DEF 14A of Recursion Pharmaceuticals, Inc., Apr 23, 2024

DEF 14A of Recursion Pharmaceuticals, Inc.

Filed Apr 23, 2024 · FY20230001601830-24-000040

Open on EDGAR

  1. Director Compensation

    Director Compensation As further sets forth in the “Directors Compensation Table” below, the following is information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2023, other than Christopher Gibson, our Chief Executive Officer, and Najat Khan, our Chief R&D and Commercial Officer, who are also members of our Board of Directors, but do not receive any additional compensation for their service as directors. The compensation of Dr. Gibson as a Named Executive Officer is set forth above under “Executive Compensation-Summary Compensation Table.” Dr. Khan was elected as a Director and appointed as an Executive Officer in April 2024 and did not earn compensation in 2023 required to be disclosed pursuant to Item 402 of Regulation S-K. We have adopted, and our stockholders have approved, an Outside Director Compensation Policy that became effective upon the effective date of our initial public offering in April 2021. Our Outside Director Compensation Policy provides that all non-employee directors will be entitled to receive the following cash compensation for their services following the effective date of the Outside Director Compensation Policy: •$35,000 retainer per year for each non-employee director; •$30,000 retainer per year for the Chair of the Board; •$20,000 retainer per year for the Chair of the Audit Committee or $10,000 retainer per year for each other member of the Audit Committee; •$15,000 retainer per year for the Chair of the Compensation Committee or $7,500 retainer per year for each other member of the Compensation Committee; and •$10,000 retainer per year for the chair of the Nominating and Corporate Governance Committee or $5,000 retainer per year for each other member of the Nominating and Corporate Governance Committee. Each non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis. Non-employee directors may elect to receive 100% of their annual cash fees in the form of awards of our Class A common stock. Each non-employee director may elect to convert any cash compensation that s/he would otherwise be entitled to receive under our Outside Director Compensation Policy into an award of restricted stock units covering our Class A common stock (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) (each, a “Retainer Award”). If the non-employee director makes this election in accordance with the Outside Director Compensation Policy, the Retainer Award will be granted on the first business day following the date that the corresponding cash compensation otherwise would be paid under the policy, will be fully vested on the grant date and will cover a number of shares of our Class A common stock equal to (A) the aggregate amount of cash compensation otherwise payable to the non-employee director on that date divided by (B) the closing price per share as of the day the grant is made. In addition to the compensation structure described above, our Outside Director Compensation Policy provides the following equity incentive compensation program for non-employee directors. Each person who first becomes a non-employee director will receive, on the first trading date on or after the date on which the person first becomes an non-employee director, the following initial awards: (i) an option to purchase a number of shares of our Class A common stock, with such option having a grant date fair value (determined in accordance with GAAP) (a “grant value”) equal to $250,000, rounded to the nearest whole share, and (ii) an award of a number of RSUs having a grant value equal to $250,000, rounded to the nearest RSU. Each initial award will vest as to one-third of the underlying shares on the first three anniversaries of the date the individual became a non-employee director, subject to continued service through each relevant vesting date. If the person was a member of the Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award. On the date of each annual meeting, each non-employee director who is continuing as a director on the date following our annual meeting automatically will be granted the following annual awards: (i) an option to purchase a number of shares of our Class A common stock, with such option having a grant value of $112,500, rounded to the nearest whole share; and (ii) an award of a number of RSUs having a grant value of $112,500, rounded to the nearest whole RSU. If a non-employee director’s initial awards were granted more than 3 months before an annual meeting but within 6 months of that annual meeting, the grant value of each annual award granted to the non-employee director on the date of that annual meeting will be reduced by 50%. If a non-employee director’s initial awards were granted within 3 months before an annual meeting, the non-employee director will not receive any annual awards on the date of that annual meeting. Each annual award will vest on the earlier of the first anniversary of the award’s grant date or the day before the annual stockholder meeting following the date the annual award was granted, in each case subject to continued service through each relevant vesting date. Each initial award or annual award that is an option will have a term of 10 years and will have an exercise price per share equal to the fair market value of a share of our Class A common stock on the date of grant. In the event of a change in control of our company, all equity awards granted to a non-employee director (including those granted pursuant to our Outside Director Compensation Policy) will fully vest and become immediately exercisable (if applicable) and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us. In any fiscal year of ours, no non-employee director may be paid, issued or granted cash compensation and equity awards following the effective date of our director compensation policy with a total value of greater than $850,000 for a non-employee director’s first year of service or $600,000 in any subsequent year, with the value of an equity award based on its grant date fair value for purposes of this limit, or the annual director limit. Any cash compensation paid or equity awards granted to a non-employee director while he or she was an employee or consultant (other than a non-employee director) will not count toward the annual director limit. Our Outside Director Compensation Policy also provides for the reimbursement of our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our Board of Directors and committees of our Board of Directors. Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Outside Director Compensation Policy. Our non-employee directors will remain eligible to receive equity awards and cash or other compensation outside of the Outside Director Compensation Policy, as may be provided from time to time at the discretion of our Board of Directors.

