Our Board believes that Dr. Leproust is qualified to serve as a director because of her operational and historical expertise gained from serving as our President (until October 2022) and Chief Executive Officer, and her extensive professional and educational experience in the biotechnology industry. Robert Chess has served on our Board since July 2014, and he was appointed as lead independent director effective as of October 30, 2018. Mr. Chess is Chairman of the Board of Directors of Nektar Therapeutics, a publicly traded therapeutics company. He has served on the Board of Directors of Nektar Therapeutics as either Chief Executive Officer and/or Chairman since 1992 and has held the Chairman position since 1999. Mr. Chess is also currently a director of two private companies. Mr. Chess currently serves as a lecturer at the Stanford Graduate School of Business, a position he has held since 2004. Mr. Chess holds a B.S. in Engineering with Honors from the California Institute of Technology and an M.B.A. from Harvard University. Our Board believes that Mr. Chess brings extensive board and executive experience managing the operations of biotechnology companies, and his service on a number of public company boards provides important industry and corporate governance experience, which qualifies him to serve as one of our directors. 10 TABLE OF CONTENTS
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All Other Compensation | Total ($) | | Nelson C. Chan | 72,500 | 239,968(3) | — | — | 312,468 | | Robert Chess | 97,500 | 239,968(3) | — | — | 337,468 | | Keith Crandell | 60,000 | 239,968(3) | — | — | 299,968 | | Jan Johannessen | 73,750 | 239,968(3) | — | — | 313,718 | | Xiaoying Mai(4) | 33,393 | — | — | 148,559 | 181,952 | | Robert Ragusa | 65,000 | 239,968(3) | — | — | 304,968 | | Trynka Shineman Blake | 9,000 | 394,995(5) | — | — | 403,995 | | Melissa A. Starovasnik, Ph.D. | 65,000 | 239,968(3) | — | — | 304,968 |
Director Compensation
__________________ (1)The amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of restricted stock units (“RSUs”) granted during fiscal year 2025 as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). These amounts reflect our accounting expense for these RSUs and do not represent the actual economic value that may be realized by each non-employee director. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. As of September 30, 2025, there were 4,472 shares of Twist common stock underlying outstanding RSUs for each of our non-employee directors. (2)None of our non-employee directors received options during fiscal year 2025. As of September 30, 2025, the aggregate number of shares of Twist common stock underlying outstanding option awards for each non- employee director was: Mr. Chan: 38,396; Mr. Chess: 51,275; Mr. Crandell: 22,858; Mr. Johannessen: 45,162; Mr. Ragusa: 12,270; Ms. Shineman Blake: — and Dr. Starovasnik: 2,739. (3)This represents the grant date aggregate fair value of 4,472 RSUs granted on February 6, 2025, 100% of which vest on the earlier of (i) the one-year anniversary of the date of the grant or (ii) the date of the Company’s first annual meeting of stockholders following the date of the grant each subject to the non- employee director’s continuous service through the vesting date. (4)Ms. Mai served as a director until she resigned on February 5, 2025. She received no equity awards for her services as a director in fiscal year 2025, and held 22,858 outstanding unexercised option awards as of September 30, 2025. Beginning in March 2025, Ms. Mai commenced service as a consultant to the Company, and received $56,375 in consulting fees. Ms. Mai then transitioned to a role as a full-time employee of the Company on July 8, 2025, and received the following amounts paid during the fiscal year ended September 30, 2025: $73,315 as pro-rated base salary, $3,057 for employer contributions, and $15,812 for corporate housing stipend. In addition, as a new full-time employee, Ms. Mai received the following equity awards: (i) 7,017 RSUs, which vests 25% on the one-year anniversary of May 7, 2025 and 1/16th of the total number of time-based RSUs vest on each subsequent quarterly anniversary for a total vesting period of four years, subject to her continuous service through each vesting date; and (ii) 7,016 PRSUs, which vests based on achievement of certain revenue, gross margin and adjusted EBITDA goals, subject to her continuous service through the vesting date, with the final vesting percentage for the performance metrics ranging from 50% to 140%. (5)This represents the grant date aggregate fair value of 14,353 RSU awards granted on August 5, 2025, of which one-third of the total number of RSU awards vest on each anniversary of August 5, 2025, for a total vesting period of three years, subject to the non-employee director’s continuous service through the vesting date. Our non-employee director compensation policy is designed to provide the appropriate amount and form of compensation to our non-employee directors. We pay our non-employee directors a cash retainer for service on the Board and an additional cash retainer for service on each committee on which the director is a member, payable quarterly in arrears. The chair of each committee receives higher retainers for such service. The 11 TABLE OF CONTENTS compensation committee reviews non-employee director compensation annually against the competitive practices of our peer group which is determined annually. In February 2025, our Board amended our non-employee director compensation policy to (i) increase the compensation paid to all eligible directors of the Board by $5,000 such that the total compensation payable to each director in a fiscal year will be $50,000, (ii) increase the compensation paid to the lead independent director of the Board by $5,000 such that the total compensation payable to the lead independent director in a fiscal year will be $50,000 for service on the Board and $35,000 for service as the Board’s lead independent director, and (iii) increase the compensation paid to the chair of the audit and risk committee of the Board by $2,500 such that the total compensation payable to such chair in a fiscal year for service on the audit and risk committee will be $10,000, and $12,500 for service as the chair of such committee. These changes were made to better align the director compensation program with competitive market levels. The fees paid to a non- employee director for service on the Board and for service on each committee of the Board on which the director is a member are set forth below.
Director Compensation
| | Member Annual Retainer | Chair or Lead Director Annual Retainer | | Board of Directors | $50,000 | $85,000 | | Audit and Risk Committee | 10,000 | 22,500 | | Compensation Committee | 7,500 | 17,500 | | Nominating and Corporate Governance Committee | 5,000 | 10,000 | | Corporate Responsibility | — | 10,000 |
Director Compensation
In addition, each non-employee director elected to our Board will, upon the date of his or her initial election or appointment to be a non-employee director, be granted an equity award value of $395,000, which will be in the form of RSUs. One-third of the shares subject to such initial RSU award will vest on each anniversary of the date of grant, subject to the director providing service through each vesting date. Further, at the close of business on the date of each annual stockholder meeting, each person who is currently a non-employee director will be granted additional equity awards using an aggregate cash value target of $240,000, which will be in the form of RSUs. 100% of the shares subject to such annual RSU grant will vest in full on the earlier of the one-year anniversary of the grant date or the next annual stockholder meeting, subject to the director providing service through the vesting date. All RSU awards to non-employee directors are made pursuant to the Company’s 2018 Equity Incentive Plan or any successor equity incentive plan. Notwithstanding the foregoing vesting schedules, if such director remains a service provider until immediately prior to the closing of a “change in control” (as defined in the applicable equity plan), the shares subject to his or her then-outstanding RSU award that was granted pursuant to the non-employee director compensation policy will become fully vested immediately prior to the closing of the change in control. We will also continue to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings.