  2. Director Compensation Table

    Director Compensation Table

  3. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Zachary Bogue, J.D.(4) | 21,252 | — | — | 21,252 | | Blake Borgeson, Ph.D.(5) | 40,000 | 112,499 | 140,245 | 292,744 | | Terry-Ann Burrell, M.B.A.(6) | 55,000 | 112,499 | 140,245 | 307,744 | | R. Martin Chavez, Ph.D.(7) | 75,005 | 112,499 | 140,245 | 327,750 | | Zavain Dar(8) | 54,997 | 112,499 | 140,245 | 307,742 | | Robert Hershberg, L.D., Ph.D.(9) | 50,000 | 112,499 | 140,245 | 302,744 | | Dean Li, M.D., Ph.D.(10) | 47,505 | 112,499 | 140,245 | 300,249 |

  4. Director Compensation Table

    1.Amounts represent cash compensation for services rendered during 2023 to each board member. All but Ms. Burrell and Drs. Borgeson and Hershberg chose to take these fees in the form of fully-vested stock awards with a grant value equal to the amounts listed in this column. 2.Amounts shown reflect the grant date fair value of awards of restricted stock units granted during 2023 other than the fully-vested stock grants made as payout of the cash compensation described in footnote (1) to this table. 3.Amounts shown reflect the grant date fair value of stock option awards granted during 2023. The grant date fair value was computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options or any sale of any of the underlying shares. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 4.Mr. Bogue waived his right to receive his third- and fourth-quarter retainer fees and annual stock awards under our Outside Director Compensation Policy at our 2023 Annual Meeting of Stockholders. 5.As of December 31, 2023, Dr. Borgeson held (i) options to purchase a total of 74,014 shares of our Class A common stock and (ii) restricted stock units covering a total of 12,612 shares of our Class A common stock. 6.As of December 31, 2023, Ms. Burrell held (i) options to purchase a total of 478,702 shares of our Class A common stock and (ii) restricted stock units covering a total of 12,612 shares of our Class A common stock. 7.As of December 31, 2023, Dr. Chavez held (i) options to purchase a total of 599,014 shares of our Class A common stock and (ii) restricted stock units covering a total of 12,612 shares of our Class A common stock. 8.As of December 31, 2023, Mr. Dar held (i) options to purchase a total of 61,514 shares of our Class A common stock and (ii) restricted stock units covering a total of 12,612 shares of our Class A common stock. 9.As of December 31, 2023, Dr. Hershberg held (i) options to purchase a total of 599,014 shares of our Class A common stock and (ii) restricted stock units covering a total of 12,612 shares of our Class A common stock. 10.As of December 31, 2023, Dr. Li held (i) options to purchase a total of 89,292 shares of our Class A common stock and (ii) restricted stock units covering a total of 17,242 shares of our Class A common stock.

  5. Proposal 1 Election of Directors

    Proposal 1 Election of Directors The Board of Directors currently consists of eight members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of Directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to Directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The members of the classes are divided as follows:

  6. Proposal 1 Election of Directors

    | CLASS I DIRECTORS Zachary Bogue, Zavain Dar, and Robert Hershberg, and their terms will expire at the annual meeting of stockholders to be held in 2025; | CLASS II DIRECTORS Terry-Ann Burrell, Christopher Gibson, and Najat Khan, and their terms will expire at the annual meeting of stockholders to be held in 2026; and | CLASS III DIRECTORS Blake Borgeson, R. Martin Chavez, and Dean Li, and their terms will expire at the Annual Meeting. |

  7. Proposal 1 Election of Directors

    Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board of Directors may be filled only with persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board of Directors is divided into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of the Company. Each of Blake Borgeson, R. Martin Chavez, and Dean Li is currently a member of the Board of Directors and, at the recommendation of our Nominating and Corporate Governance Committee, has been nominated for re-election to serve as a Class III director. Each of these nominees has agreed to stand for re-election at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2027 and until his or her successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted if authority to do so is not withheld for the election of the nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors.

  8. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    NOMINEES FOR ELECTION AS CLASS III DIRECTORS The following table and narrative information identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 12, 2024.

  9. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    | Name | Committee Membership | Director Since | Age | | Blake Borgeson, Ph.D. | Nominating and Corporate Governance; Corporate Social Responsibility | 2013 | 42 | | R. Martin Chavez, Ph.D. | Audit | 2020 | 60 | | Dean Y. Li, M.D., Ph.D. | Compensation; Nominating and Corporate Governance | 2013 | 62 |

  10. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    | Blake Borgeson, Ph.D. | | | COMMITTEE MEMBERSHIP Nominating and Corporate Governance Corporate Social Responsibility DIRECTOR SINCE 2013 AGE 42 | Blake Borgeson, Ph.D., a co-founder of the Company, has served as a member of our Board since the company’s founding in November 2013, and served as our Chief Technical Officer from November 2013 to July 2018. Dr. Borgeson earned a B.S. in electrical engineering from Rice University. From 2003 to 2004, Dr. Borgeson worked as a software research intern at M.E. Mueller Institute at Bern, Switzerland, researching and building real-time navigation software for surgical procedures. From 2005 to 2016, he co-founded an e-commerce company, BuildASign.com. In August 2016, Dr. Borgeson was awarded a Ph.D. in biology for his bioinformatics work at UT Austin. Dr. Borgeson has served on the board of the Machine Intelligence Research Institute in Berkeley since September 2018, which focuses on doing foundational mathematical research to ensure smarter-than-human artificial intelligence has a positive impact. Our Board believes Dr. Borgeson is qualified to serve on our Board because of his technical background and his knowledge of and perspective on the Company. |

  11. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    | R. Martin Chavez, Ph.D. | | | COMMITTEE MEMBERSHIP Audit DIRECTOR SINCE 2020 AGE 60 | R. Martin Chavez, Ph.D., Chair of our Board, has served as a member of our Board since April 2020. He is a partner and vice chairman of Sixth Street Partners, a global asset manager, a position he has held since January 2021. From January 2005 to January 2020, he held a variety of senior roles at Goldman Sachs, including Chief Information Officer, Chief Financial Officer, and global co-head of the firm’s Securities Division, and was a member of Goldman’s management committee. Previously, Dr. Chavez was Chief Executive Officer and co-founder of Kiodex, acquired by Sungard in 2004, and Chief Technology Officer and co-founder of Quorum Software Systems. Dr. Chavez has served as a board member for Alphabet Inc. since July 2022. He previously was a member of the Board of Directors of Banco Santander, S.A. from October 2020 to July 2022. In 2020 and 2021, he served as a board member for Paige, an AI-driven biomedical technology startup, and Sema4, a precision-genomics testing company. Dr. Chavez serves on the Board of Directors of the Broad Institute of MIT and Harvard since 2022, and the Stanford Medicine Board of Fellows since 2019. He served on the Board of Overseers of Harvard University from 2015 to 2021, and the Board of Trustees of the Institute for Advanced Study 2019 to 2021. He holds an A.B. in Biochemical Sciences and an S.M. in Computer Science from Harvard University, and a Ph.D. in Medical Information Sciences from Stanford University. Our Board believes Dr. Chavez is qualified to serve on our Board because of his scientific and technical background and his knowledge of and perspective on the Company. |

  12. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    | Dean Y. Li, M.D., Ph.D. | | | COMMITTEE MEMBERSHIP Compensation Nominating and Corporate Governance DIRECTOR SINCE 2013 AGE 62 | Dean Y. Li, M.D., Ph.D., a co-founder of the Company, has served as a member of our Board since its founding in November 2013. Dr. Li has served as Executive Vice President and President, Merck Research Laboratories since January 2021. Dr. Li previously served as Senior Vice President of Discovery Sciences and Translational Medicine, Merck Research Laboratories from November 2018 to December 2020. He joined Merck in February 2017 as Vice President and Head of Translational Medicine. Before joining Merck, Dr. Li was conducting medical research at the University of Utah from July 1994 to March 2017. During his time at the university, he co-founded multiple biotech companies stemming from research from his laboratory, including Recursion, Hydra Biosciences and Navigen Pharmaceuticals. Dr. Li served as the H.A. & Edna Benning Professor of Medicine and Cardiology, the vice-dean of research at the University of Utah Health Science Center, and as the chief scientific officer of University of Utah Health Care. Dr. Li also served as interim chief executive officer of Associated Regional University Pathologists, the nation’s third-largest clinical reference laboratory, from June 2015 to August 2016. Dr. Li trained at Washington University in Saint Louis before moving to the University of Utah to work as a post-doctoral scientist in the laboratory of Mark Keating. Dr. Li holds an M.D. and a Ph.D. from Washington University School of Medicine in St. Louis and a B.S. in Chemistry from The University of Chicago. Our Board believes Dr. Li is qualified to serve on our Board because of his scientific background, his senior management experience in the pharmaceutical industry, and his knowledge of perspective on the Company. |