Fiscal Year 2025 Executive Compensation Highlights
Fiscal Year 2025 Executive Compensation Highlights Continued Alignment with Performance-based Compensation Philosophy and Alignment with Stockholder Interests In December 2024, the compensation committee approved a fiscal year 2025 executive compensation program where the majority of our executives’ target compensation opportunities was performance-based or in the form of long-term equity awards vesting over a three-year period for our performance-based equity awards and over a four-year period for our time-based equity awards. Our performance-based compensation elements relied on pre-established performance criteria in determining the amount of the payments earned by our NEOs under our fiscal year 2025 non-equity incentive plan (“Cash Bonus Plan”) and initial vesting for the performance-based restricted stock units (“PRSUs”). As a result, approximately 95% of our CEO’s target total direct compensation and approximately 90% on average of our other NEOs’ target total direct compensation was “at-risk.” The performance criteria for executive payouts in 2025 are described below. In setting and determining the 2025 performance compensation elements, our compensation committee selected performance goals focused on driving Twist’s financial, operational and strategic priorities for 2025. In December 2024, the compensation committee approved our equity incentive program in respect of fiscal year 2025 to be comprised of PRSU awards, which become eligible to vest based on achievement of revenue, gross margin, and adjusted EBITDA metrics, and time-based RSU awards. Our equity incentive program is described in greater detail below in the section titled “Elements of Compensation—Equity Incentive Program.” Alignment between 2025 Financial Performance and Executive Compensation For our Cash Bonus Plan, the compensation committee set targets in December 2024 for achievement of fiscal year 2025 revenue and gross profit metrics, adjusted to exclude stock compensation expense, as well as selected individual strategic goals for each NEO related to Company performance and their individual areas of responsibility. Under the fiscal year 2025 Cash Bonus Plan, the compensation committee certified achievement on the plan metrics as follows: 24 TABLE OF CONTENTS •Revenue of $376.6 million, paying out at 119% of target, •Adjusted gross profit of $198.0 million, paying out at 200% of target, and •Individual strategic goal achievement of 100% of target for all NEOs. Consequently, cash bonuses for 2025 performance were earned at approximately 129.6% of target for all NEOs. Dr. Leproust, Mr. Laponis, Dr. Finn, Ms. Green, and Mr. Cho received cash bonuses of $932,918, $349,197, $583,592, $259,144, and $290,889, respectively. Our Cash Bonus Plan is described in greater detail below in the section entitled “Elements of Compensation—Cash Bonus Plan.” When selecting financial performance metrics to use for the fiscal year 2025 executive compensation program, the compensation committee selected a combination of metrics that are key indicators of the Company’s financial success, significant drivers of stockholder value creation and align with our overall operating strategy and financial plan and guidance. The compensation committee chose the metrics listed below for the fiscal year 2025 executive compensation program. •Revenue – used as a performance metric for the Cash Bonus Plan and the PRSUs because it is a critical measurement of the growth of our business used by management and market analysts; •Adjusted gross profit – used as a performance metric for the Cash Bonus Plan because it reflects management’s effectiveness in selling our products and services while operating the business in a cost- efficient manner; •Gross margin - used as a performance metric for the PRSUs because it reflects the long-term structural health and scalability of our business model; and •Adjusted EBITDA breakeven – used as a performance metric for the PRSUs because it demonstrates our progress toward achieving positive operating profitability. Adjusted EBITDA is defined as net income (loss) adjusted to exclude interest income, income tax expense, depreciation and amortization, other income/expense, net, stock-based compensation expense and other items.
Compensation Governance Highlights
| What We Do: | | What We Do Not Do: | | | • | Tie a significant portion of our executives’ compensation to predetermined performance goals based on the key drivers for our business | • | Pay cash incentives if performance levels fall below pre-determined thresholds | | • | Focus our executive compensation program on performance-based, at risk compensation and equity awards which align stockholder and executive interests | • | Permit short-sales, hedging or pledging of our stock | | • | Require our executives to hold Company stock under our stock ownership guidelines | • | Enter into employment agreements that provide for fixed terms, automatic compensation increases or equity grants | | • | Deliver a majority of our executives’ compensation opportunities in the form of long-term equity awards vesting over three- and four-year periods | • | Provide single-trigger change in control benefits | | • | Retain an independent compensation consultant reporting to our compensation committee | • | Provide for excessive cash severance | | • | Maintain a compensation committee comprised of independent directors | • | Provide our executives with golden parachute tax gross-ups and excessive perquisites | | • | Hold an annual advisory vote on executive compensation | • | Maintain any executive pension plans, or any retirement programs that are not generally available to all employees | | • | Cap payouts under our plans to discourage inappropriate risk-taking by our NEOs | • | Permit repricing or cashing out underwater stock options without stockholder approval | | • | Provide for double-trigger change in control severance provisions | | | | • | Maintain a compensation recovery policy that applies to both cash incentives and equity awards | | |
Our Compensation Philosophy and Objectives
| Attract and Retain | Pay for Performance | | Offer a total compensation program that flexibly adapts to changing economic, regulatory and organizational conditions, and takes into consideration the compensation practices of peer companies based on an objective set of criteria | Provide a significant portion of compensation through variable, performance-based components that are at- risk and based on satisfaction of designated financial and non-financial objectives | | Align Executive Interests with Our Stockholders | Reward Actual Achievement | | Compensate for achievement of short-term and long-term Company financial and operating goals and refrain from providing “golden parachute” excise tax gross-ups, or accelerated equity vesting except in limited circumstances | Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value | | Balance Short-term and Long-term Incentives | | | Provide near-term and long-term financial incentives that align the executive officers’ interest with those of the stockholders and focus executive officer behavior on the achievement of near-term corporate goals, as well as long-term business strategies | |
Other NEOs
Other NEOs 27 TABLE OF CONTENTS The above charts reflect salary rates and target Cash Bonus Plan amounts, and not amounts actually earned or paid out. Long-term PRSUs and RSUs represent the target value of these equity awards granted in fiscal year 2025.
Elements of Compensation
| Compensation Element | Form of Compensation | Guaranteed vs. At-Risk | Performance vs. Time- based | | Base Salary | Cash | Guaranteed | N/A | | Cash Bonus | Cash | At-Risk | Performance-based | | Long-term Equity Incentive | PRSU awards | At-Risk | Performance-based | | | Time-based RSU awards | At-Risk | Time-based | | Termination and Change in Control Benefits | Cash/Equity/Other | N/A | N/A | | Other Benefits | Other | N/A | N/A |
Base Salary
The following table summarizes the annual base salaries of our NEOs in fiscal year 2025 compared to fiscal year 2024. The salary of each of our NEOs was increased from fiscal year 2024 to fiscal year 2025 based on individual performance, increased responsibilities, retention and market competitiveness based on peer group benchmarking. In particular, the compensation committee considered the following: for Mr. Laponis, his base salary was increased by 9% to align with the 50th percentile of our peer group and to recognize his individual performance in remediating the Company’s material weakness and improving internal controls under his leadership; for Dr. Finn, his base salary was increased by 13% to align with the 75th percentile of our peer group and to recognize his increased scope of responsibility by assuming oversight of biopharma; and for Ms. Green, 28 TABLE OF CONTENTS her base salary was increased by 8% to align with the 50th percentile of our peer group and to recognize her increased scope of responsibility by assuming oversight of the Company’s facilities function.
Cash Bonus Plan
Cash Bonus Plan Our NEOs receive annual cash bonus awards through our Cash Bonus Plan, which rewards our executive officers for the achievement of predetermined financial and strategic goals that the compensation committee and our management view as key drivers for our business.
Cash Bonus Plan
| Fiscal Year 2025 Cash Bonus Plan | | | | | Philosophy | Target Amount Considerations | Award Design Considerations | Performance Conditions | | •Pay for Performance: Establish appropriate short-term performance conditions that the compensation committee believes will drive our future growth and profitability •Reward Achievement: Reward achievement of short-term performance conditions •Align the interests of executives with those of our stockholders: 70% of payout tied to Company performance consistent with fiscal year 2025 financial plan •Attract and Retain Executives: Offer market competitive incentive opportunities | •Factors used to determine target amounts included: role, scope of responsibilities, individual and Company performance, current salary, equity ownership, internal equity, our peer group data and the recommendations of our CEO (other than with respect to her own compensation) | •Revenue and adjusted gross profit were chosen as the Company performance goals because the compensation committee believes they are (i) the best indicators of financial success for our Company, (ii) significant drivers of stockholder value creation, and (iii) align with our overall operating strategy and our fiscal year 2025 financial plan and guidance •A portion of each individual’s bonus was also earned based on achievement of key individual strategic objectives that were set for each NEO at the beginning of the first half and second half of fiscal year 2025 •NEOs earn payouts based on satisfying or exceeding rigorous threshold goals aligned with our fiscal year 2025 financial plan and executives receive no payouts if they fail to meet the threshold goals | •Annual revenue target of $367 million •Adjusted gross profit target of $180 million (excluding stock-based compensation expense) •First half and second half strategic goals were tied to each individual’s area of focus, but payout is on an annual basis •Opportunity to earn up to 200% of the target bonus amount for superior performance |
Cash Bonus Plan
Target Awards The compensation committee annually reviews and sets individual target cash bonus opportunities which are expressed as a percentage of each participant’s annual base salary, using the same criteria as described above for annual base salary. Following the review for fiscal year 2025, the compensation committee determined that the target incentive opportunities for Drs. Leproust and Finn should be increased in order to be more competitive with the market, while the target incentives for Messrs. Laponis and Cho and Ms. Green 30 TABLE OF CONTENTS remained appropriate from the prior fiscal year. The following table summarizes the annual target incentive percentages of our NEOs currently employed by the Company in fiscal year 2025.