  13. NOMINEES FOR ELECTION AS CLASS III DIRECTORS

    | ✓ | The Board of Directors recommends voting “FOR” the election of Blake Borgeson, R. Martin Chavez, and Dean Y. Li as the Class III Directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2027. |

  14. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE The following table and narrative information identifies our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages as of April 12, 2024.

  15. DIRECTORS CONTINUING IN OFFICE

    | Name | Committee Membership | Director Since | Age | | Zachary Bogue, J.D. | Compensation and Corporate Social Responsibility | 2018 | 48 | | Zavain Dar | Audit, Nominating and Corporate Governance, Corporate Social Responsibility, Pricing | 2016 | 35 | | Robert Hershberg, M.D., Ph.D. | Compensation, Strategic Transactions and Finance | 2020 | 61 | | Terry-Ann Burrell, M.B.A. | Audit; Corporate Social Responsibility, Strategic Transactions and Finance, Pricing | 2020 | 47 | | Christopher Gibson, Ph.D. | Corporate Social Responsibility, Strategic Transactions and Finance, Pricing | 2013 | 41 | | Najat Khan, Ph.D. | — | 2024 | 40 |

  16. CLASS I DIRECTORS

    CLASS I DIRECTORS

  17. (Term Expires at the 2025 Annual Meeting of Stockholders)

    | Zachary Bogue, J.D. | | | COMMITTEE MEMBERSHIP Compensation Corporate Social Responsibility DIRECTOR SINCE 2018 AGE 48 | Zachary Bogue, J.D., has served as a member of our Board since August 2018. Mr. Bogue brings to bear two decades of experience in Silicon Valley as an entrepreneur, venture capitalist, attorney, and angel investor. Mr. Bogue co-founded DCVC, and he continues to serve as its Co-Managing Partner. Mr. Bogue led DCVC’s significant investments in Freenome, Relation Therapeutics, Planet Labs, Tala, Oklo, CH4 Global and Insight M. Prior to co-founding DCVC, Mr. Bogue was an entrepreneur, founding three companies in Silicon Valley and an angel investor, with early investments in companies like Block (SQ) and Uber Technologies (UBER). In 2015, the World Economic Forum named Mr. Bogue a Young Global Leader in recognition of his leadership at the intersection of transformative technology and urgent global issues, and he is active in the Davos community. Mr. Bogue graduated with honors from Harvard University in Environmental Science and Public Policy and earned his J.D. with honors from Georgetown Law School. Our Board believes Mr. Bogue is qualified to serve on our Board because of his technical background and his knowledge of and perspective on the Company. |

  18. (Term Expires at the 2025 Annual Meeting of Stockholders)

    | Zavain Dar | | | COMMITTEE MEMBERSHIP Audit Nominating and Corporate Governance Corporate Social Responsibility Pricing DIRECTOR SINCE 2016 AGE 35 | Zavain Dar has served as a member of our Board since September 2016. Mr. Dar is currently a Founder and Managing Partner of Dimension, a technology and life science investment firm, a position he has held since March 2022. At Dimension, Mr. Dar invests in the union of cutting-edge biotech and software. From 2014 to 2022, Mr. Dar was a General Partner at Lux Capital, a tech venture firm where he invested in companies leveraging machine learning and AI to augment and replace physical-world functions including biology, language, manufacturing, and analysis. Prior, Mr. Dar was a founder and computer scientist. At Discovery Engine (acquired by Twitter) he engineered machine learning and AI systems across a proprietary distributed computing framework to build web-scale ranking algorithms. Mr. Dar has a B.S. in Symbolic Systems and a M.S. in Theoretical Computer Science from Stanford University where he was a researcher in Stanford’s AI Lab and a Lecturer in the Symbolic Systems Department. Our Board believes Mr. Dar is qualified to serve on our Board because of his technical background and his knowledge of and perspective on the Company. |