Cash Bonus Plan
| Name | 2024 Target Incentive (% of Base Salary) | 2025 Target Incentive (% of Base Salary) | | Emily M. Leproust, Ph.D. | 90% | 100% | | Adam Laponis | 55% | 55% | | Patrick Finn, Ph.D. | 60% | 80% | | Paula Green | 50% | 50% | | Dennis Cho | 50% | 50% |
Cash Bonus Plan
Financial Performance Measures For fiscal year 2025, the compensation committee selected revenue and adjusted gross profit as the financial performance measures. Revenue was weighted 50% and adjusted gross profit was weighted 20% of the target award opportunity for our NEOs with the payout for each component ranging from 50% to 200% of target payout depending on achievement against such goals, resulting in performance against financial metrics constituting 70% of each NEO’s target award. The remaining 30% of awards was based on individual strategic goals, which in the case of the CEO, are tied to our strategic business priorities, and in the case of our other NEOs, are tied to each individual’s area of focus, for the first and second half of fiscal year 2025. The actual targets and payout percentages for revenue and adjusted gross profit are set forth in the table below.
Cash Bonus Plan
| Financial Performance Goal | Weighting | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | FY 2025 Results | Payout(1) | | Revenue | 50% | $278M | $367M | $417M | $377M | 119% | | Adjusted gross profit(2) | 20% | $126M | $180M | $195M | $198M | 200% |
Cash Bonus Plan
__________________ (1)Payouts are linearly interpolated for performance between the threshold, target and maximum goals. (2)Adjusted gross profit is defined under the fiscal year 2025 Cash Bonus Plan as gross profit excluding stock- based compensation expense. Individual Strategic Goals Because we believe that achieving key elements of our business strategy is important to driving sustainable growth and value creation, we based 30% of each NEO’s fiscal year 2025 target award opportunity on individual, strategic goals tied to our strategic business priorities for the first half and second half of fiscal year 2025, with the payout for each NEO for this component ranging from 0% to 200% depending on their achievement against such goals. 31 TABLE OF CONTENTS The individual goals are tied to our strategic business priorities for the first half and second half of fiscal year 2025 and used to determine the individual performance factor for NEOs. They consist of measurable goals for one or more of the strategic areas set forth in the table below. Early in the applicable performance period, the compensation committee established the strategic goals for Dr. Leproust and, in consultation with Dr. Leproust, the compensation committee established the goals for the other NEOs.
Cash Bonus Plan
| NEOs | FY2025 Strategic Goal Categories | | | CEO | •Customer acquisition and customer retention •Establish new growth vectors | •Strengthen the foundation •Exercise capital deployment discipline | | Other NEOs | •Scale organizational capabilities •Reinforce platform for sustainable growth •Achieve fiscal year 2025 financial plan •Foster a culture of excellence and engagement | •Expand new product footprint •Strengthen the organization •Ensure that labor is not a constraint to operations •Improve operational excellence |
Cash Bonus Plan
The compensation committee evaluated the performance of our CEO and determined the portion of her award that was based on achieving these goals in its sole discretion. Dr. Leproust evaluated the performance level of each of the other NEO’s individual performance against the pre-determined goals following the end of the fiscal year, then submitted her recommendations with respect to each of the other NEOs. The compensation committee makes the final determination of awards. The table below summarizes the individual performance payout determined by the compensation committee for each NEO currently employed by the Company and the reasoning for such determinations.
Cash Bonus Plan
| Name | Total Individual Performance Payout | Reasoning | | Emily M. Leproust, Ph.D. | 100% | Achieved significant customer acquisition and customer retention by leading the business to successfully grow the number of ordering customers to over 9,000 by the end of the fiscal year. Established new growth vectors through the launch of differentiated products. Strengthened the foundation by implementing foundational technology and process improvements to support operational scalability and by maintaining SOX compliance with no material weaknesses. Exercised capital deployment discipline by bringing spin out of Atlas to closure and securing $155 million in investment while retaining a significant equity position in Atlas. | | Adam Laponis | 100% | Reinforced our platform for sustainable growth by continuing to improve controls, ensure no new material weakness or significant deficiency determined, expand the ERM program, and support international expansion. Supported the achievement of the financial plan by improving forecast and management of inventory and hitting financial targets. Strengthened the organization by championing improvements in employee engagement through a collaborative update of new hire onboarding materials related to finance and cross-functional participation of finance team members. |
Cash Bonus Plan
32 TABLE OF CONTENTS
Cash Bonus Plan
| Patrick Finn, Ph.D. | 100% | Scaled organizational capabilities by optimizing the commercial operations leadership structure, rebuilding key commercial teams with exceptional leaders, and elevating the IT function to drive business offense. Achieved significant margin expansion through organic growth, driven by increased operational discipline that kept operating expenses firm while revenues improved. Expanded our new product footprint by establishing a comprehensive partnership roadmap for future product launches and accelerating development in key product portfolios. | | Paula Green | 100% | Ensured that labor is not a constraint to operations by analyzing and acting on turnover data, optimizing onboarding processes for new hires, enhancing the recruiting process through AI integration, and identifying culture ambassadors across the organization. Strengthened the organization by introducing safety and awareness training programs, making improvements to facility operations and efficiencies, including implementing a mass communications system globally. Fostered a culture of excellence and engagement by empowering leaders with user-friendly coaching tools and providing guidance on effective communication, feedback, and performance management strategies. | | Dennis Cho | 100% | Scaled organizational capabilities by effectively supporting commercial processes through the implementation of a comprehensive action plan based on survey feedback and reduction in turnaround time for third party agreements. Supported the achievement of the financial plan by driving sustainable growth towards profitability through successful out-licensing and transactional support and a significant reduction in overall department spending. Improved operational excellence by assisting with SOX compliance. |
Cash Bonus Plan
Total Cash Bonus Payout After considering the executive team’s actual achievement of performance measures, our compensation committee determined that incentive plan bonuses for 2025 performance were earned at approximately 129.6% of target for each of our NEOs. The cash bonuses for each NEO currently employed by the Company are summarized in the table below.
Cash Bonus Plan
| Name | 2025 Target Plan Incentive (% of Base Salary) | 2025 Target Plan Incentive ($) | Total Achievement (% of Target) | Incentive Plan Bonus Payout | | Emily M. Leproust, Ph.D. | 100% | $720,000 | 129.6% | $932,918 | | Adam Laponis | 55% | $269,500 | 129.6% | $349,197 | | Patrick Finn, Ph.D. | 80% | $450,400 | 129.6% | $583,592 | | Paula Green | 50% | $200,000 | 129.6% | $259,144 | | Dennis Cho | 50% | $224,500 | 129.6% | $290,889 |
Cash Bonus Plan
Pay for Performance and Alignment with Stockholder Interests As discussed in the Compensation Discussion and Analysis above, in fiscal year 2025, the Company delivered strong year-over-year growth in our key business drivers, including record revenue exceeding target achievement and adjusted gross profit exceeding maximum achievement under our Cash Bonus Plan. The 33 TABLE OF CONTENTS resulting above-target payouts under the Cash Bonus Plan reflect the alignment of Twist’s solid financial and operational successes in 2025 with our executive compensation program. In setting and determining the 2025 performance compensation elements, including the Cash Bonus Plan, our compensation committee selected performance goals focused on driving Twist’s financial, operational and strategic priorities for 2025. Consistent with our pay for performance philosophy, the compensation committee selected a combination of metrics to use for the Cash Bonus Plan that are key indicators of the Company’s financial success and significant drivers of stockholder value creation and that align with our overall operating strategy and financial plan and guidance: (i) revenue, because it is a critical measurement of the growth of our business used by management and market analysts; and (ii) adjusted gross profit, because it reflects management’s effectiveness in selling our products and services while operating the business in a cost-efficient manner. These performance measures were carefully selected and designed by the compensation committee to incentivize the appropriate balance among company goals that are intended to further align our executives’ compensation with our company’s continued long-term success: delivering financial results, prudently managing our capital structure and executing on external and internal disciplined growth. Under our Cash Bonus Plan, NEOs earn payouts based on satisfying or exceeding rigorous threshold goals aligned with our fiscal year 2025 financial plan. The compensation committee engaged its independent compensation consultant to analyze the historical performance of our company and its peers, using the performance metrics from our annual bonus program. At the time the fiscal year 2025 annual bonus goals were set, the target goals for revenue and adjusted gross profit required year-over-year growth above the 75th percentile of peer growth expectations. Specifically, these targets represent approximately 17% year-over-year growth for revenue and 31% year-over-year growth for gross margin over fiscal year 2024 results (inclusive of biopharma services). The compensation committee believes these targets clearly demonstrate the rigor of our performance metrics and their alignment with aggressive growth expectations. Although the NEOs received above-target payouts under the Cash Bonus Plan despite lower total shareholder return (“TSR”) in fiscal year 2025, we believe our compensation program aligns executive pay and company performance. The majority of our executives’ target compensation opportunities was performance- based or in the form of long-term equity awards. Our 2025 executive compensation program was a balanced mix of short-term cash and long-term equity-denominated compensation, which supports management's focus on long-term value creation and alignment with stockholders versus near-term decisions for cash payouts. Approximately 95% of our CEO’s target total direct compensation and approximately 90% on average of our other NEOs’ target total direct compensation was “at-risk.” Our NEOs’ target total direct compensation reflects the link between pay and TSR performance, especially when equity awards account for approximately 89% for our CEO and approximately 84% of each NEO’s target total direct compensation, and half of those equity awards are in the form of PRSUs (as discussed below). Such PRSUs are intended to provide executive officers with a long-term incentive to manage the Company from the perspective of an owner and align our executive team’s interests in growing the business, which supports the objectives of linking realized value to the achievement of critical financial and operational objectives and delivering superior long-term stockholder returns.
Equity Incentive Program
Equity Incentive Program We provide the majority of the target total direct compensation of our executive officers, including our NEOs, through equity awards (89% for our CEO and 84% for our other NEOs). Our compensation committee believes equity awards serve as an effective vehicle for long-term compensation and reinforce the alignment of our executives’ interests with those of our stockholders. By having a significant percentage of our executive officers’ target total direct compensation payable in the form of equity that vests over a number of years and, as a result, is subject to higher risk and long-term vesting requirements compared to cash compensation, our executive officers are motivated to remain employed with Twist and take actions that will benefit Twist and its stockholders over the long term. Fiscal Year 2025 Long-Term Equity Program In December 2024, after carefully considering Twist’s and the executive team’s performance, the compensation committee granted a portion of each NEO’s target value in PRSUs and a portion of each NEO’s target value in time-based RSUs in connection with the fiscal year 2025 annual equity grant cycle (the “Fiscal Year 2025 Equity Program”). The approach of granting both time and long-term performance-based equity awards to our executives, which we first instituted with respect to our fiscal year 2022 annual equity grant cycle, 34 TABLE OF CONTENTS reflects the compensation committee’s philosophy of pay-for-performance and continues to be a regular part of our executive compensation program. The material features of our Fiscal Year 2025 Equity Program are summarized in the table and section below.
Equity Incentive Program
| Fiscal Year 2025 Equity Program | | | Award Type | Philosophy | | PRSU awards | •Pay for Performance: Establish appropriate long-term performance conditions that the compensation committee believes will drive our long-term future growth and profitability •Reward Achievement: Provide meaningful and appropriate short-term and long- term incentives for achieving Company annual financial goals that the compensation committee believes are important for our short- and long-term success •Attract and Retain Executives: Promote retention of our executives through requiring service through the performance and three-year vesting periods and date that the compensation committee certifies the performance results | | Time-based RSU awards | •Attract and Retain Executives: Promote retention of our executives through four- year service vesting period •Align Interests with Stockholders: The value of RSU awards is correlated to our stock price | | Award Type | Grant Amount Considerations | | PRSU awards | •Factors used to determine the size of grants included: (i) the responsibilities, past performance, and anticipated future contributions of the NEO; (ii) the competitiveness of NEO’s overall compensation package with reference to peer group practices; (iii) the NEO’s existing equity holdings; (iv) the extent to which these holdings are vested; and (v) the recommendations of our CEO (other than with respect to her own compensation) | | Time-based RSU awards | •Same factors used to determine size of fiscal year 2025 PRSUs •Ensure sufficient equity awards available to meet equity incentive needs for non- executive employees |
Equity Incentive Program
Fiscal Year 2025 Equity Awards Time-Based RSUs For fiscal year 2025, our NEOs received time-based RSUs. All of our NEOs received their RSU awards in December 2024. For these RSU awards, 1/16th of the total number of time-based RSUs vest on each quarterly anniversary of November 20, 2024 (the vesting commencement date), for a total vesting period of four years, subject to the NEO’s continuous service through each vesting date. PRSUs For fiscal year 2025, each of our NEOs also received PRSUs in December 2024. To further align executive incentives with long-term stockholder value, the compensation committee shifted to an approximately three-year performance period from the grant date, a change from the two-year performance period used in prior years. To ensure these awards drive significant growth, the compensation committee established aggressive performance metrics for quarterly revenue, gross margin, and adjusted EBITDA goals to be achieved no later than September 30, 2027 (approximately three years after grant). The first quarter in which all three metrics are met, NEOs will earn 100% target payout. To reward maximum performance and consistency, if the same targets are achieved in subsequent quarters, NEOs will earn an additional 10% payout for each quarter (up to four quarters) for a total maximum payout of 140%. While target and maximum vesting require achievement of all three metrics, a threshold payout of 50% is eligible if only the adjusted EBITDA goal is achieved, ensuring a foundational focus on profitability. If the adjusted EBITDA threshold is not met within the three-year window, no 35 TABLE OF CONTENTS shares will vest. These performance measures were set at the beginning of the performance period in December 2024. The final vesting percentage for the performance metrics range from 50% to 140% of the vesting eligible PRSUs. Before the conclusion of the performance period, we do not publicly disclose our specific performance measure targets and the corresponding thresholds and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The compensation committee believes that it has set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed. As soon as practical after achievement of the performance requirements are met, the compensation committee will certify the performance results based on achievement against the specified performance metrics to determine the number of shares subject to the PRSUs that will be eligible to vest. Once the compensation committee certifies the number of PRSUs that become eligible to vest based on the performance metrics, 40% of such target vesting eligible PRSUs will vest upon certification by the compensation committee and 60% of such target vesting eligible PRSUs will vest on September 30, 2027 (approximately three years after grant), subject to the NEO’s continuous service through each vesting date (the “FY25 PRSU Settlement”). Additionally, any shares earned pursuant to maximum performance will also vest and be settled pursuant to the FY25 PRSU Settlement. The target value of each NEO’s PRSU and RSU award and the total number of PRSU and RSU awards that such NEO received in connection with fiscal year 2025, which were granted in December 2024, are set forth in the table below.
Equity Incentive Program
| Name | Target Value of PRSU and RSU Award at Grant(1) | Number of PRSU Awards Granted | Number of RSU Awards Granted | | Emily M. Leproust, Ph.D. | $9,998,454 | 95,351 | 95,350 | | Adam Laponis | $2,804,533 | 26,746 | 26,745 | | Patrick Finn, Ph.D. | $5,624,114 | 53,635 | 53,634 | | Paula Green | $2,142,132 | 20,429 | 20,428 | | Dennis Cho | $2,393,377 | 22,825 | 22,824 |
Equity Incentive Program
__________________ (1) The target value at grant of the award is based on the per share price of $52.43, which was the closing stock price of the Company’s stock on December 4, 2024, the grant date. Results of Fiscal Year 2024 Long-Term PRSUs Fiscal Year 2024 Award In November 2023, our NEOs (other than Mr. Laponis, who commenced employment in January 2024) received long-term PRSUs that become eligible to begin vesting based on achievement of fiscal year 2025 revenue and ending cash balance goals. Once the compensation committee certifies achievement of the applicable performance goals to determine the number of PRSUs eligible for vesting, 40% of such vesting eligible PRSUs vest on October 1, 2025 (approximately two years after grant) and 60% of such vesting eligible PRSUs will vest on October 1, 2026 (approximately three years after grant), subject to the NEO’s continuous service through the vesting date. Determination of the vesting eligible PRSUs was based on achievement against two metrics: (1) 70% of the vesting eligible shares subject to the PRSUs was determined based on achievement against certain revenue goals, and (2) 30% of the vesting eligible shares subject to the PRSUs was determined based on achievement against certain ending cash balance goals, in each case, as set forth in the table below. The eligible vesting percentage with respect to fiscal year 2025 revenue and ending cash balance, as applicable, ranged from 50% to 100%. 36 TABLE OF CONTENTS
Equity Incentive Program
| Financial Performance Goal | Threshold (50% Eligible to Vest) | Target (100% Eligible to Vest) | Maximum (100% Eligible to Vest) | | Revenue | $252M | $316M | $316M | | Ending cash balance | $125M | $150M | $150M |
Equity Incentive Program
In October 2025, the compensation committee certified that the Company had achieved revenue of $353 million and ending cash balance of $222 million for fiscal year 2025, resulting in 100% achievement of the revenue goal and 100% achievement of the ending cash balance goal for fiscal year 2025. As a result, the compensation committee certified that the PRSUs would become eligible to vest at 100% of the target number of PRSUs. The table below sets forth the target number and target grant value of PRSUs granted to each NEO and the number of PRSUs that became vesting eligible upon the compensation committee’s certification.