  19. (Term Expires at the 2025 Annual Meeting of Stockholders)

    | Robert Hershberg, M.D., Ph.D. | | | COMMITTEE MEMBERSHIP Compensation Strategic Transactions and Finance DIRECTOR SINCE 2020 AGE 61 | Robert Hershberg, M.D., Ph.D., has served as a member of our Board since March 2020. He currently serves as the President, Chief Executive Officer and Chairman of the Board of Directors of HilleVax, Inc, a position he has held since March 2020. He has been a Venture Partner at Frazier Healthcare Partners since March 2020. Formerly, from April 2017 to March 2020, Dr. Hershberg was the executive vice president and head of business development and global alliances at Celgene (acquired by Bristol-Myers Squibb in 2019). He was employed in positions of ascending responsibility at Celgene since joining the company in 2014, including his role as Chief Scientific Officer from January 2016 to March 2020. Before Celgene, he served several roles at VentiRx Pharmaceuticals, a clinical-stage biopharmaceutical company which he co-founded in 2006 and was Chief Executive Officer from September 2012 until the company’s acquisition by Celgene in February 2017. Dr. Hershberg currently serves on the board of directors of Adaptive Biotechnology (Nasdaq: ADPT) and Fate Therapeutics (Nasdaq: FATE). He previously served on the boards of directors of Nanostring Technologies, Inc. (Nasdaq: NSTG) from 2015 to April 2022, and Silverback Therapeutics (Nasdaq: SBTX) from 2017 to November 2022. He holds a Ph.D. in biology from the University of California, San Diego’s Affiliated Ph.D. program with the Salk Institute and an M.D. and a B.A. from the University of California, Los Angeles. Our Board believes that Dr. Hershberg is qualified to serve on our Board because of his scientific background, his senior management experience in the pharmaceutical industry, and his knowledge of and perspective on the Company. |

  20. CLASS II DIRECTORS

    CLASS II DIRECTORS

  21. (Term Expires at the 2026 Annual Meeting of Stockholders)

    | Terry-Ann Burrell, M.B.A. | | | COMMITTEE MEMBERSHIP Audit Corporate Social Responsibility Strategic Transactions and Finance Pricing DIRECTOR SINCE 2020 AGE 47 | Terry-Ann Burrell, M.B.A., has served as a member of our Board since April 2020. Ms. Burrell, a financial industry veteran, has served as Chief Financial Officer and Treasurer of Beam Therapeutics since August 2019. Prior to Beam, Ms. Burrell spent 11 years, from May 2008 to August 2019, with J.P. Morgan, most recently as a Managing Director in the healthcare investment banking group from May 2018 to August 2019. There, she had broad coverage across the biotechnology and pharmaceutical industries, helping to execute equity and equity linked financings and M&A transactions. She was instrumental in advising clients on transaction considerations, including strategic rationale, valuation and structuring. Prior to J.P. Morgan, Ms. Burrell worked in equity research at Citigroup, where she covered specialty pharmaceuticals and generics. Ms Burrell also serves on the board of directors of Rapport Therapeutics, Inc. since January 2024. Ms. Burrell holds an M.B.A. from New York University Leonard N. Stern School of Business and a A.B. in Social Studies from Harvard University. Our Board believes Ms. Burrell is qualified to serve on our Board because of her financial expertise and her senior management experience in the biotechnology industry. |

  22. (Term Expires at the 2026 Annual Meeting of Stockholders)

    | Christopher Gibson, Ph.D. | | | COMMITTEE MEMBERSHIP Corporate Social Responsibility Strategic Transactions and Finance Pricing DIRECTOR SINCE 2013 AGE 41 | Christopher Gibson, Ph.D., is our co-founder and Chief Executive Officer. Previously, Dr. Gibson was an M.D./Ph.D. student at the University of Utah. After obtaining his Ph.D., he withdrew from medical school to found Recursion. He has undergraduate degrees in bioengineering (B.S.) and managerial studies (B.A.) from Rice University. He has served as a Founding Chairman of the Board of BioHive (the Utah life science collective and branding effort, composed of therapeutics, diagnostics, medical device and health IT companies, along with the companies that support them and the public sector) since November 2020. He also serves as a Board member of the Recursion Foundation (our not-for-profit entity seeking to promote corporate social responsibility) since November 2019, through which he is on the Board of Altitude Lab (an incubator/accelerator focused on creating the next generation of diverse biotech founder in Utah) since July 2020. Dr. Gibson is co-author of more than a dozen peer-reviewed studies in a variety of journals including Nature, Nature Protocols, Circulation, the Journal of Clinical Investigation, Molecular Pharmaceutics, PloS One, and Diabetes. Our Board believes Dr. Gibson is qualified to serve on our Board because of his scientific and technical background and his knowledge of and perspective on the Company. |