Equity Incentive Program
| Name | Target Value at Grant(1) | Number of PRSU Awards Granted | Number of PRSU Awards Vested | | Emily M. Leproust, Ph.D. | $2,924,975 | 168,976 | 168,976 | | Adam Laponis (2) | $874,500 | 25,000 | 25,000 | | Patrick Finn, Ph.D. | $1,381,078 | 79,785 | 79,785 | | Paula Green | $614,730 | 35,513 | 35,513 | | Dennis Cho | $510,957 | 29,518 | 29,518 |
Equity Incentive Program
__________________ (1)The target value at grant of the PRSU awards for each NEO, other than Mr. Laponis, is based on the per share price of $17.31, which was the closing stock price of the Company’s common stock on November 2, 2023, the grant date. (2)The target value at grant of the PRSU award for Mr. Laponis is based on the per share price $34.90, which was the closing stock price of the Company’s common stock on January 8, 2024, the grant date.
Severance and Change in Control Benefits
Severance and Change in Control Benefits The following table provides information regarding the severance benefits that are provided for in the employment agreements that we have with our NEOs. For additional information regarding the severance and change in control arrangements of our NEOs, please refer to the section below titled “Potential Payments upon Termination or Change in Control.” 37 TABLE OF CONTENTS
Severance and Change in Control Benefits
| Termination and Change in Control Protections | | | | Philosophy | Considerations | Terms | | •Attract and Retain Executives: •Intended to ease an NEO’s transition due to an unexpected employment termination, or retirement •Retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives •Align Interests with Stockholders: Mitigate any potential employer liability and avoid future disputes or litigation | •The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time •Arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post- employment compensation payments or benefits •“Double-trigger” provisions preserve morale and productivity, and encourage executive retention in the event of a change in control •These provisions are considered a typical component of a competitive executive compensation program for executives among our peers | Agreements with NEOs Currently Employed: •Provide for certain cash payments, and/or the vesting of certain equity awards and COBRA benefits, in the event there is a separation of employment under various circumstances, subject to the execution of a release of claims •Provide for accelerated vesting of equity awards upon a change in control if the recipient is terminated by the acquiring entity in connection with the change in control under specified circumstances, subject to the execution of a release of claims |
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of
Material Nonpublic Information
Material Nonpublic Information Beginning in 2022, our compensation committee ceased granting stock options or similar awards as part of our equity compensation program. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider 39 TABLE OF CONTENTS trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. Our executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal year 2025, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2025, none of our NEOs were awarded stock options.
Our Compensation-Setting Process
Our Compensation-Setting Process Role of the Compensation Committee The compensation committee works closely with its independent consultant and meets regularly, including in executive session without members of management present, to make decisions on our executive compensation program and on the compensation of our CEO and other executives. The compensation committee reviews a variety of market data and information, including company, compensation peers, and technology industry compensation information, and considers the recommendations of its independent consultant when making compensation decisions. The compensation committee chair reports the actions of the compensation committee to our Board at each regular meeting. The compensation committee’s responsibilities include, among other things, reviewing and approving (or making recommendations to the Board, as applicable, regarding): •overall compensation strategy; •amounts and form of executive compensation, including base salary, cash bonus and equity-based compensation; •goals and objectives to be considered in determining the compensation of the CEO and other executive officers; •annual and long-term incentive plans and benefit plans; •Board compensation; •whether such compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company; •annual say-on-pay vote results; •annual proxy and CD&A disclosure; and •compensation peer group. Role of the Independent Compensation Consultant The compensation committee generally retains an independent compensation consultant to help understand competitive compensation levels and incentive designs. The independent compensation consultant is solely hired by, and reports directly to, the compensation committee. The compensation committee has sole authority to retain and terminate the independent compensation consultant. At the compensation committee’s discretion, the independent compensation consultant: •provides independent advice to the compensation committee on current trends and best practices in compensation design; •advises on plans or practices that may improve the effectiveness of our compensation program; •attends compensation committee meetings; •assists the compensation committee in determining peer companies and evaluating compensation proposals; and •conducts compensation-related research. 40 TABLE OF CONTENTS In making fiscal year 2025 compensation decisions, the compensation committee retained Meridian Compensation Partners, LLC (“Meridian”) to help in the selection of an appropriate peer group for executive compensation benchmarking purposes, review our executive compensation programs, assist the compensation committee in designing our executive compensation program and provide the compensation committee an understanding in executive compensation trends. Meridian advised the compensation committee on current trends and best practices in compensation design and on the design of the equity compensation program for fiscal year 2025 from October 1, 2024 through May 7, 2025. In May 2025, after conducting a thorough review of other compensation consultants, the compensation committee engaged Alpine Rewards, LLC (“Alpine”), an independent consulting firm, to advise on executive compensation matters beginning on May 7, 2025. The compensation committee has analyzed and determined that the work of Meridian and Alpine as compensation consultants was free of any conflicts of interest and that Meridian and Alpine were independent under the applicable listing rules. We pay the cost for the compensation consultant’s services; however, our compensation committee retains the sole authority to direct, terminate, or engage the compensation consultant and the compensation consultant reports directly to our compensation committee. Role of Management Our CEO and our other executive officers do not set their own compensation nor are they present when the compensation committee sets their specific individual compensation. Our CEO provides her evaluation of each executive officer’s performance to the compensation committee, and makes recommendations with respect to base salary and target cash bonus awards and equity awards for each executive officer other than herself. This recommendation is considered by the compensation committee, which makes its own ultimate determinations. The human resources department provides additional analysis and guidance as requested by the compensation committee related to NEO compensation, including the following: •developing, summarizing and presenting information and analyses to enable the compensation committee to execute its responsibilities, as well as addressing specific requests for information from the compensation committee; •attending compensation committee meetings, as requested, to provide information, respond to questions and otherwise assist the compensation committee; and •assisting the CEO in making preliminary recommendations of base salary structure, cash bonus and long-term equity incentive awards. Peer Group Each year, the compensation committee reviews and approves a peer group of companies for which to reference competitive pay levels and practices. The peer group may vary in its composition year-to-year based upon the criteria for selection and market conditions. The peer group companies were chosen based on, among other things, (i) industry, (ii) revenue, (iii) revenue growth, (iv) market cap and (v) market cap as a multiple of revenue. For fiscal year 2025, the compensation committee used the following criteria (among others): •Industry: biotechnology, health care services, and life sciences tools and services companies •Revenue: between $110 million and $1.3 billion •Market Capitalization: between $500 million and $7.1 billion The compensation committee approved the peer group below and used it as part of its process in setting the fiscal year 2025 executive compensation program, including making pay decisions. 41 TABLE OF CONTENTS
Our Compensation-Setting Process
| 2025 Peer Group | | | | 10x Genomics, Inc. | Insmed Incorporated | Quanterix Corporation | | Azenta, Inc. | Maravai LifeSciences Holdings, Inc. | REGENXBIO Inc. | | BioLife Solutions, Inc. | Natera, Inc. | Schrödinger, Inc. | | CareDX, Inc. | NeoGenomics, Inc. | Ultragenyx Pharmaceutical Inc. | | Cytek Biosciences, Inc. | NovoCure Limited | Veracyte, Inc. | | Guardant Health, Inc. | Pacific Biosciences of California, Inc. | |
Compensation Risk Assessment
Compensation Risk Assessment The compensation committee has assessed our compensation philosophy and objectives, and forms of compensation and benefits for all employees, including executives, and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. The compensation committee believes that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features: •A balanced mix of short-term cash and long-term equity-denominated compensation, which supports management's focus on long-term value creation and alignment with stockholders versus near-term decisions for cash payouts. For the CEO, long-term incentive compensation makes up 95% of target direct compensation. For other senior most executives, long-term incentive compensation makes up 90% of target direct compensation, on average, in fiscal year 2025. •The compensation committee is actively involved in setting performance targets for the incentive plans, assessing the level of stretch in targets and assessing performance against targets. Targets are set with a level of stretch designed to allow performance without inappropriate risk taking. •Short-term Cash Bonus Plan awards are capped at 200% of target, while fiscal year 2025 long-term equity incentive awards were capped at 140% of target. •The short-term Cash Bonus Plan is tied to financial and strategic performance. Further, external auditors review financial results, and multiple levels of internal review occur for the short-term cash bonus plan prior to payout certification by the compensation committee. •The Company’s equity plans encourage share ownership and long-term stockholder alignment. Long- term incentive awards are granted annually, and use overlapping vesting periods to ensure management remains exposed to the risks of their decision making through their unvested share-based awards for the period during which the business risks are likely to materialize. Further, long-term incentive awards are denominated and settled in shares of the Company, further linking participants and stockholders. In fiscal year 2025, the Company granted 50% of executive long-term equity incentive awards in performance-based share units and 50% in service-vesting restricted stock units. RSUs and PRSUs are inherently subject to the risks of the business, focus on long-term value creation and support appropriate risk taking. •All components of target compensation are benchmarked annually against a peer group selected by the compensation committee with input from its independent compensation consultant. Business judgment 42 TABLE OF CONTENTS is used when assessing target pay levels and the Company does not strictly adhere to market benchmarks. •The compensation committee is comprised solely of independent directors and retains an independent compensation consultant to provide a balanced perspective on compensation programs and practices. •Executive and director stock ownership guidelines which align Board and executive interests with the long-term interests of stockholders. •Policies prohibiting hedging and pledging by our employees, officers or directors.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding fiscal years 2023, 2024, and 2025 compensation for our NEOs, except fiscal year 2023 for Mr. Laponis is not provided because he was not an NEO in that year.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non- Equity Incentive Plan Compensation(3) ($) | All Other Compensation ($) | Total ($) | | Emily M. Leproust, Ph.D. Chief Executive Officer and Chair of the Board | 2025 | 720,000 | — | 11,998,134 | 932,918 | 130,518(4) | 13,781,570 | | | 2024 | 685,000 | — | 5,849,949 | 955,575 | 130,087 | 7,620,611 | | | 2023 | 685,000 | 53,796 | 6,632,151 | 501,054 | 126,636 | 7,998,637 | | Adam Laponis Chief Financial Officer | 2025 | 490,000 | — | 3,365,430 | 349,197 | 11,490(5) | 4,216,117 | | | 2024 | 330,708 | 195,000 | 4,197,600 | 280,624 | 4,312 | 5,008,244 | | Patrick Finn, Ph.D. President and Chief Operating Officer | 2025 | 563,000 | — | 6,748,947 | 583,592 | 127,403(6) | 8,022,942 | | | 2024 | 500,000 | — | 2,762,157 | 465,000 | 127,394 | 3,854,551 | | | 2023 | 470,000 | 123,761 | 4,283,916 | 230,039 | 120,142 | 5,227,858 | | Paula Green Senior Vice President of Human Resources | 2025 | 400,000 | — | 2,570,537 | 259,144 | 119,178(7) | 3,348,859 | | | 2024 | 371,000 | — | 1,229,460 | 287,525 | 117,696 | 2,005,681 | | | 2023 | 356,291 | 15,271 | 1,868,944 | 142,230 | 104,684 | 2,487,420 | | Dennis Cho Chief Legal Officer and Corporate Secretary | 2025 | 449,000 | — | 2,872,062 | 290,889 | 9,125(8) | 3,621,076 | | | 2024 | 433,000 | — | 1,021,913 | 335,575 | 7,944 | 1,798,432 | | | 2023 | 410,000 | 17,888 | 1,048,112 | 166,612 | 5,342 | 1,647,954 |
Summary Compensation Table
__________________ (1)Amounts reported in this column reflect the value of discretionary bonuses approved and paid to our NEOs. (2)Amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of PRSUs and RSUs granted in the applicable fiscal year as determined in accordance with FASB ASC Topic 718. The grant date fair value for RSU awards was determined using the closing price of our common stock on the grant date multiplied by the number of shares subject to the award. The grant date fair value for PRSU awards was determined using the closing price of our common stock on the grant date multiplied by the estimate of the number of PRSUs expected to vest based on our determination of the probable outcome of the performance conditions used for financial reporting purposes in accordance with ASC 718 on the grant date, which is equal to the value of the awards assuming the maximum outcome of performance conditions at the level of 140% as of the grant date. These amounts reflect our accounting expense for these stock awards and do not represent the actual economic value that may be realized by each NEO. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2025. 44 TABLE OF CONTENTS (3)Amounts reflect annual cash bonus awards earned with respect to the applicable fiscal year by each NEO under our Cash Bonus Plan for executive officers. (4)For Dr. Leproust, this amount represents $120,000 for corporate housing stipend, $9,000 for employer 401(k) plan contributions and $1,518 for life insurance premiums paid during fiscal year ended 2025. (5)For Mr. Laponis, this amount represents $10,500 for employer 401(k) plan contributions and $990 for life insurance premiums paid during fiscal year 2025. (6)For Dr. Finn, this amount represents $120,000 for corporate housing stipend, $5,885 for employer 401(k) plan contributions and $1,518 for life insurance premiums paid during fiscal year 2025. (7)For Ms. Green, this amount represents $108,000 for corporate housing stipend, $8,340 employer 401(k) plan contributions and $2,838 for life insurance premiums paid during fiscal year 2025. (8)For Mr. Cho, this amount represents $6,735 for employer 401(k) plan contributions and $2,390 for life insurance premiums paid during fiscal year 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table sets forth information regarding fiscal year 2025 annual incentive bonus awards and equity awards granted to our NEOs in fiscal year 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| | | | Potential Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Potential Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Emily M. Leproust, | Annual Incentive(4) | | 360,000 | 720,000 | 1,440,000 | | | | | | | | RSUs(5) | 12/04/2024 | | | | | | | 95,350 | 4,999,201 | | | PRSUs(6) | 12/04/2024 | | | | 47,676 | 95,351 | 133,491 | | 6,998,933 | | Adam Laponis | Annual Incentive(4) | | 134,750 | 269,500 | 539,000 | | | | | | | | RSUs(5) | 12/04/2024 | | | | | | | 26,745 | 1,402,240 | | | PRSUs (6) | 12/04/2024 | | | | 13,373 | 26,746 | 37,444 | | 1,963,190 | | Patrick Finn, Ph.D. | Annual Incentive(4) | | 225,200 | 450,400 | 900,800 | | | | | | | | RSUs(5) | 12/04/2024 | | | | | | | 53,634 | 2,812,031 | | | PRSUs(6) | 12/04/2024 | | | | 26,818 | 53,635 | 75,089 | | 3,936,916 | | Paula Green | Annual Incentive(4) | | 100,000 | 200,000 | 400,000 | | | | | | | | RSUs(5) | 12/04/2024 | | | | | | | 20,428 | 1,071,040 | | | PRSUs(6) | 12/04/2024 | | | | 10,215 | 20,429 | 28,600 | | 1,499,497 | | Dennis Cho | Annual Incentive(4) | | 112,250 | 224,500 | 449,000 | | | | | | | | RSUs(5) | 12/04/2024 | | | | | | | 22,824 | 1,196,662 | | | PRSUs(6) | 12/04/2024 | | | | 11,413 | 22,825 | 31,955 | | 1,675,400 |
Grants of Plan-Based Awards in Fiscal Year 2025
__________________ (1)Annual equity awards granted in fiscal year 2025 were approved by the compensation committee. (2)These amounts reflect the threshold, target, and maximum annuals that our NEO could earn for fiscal 2025 under our Cash Bonus Plan based on achievement on revenue and adjusted gross profit financial goals (70% of target opportunity) and individual performance goals (30% of target opportunity). Amounts shown are calculated as a percentage of fiscal 2025 year-end base salary. Threshold bonus amounts assume achievement of performance goals at 50% of target, target bonus amounts assume achievement of the performance goals at 100% of target, and maximum bonus amounts assume achievement of the performance goals at 200% of target. The NEOs received actual bonuses for fiscal 2025 in the amounts shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. See the discussion and analysis regarding annual incentive bonuses in the CD&A section titled “Elements of Compensation—Cash Bonus Plan” for further information. (3)The grant date fair value is computed in accordance with FASB ASC Topic 718 for PRSUs and time-based RSUs granted during the applicable fiscal year. For more information on, and assumptions used for the grant date fair value of the PRSUs and time-based RSUs, refer to Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. (4)Represents awards under the Cash Bonus Plan payable in cash. 45 TABLE OF CONTENTS (5)1/16th of the total number of time-based RSUs vest on each quarterly anniversary of November 20, 2024, for a total vesting period of four years, subject to the NEO’s continuous service through each vesting date. (6)The amount shown in these rows reflect the share amount, specifically the threshold, the target and the maximum potential awards of PRSUs granted in 2025. These amounts are based on achievement by no later than September 30, 2027 of pre-approved revenue, gross margin and adjusted EBITDA goals. Performance measures were set at the beginning of the performance period. The vesting percentage for the PRSUs with respect to revenue, gross margin and adjusted EBITDA goals, as applicable, ranges from 50% to 140%. The amounts shown in the table assume 50% achievement for the threshold award, 100% achievement for the target award, and 140% achievement for the maximum award. See the discussion and analysis regarding PRSU awards in the CD&A section titled “Elements of Compensation—Equity Incentive Program” for further information.