  23. (Term Expires at the 2026 Annual Meeting of Stockholders)

    | Najat Khan, Ph.D. | | | DIRECTOR SINCE 2024 AGE 40 | Najat Khan, Ph.D., has been appointed as our Chief Research and Development and Chief Commercial Officer, effective upon commencement of her employment with Recursion. Currently, Dr. Khan is the Chief Data Science Officer and Senior Vice President/Global Head, Strategy and Portfolio Organization, R&D, of Johnson and Johnson, which she has held since June 2023. Previously she held the following roles with Johnson and Johnson: Chief Data Science Officer and Senior Vice President/Global Head, Strategy and Operations, R&D, from May 2020 to June 2023; Chief Operating Officer, R&D Data Science and Global Head, Strategy and Operations, R&D, from November 2019 to May 2020 and April 2019 to May 2020, respectively; and Head of R&D Strategic Initiatives from March 2018 to March 2019. She has also been Co-chair of Johnson and Johnson’s Data Science Council since February 2020. Dr. Khan progressed through several roles of increasing seniority at The Boston Consulting Group, culminating in her positions as Partner/Senior Principal within the Healthcare Practice, from August 2011 to February 2018. Dr. Khan has been a member of the Board of Directors of the Alliance for Artificial Intelligence in Healthcare since 2021 and is a Steering Committee member of the White House’s Moonshot CancerX program to enhance outcomes for cancer patients since September 2023. She is also a founding member and co-chair of Data Science in Industry Roundtable (DISRUPT), a business-focused forum dedicated to driving impact using Data Science, since January 2023. Dr. Khan holds a Ph.D. in Organic Chemistry with a focus in Computational Chemistry from the University of Pennsylvania and a B.S. in Computational Chemistry from Colgate University with a minor in Economics/Business. Our Board believes Dr. Khan is qualified to serve on our Board because of her extensive experience in drug discovery and development, Data Science and AI, as well as life sciences business leadership. |

  24. 2023 COMPENSATION HIGHLIGHTS

    2023 COMPENSATION HIGHLIGHTS Our fiscal year 2023 compensation plans and payouts for our Named Executive Officers reflects our overarching philosophy of pay-for-performance. Highlights of our compensation program include: •Competitive salary increases: Average increase for NEOs was 8% from 2022 to 2023. •Emphasis on Long-Term Equity Awards: A majority of the compensation granted to our Named Executive Officers was delivered in the form of stock options and RSUs with 4-year vesting. •Rigorous Annual Incentive Goals: We set goals to drive performance and align with stockholder values, with a payout of 80% of target in 2023.

  25. Executive Compensation Program Design

    | Compensation Element | Overview | Purpose | | Base Salary | Base salaries provide a fixed level of compensation informed by our market peer group and individual performance. | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance. | | Short-Term Incentive | The determination of annual cash incentives for executives reflects achievement of Company objectives reviewed by our Compensation Committee and approved by our Board of Directors. In addition, we also provide short-term equity compensation in the form of fully vested equity awards with an intended value equivalent to the amount of annual cash incentives earned. | Designed to motivate our executives to achieve short-term objectives while making progress towards longer-term value creation. | | Long-Term Incentive Equity | Executives received a mix of stock options and RSUs that generally vest over a four-year time horizon. | Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value. | | Benefits | We offer competitive benefits, as well as participation in an employee stock purchase plan. | Designed to align with competitive norms for comparable companies. |

  26. ROLE OF THE CONSULTANT

    ROLE OF THE CONSULTANT The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During fiscal year 2023, the Compensation Committee retained the services of Compensia as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In fiscal year 2023, Compensia provided the following support: •assisted in the review and updating of our compensation peer group; •analyzed the executive compensation levels and practices of the companies in our compensation peer group; •provided advice with respect to compensation best practices and market trends for our Named Executive Officers and directors; •assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our Named Executive Officers and other executives; and, •provided ad hoc advice and support throughout the year. Compensia reported to and worked for the Compensation Committee. Prior to