Outstanding equity awards as of September 30, 2025
Outstanding equity awards as of September 30, 2025 The following table provides information regarding the outstanding equity awards held by each of our NEOs as of September 30, 2025:
Outstanding equity awards as of September 30, 2025
| | Option Awards(1) | | | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units of Stock, or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Stock, or Other Rights That Have Not Vested(5) ($) | | Emily M. Leproust, Ph.D. | 9/29/2017(6) | 150,879 | — | — | 8.82 | 9/28/2027 | — | — | — | — | | | 11/19/2018(6) | 266,539 | — | — | 26.66 | 11/18/2028 | — | — | — | — | | | 10/24/2019(6) | 131,290 | — | — | 23.33 | 10/23/2029 | — | — | — | — | | | 9/1/2020(6) | 64,950 | — | — | 67.85 | 8/31/2030 | — | — | — | — | | | 12/27/2021(7) | — | — | — | — | — | 1,053 | 29,631 | — | — | | | 12/19/2022(7) | — | — | — | — | — | 18,675 | 525,515 | — | — | | | 12/19/2022(8) | — | — | — | — | — | — | — | 27,573 | 775,904 | | | 9/5/2023(7) | — | — | — | — | — | 40,431 | 1,137,728 | — | — | | | 9/5/2023(9) | — | — | — | — | — | — | — | 48,513 | 1,365,156 | | | 11/2/2023(7) | — | — | — | — | — | 95,049 | 2,674,679 | — | — | | | 11/2/2023(10) | — | — | — | — | — | — | — | 168,976 | 4,754,985 | | | 12/4/2024(7) | — | — | — | — | — | 77,473 | 2,180,090 | — | — | | | 12/4/2024(12) | — | — | — | — | — | — | — | 133,491 | 3,756,437 | | Adam Laponis | 1/8/2024(7) | — | — | — | — | — | 46,878 | 1,319,147 | — | — | | | 1/8/2024(11) | — | — | — | — | — | — | — | 37,000 | 1,041,180 | | | 12/4/2024(7) | — | — | — | — | — | 21,732 | 611,538 | — | — | | | 12/4/2024(12) | — | — | — | — | — | — | — | 37,444 | 1,053,674 | | Patrick Finn, Ph.D. | 9/29/2017(6) | 3,279 | — | — | 8.82 | 9/28/2027 | — | — | — | — | | | 11/19/2018(6) | 34,512 | — | — | 26.66 | 11/18/2028 | — | — | — | — | | | 10/24/2019(6) | 19,705 | — | — | 23.33 | 10/23/2029 | — | — | — | — | | | 9/1/2020(6) | 23,355 | — | — | 67.85 | 8/31/2030 | — | — | — | — | | | 12/27/2021(7) | — | — | — | — | — | 379 | 10,665 | — | — | | | 12/19/2022(7) | — | — | — | — | — | 11,090 | 312,073 | — | — | | | 12/19/2022(8) | — | — | — | — | — | — | — | 16,373 | 460,736 | | | 2/2/2023(7) | — | — | — | — | — | 9,572 | 269,356 | — | — | | | 2/2/2023(9) | — | — | — | — | — | — | — | 14,131 | 397,646 | | | 9/5/2023(9) | — | — | — | — | — | — | — | 18,000 | 506,520 | | | 11/2/2023(7) | — | — | — | — | — | 44,883 | 1,263,008 | — | — |
Outstanding equity awards as of September 30, 2025
46 TABLE OF CONTENTS
Outstanding equity awards as of September 30, 2025
| | Option Awards(1) | | | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested (3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units of Stock, or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units of Stock, or Other Rights That Have Not Vested(5) ($) | | | 11/2/2023(10) | — | — | — | — | — | — | — | 79,785 | 2,245,150 | | | 12/4/2024(7) | — | — | — | — | — | 43,578 | 1,226,285 | — | — | | | 12/4/2024(12) | — | — | — | — | — | — | — | 75,089 | 2,113,004 | | Paula Green | 9/29/2017(6) | 1,046 | — | — | 8.82 | 9/29/2027 | — | — | — | — | | | 11/19/2018(6) | 31,956 | — | — | 26.66 | 11/18/2028 | — | — | — | — | | | 10/24/2019(6) | 26,137 | — | — | 23.33 | 10/23/2029 | — | — | — | — | | | 9/1/2020(6) | 17,880 | — | — | 67.85 | 8/31/2030 | — | — | — | — | | | 12/27/2021(7) | — | — | — | — | — | 290 | 8,161 | — | — | | | 12/19/2022(7) | — | — | — | — | — | 3,045 | 85,686 | — | — | | | 12/19/2022(8) | — | — | — | — | — | — | — | 4,491 | 126,377 | | | 9/5/2023(7) | — | — | — | — | — | 15,000 | 422,100 | — | — | | | 9/5/2023(9) | — | — | — | — | — | — | — | 18,000 | 506,520 | | | 11/2/2023(7) | — | — | — | — | — | 19,980 | 562,237 | — | — | | | 11/2/2023(10) | — | — | — | — | — | — | — | 35,513 | 999,336 | | | 12/4/2024(7) | — | — | — | — | — | 16,600 | 467,124 | — | — | | | 12/4/2024(12) | — | — | — | — | — | — | — | 28,600 | 804,804 | | Dennis Cho | 9/13/2021(6) | 8,194 | — | — | 115.93 | 9/12/2031 | — | — | — | — | | | 12/27/2021(7) | — | — | — | — | — | 342 | 9,624 | — | — | | | 12/19/2022(7) | — | — | — | — | — | 3,192 | 89,823 | — | — | | | 9/5/2023(7) | — | — | — | — | — | 6,000 | 168,840 | — | — | | | 12/19/2022(8) | — | — | — | — | — | — | — | 4,710 | 132,539 | | | 9/5/2023(9) | — | — | — | — | — | — | — | 7,200 | 202,608 | | | 11/2/2023(7) | — | — | — | — | — | 16,605 | 467,265 | — | — | | | 11/2/2023(10) | — | — | — | — | — | — | — | 29,518 | 830,637 | | | 12/4/2024(7) | — | — | — | — | — | 18,546 | 521,884 | — | — | | | 12/4/2024(12) | — | — | — | — | — | — | — | 31,955 | 899,214 |
Outstanding equity awards as of September 30, 2025
_______________ (1)Prior to our IPO, all awards were granted under our 2013 Stock Plan. Following our IPO, all awards were granted under our 2018 Equity Incentive Plan. (2)The units in this column represent RSUs granted pursuant to an RSU award agreement that remained unvested as of September 30, 2025. (3)Each RSU represents the right to receive a share of our common stock. The market value of our common stock is based on the per share price of $28.14, which was the closing stock price of the Company’s common stock on September 30, 2025. (4)The units in this column represent PRSUs granted pursuant to a PRSU award agreement, all of which remained unvested as of September 30, 2025. (5)The market value is calculated by multiplying the number of PRSUs that may be earned upon achievement of PRSU performance goals by the closing market price of our stock of $28.14 as of September 30, 2025. (6)The option grant is fully vested. (7)The RSU grant vests quarterly over a four-year period, subject to continuous service through each applicable vesting date. (8)PRSUs vested based on fiscal year 2024 revenue and adjusted gross profit goals, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. On 47 TABLE OF CONTENTS November 4, 2024, the compensation committee certified achievement of the fiscal year 2024 revenue goal at 96%, and the adjusted gross profit performance goal at 0%. As a result, 77% of the target number of PRSUs became eligible to vest. So long as the executive is in continuous service, the vesting eligible PRSUs shall vest and be settled as follows: (x) 40% of the vesting eligible shares vested effective as of October 1, 2024 and (y) 60% of the vesting eligible shares vested on October 1, 2025. (9)PRSUs vest based on fiscal year 2024 ending cash balance, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. On November 4, 2024, the compensation committee certified achievement of the specified performance metric at 100%. As a result, 100% of the target number of PRSUs became eligible to vest. So long as the executive is in continuous service, the vesting eligible PRSUs shall vest and be settled as follows: (x) 40% of the vesting eligible shares vested effective as of October 1, 2024 and (y) 60% of the vesting eligible shares vested on October 1, 2025. (10)PRSUs vest based on fiscal year 2025 revenue and ending cash balance goals, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. On October 28, 2025, the compensation committee certified achievement of the specified performance metric at 100%. As a result, 100% of the target number of PRSUs became eligible to vest. So long as the executive is in continuous service, the vesting eligible PRSUs shall vest and be settled as follows: (x) 40% of the vesting eligible shares vested effective as of October 1, 2025 and (y) 60% of the vesting eligible shares will vest on October 1, 2026. (11)Mr. Laponis received two PRSU grants: (i) 25,000 PRSUs which vest as described in footnote 10 above, and (ii) 20,000 PRSUs which vest as described in footnote 9 above. (12)The number of PRSUs listed in this row reflects the maximum outcome of the performance conditions, as performance was tracking at maximum achievement as of September 30, 2025. PRSUs become eligible to vest based on achievement of revenue, gross margin and adjusted EBITDA goals by no later than September 30, 2027, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. Performance measures were set at the beginning of the performance period. As soon as practical after target performance requirements are met, the compensation committee will certify the performance results based on achievement against specified performance metrics to determine the number of shares subject to the PRSUs that will be eligible to vest. So long as the executive is in continuous service, the target vesting eligible PRSUs shall vest and be settled according to the FY25 PRSU Settlement. Additionally, if the same revenue, gross margin and adjusted EBITDA goals are achieved in subsequent quarters, NEOs will earn an additional 10% payout for each quarter (up to four quarters) prior to September 30, 2027 for a total maximum payout of 140%. The vesting percentage ranges from 50% to 140%.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of RSU awards and restricted stock awards during fiscal year 2025 by each of our NEOs.
Option Exercises and Stock Vested in Fiscal Year 2025
| | 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) ($) | | Emily M. Leproust, Ph.D. | — | — | 178,328 | 7,306,302 | | Adam Laponis | — | — | 38,011 | 1,555,436 | | Patrick Finn, Ph.D. | — | — | 92,711 | 3,912,163 | | Paula Green | — | — | 45,426 | 1,860,385 | | Dennis Cho | — | — | 35,858 | 1,465,105 |
Option Exercises and Stock Vested in Fiscal Year 2025
__________________ (1)The value realized upon vesting of stock options is calculated by multiplying the number of shares underlying the stock options vested by difference between (a) the closing price of our common stock on the vesting date and (b) the exercise price of the stock option and does not necessarily reflect actual proceeds received. If such amount is a negative number, the value realized is presumed to be zero. 48 TABLE OF CONTENTS (2)The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price of our common stock on the vesting date and does not necessarily reflect actual proceeds received.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Involuntary Termination of Employment in Connection with Change in Control
| Name | Base Salary Continuation(1) | Average Incentive Bonus(2) | Pro-Rata Target Incentive Bonus(3) | COBRA Premium Payments(4) | Acceleration of Time- Based Equity Awards(5) | Acceleration of Performance- Based Equity Awards(6) | Total | | Emily M. Leproust, Ph.D. | $1,440,000 | $728,315 | $720,000 | $64,800 | $6,547,643 | $10,885,537 | $20,386,295 | | Adam Laponis | $490,000 | $280,624 | $269,500 | $32,400 | $1,930,685 | $2,094,854 | $5,098,064 | | Patrick Finn, Ph.D. | $563,000 | $347,520 | $450,400 | $32,400 | $3,081,386 | $5,980,904 | $10,455,610 | | Paula Green | $400,000 | $214,878 | $200,000 | $32,400 | $1,545,308 | $2,475,026 | $4,867,611 | | Dennis Cho | $449,000 | $251,094 | $224,500 | $32,400 | $1,257,436 | $2,104,844 | $4,319,273 |
Pay Ratio Disclosure
Pay Ratio Disclosure Pursuant to SEC rules adopted according to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our principal executive officer to our median employee’s annual total compensation. Our current principal executive officer is Dr. Leproust, our CEO. As of September 30, 2025, the ratio of our current CEO’s Total Compensation to the median employee’s Total Compensation is as follows:
Pay Ratio Disclosure
| Median Employee Total Compensation | $188,208 | | CEO’s Total Compensation | $13,781,570 | | Ratio of CEO to Median Employee Compensation | 73.2 to 1 |
Pay Ratio Disclosure
To identify our median employee for CEO Pay Ratio purposes, we used the following methodology: •We determined our median employee based on our employee population as of September 30, 2025. •We used a consistently applied compensation measure that included the sum of each employee’s base salary, bonuses and commissions earned in fiscal year 2025 and the grant date fair value of all equity granted in fiscal year 2025. •We annualized the base salaries for employees who were employed by us for less than the entire calendar year. •Compensation paid in foreign currencies was converted to U.S. dollars based on the exchange rates as of September 30, 2025. Using this approach, we calculated the annual total compensation of our median employee for fiscal year 2025 in accordance with the requirements of the Summary Compensation Table. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC’s 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 utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered fiscal year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the CD&A. 53 TABLE OF CONTENTS
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (1) (a) | Summary Compensation Table Total for CEO (b) | Compensation Actually Paid to CEO (2) (c) | Average Summary Compensation Table Total for Non-CEO NEOs (d) | Average Compensation Actually Paid to Non-CEO NEOs (3) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(4) (g) | Net Income (in millions) (h) | Revenue (in millions)(5) (i) | | 2025 | $13,781,570 | $928,134 | $4,802,249 | $1,006,339 | $37.04 | $119.26 | $(77.7) | $376.6 | | 2024 | $7,620,611 | $24,977,300 | $2,683,449 | $6,359,699 | $59.47 | $115.57 | $(208.7) | $313.0 | | 2023 | $7,998,637 | $3,219,824 | $3,086,321 | $1,648,641 | $26.67 | $95.05 | $(204.6) | $245.1 | | 2022 | $5,917,663 | $(15,039,602) | $2,484,123 | $(3,534,350) | $46.39 | $89.85 | $(217.9) | $203.6 | | 2021 | $1,281,593 | $18,054,219 | $728,146 | $6,408,876 | $140.81 | $120.21 | $(152.1) | $132.3 |
Pay Versus Performance
__________________ (1)The CEO and other NEOs for the indicated fiscal years were as follows: (i) for 2025, our CEO was Dr. Leproust and our other NEOs were Mr. Laponis, Dr. Finn, Ms. Green, and Mr. Cho (ii) for 2024, our CEO was Dr. Leproust and our other NEOs were Mr. Laponis, Dr. Finn, Ms. Green, Mr. Cho, Dr. Banyai, and Mr. Thorburn; (iii) for 2023, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, and Ms. Green; (iv) for 2022, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, Mr. Cho, and Mr. Weiss; and (v) for 2021, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, and Mr. Weiss. (2)Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
Pay Versus Performance
| Fiscal Year | Summary Compensation Table Total | Adjustment to Summary Compensation Table Total(1) | Compensation Actually Paid | | 2025 | $13,781,570 | $(12,853,436) | $928,134 |
Pay Versus Performance
__________________ (1) See table below for calculation of Adjustment to Summary Compensation Table Total
Pay Versus Performance
| Fiscal Year | Deduction of Grant Date Fair Value of Current year Equity Awards | Addition of Fair Value of Current Year Equity Awards at Fiscal Year End | Additions (Deductions) for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End | Additions (Deductions) for Awards that are Granted and Vest in the Same Covered Fiscal Year | Additions (Deductions) for Change in Value of Prior Years’ that Vested in Fiscal Year | Adjustment to Summary Compensation Table Total | | 2025 | $(11,998,134) | $5,936,527 | $(6,820,601) | $610,440 | $(581,668) | $(12,853,436) |
Pay Versus Performance
(3)Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
Pay Versus Performance
| Fiscal Year | Average Summary Compensation Table Total | Adjustment to Average Summary Compensation Table Total(1) | Average Compensation Actually Paid | | 2025 | $4,802,249 | $(3,795,909) | $1,006,339 |
Pay Versus Performance
__________________ (1) See table below for calculation of Adjustment to Average Summary Compensation Table Total 54 TABLE OF CONTENTS
Pay Versus Performance
| Fiscal Year | Deduction of Grant Date Fair Value of Current Year | Addition of Fair Value of Current Year Equity Awards at Fiscal Year End | Additions (Deductions) for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End | Additions (Deductions) for Awards that are Granted and Vest in the Same Covered Fiscal Year | Additions (Deductions) for Change in Value of Prior Years’ that Vested in Fiscal Year | Adjustment to Average Summary Compensation Table Total | | 2025 | $(3,889,244) | $1,924,382 | $(1,882,822) | $197,837 | $(146,062) | $(3,795,909) |
Pay Versus Performance
(4)For each indicated covered year, represents the cumulative TSR of the Nasdaq Biotechnology Index. (5)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year. The Company determined revenue, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers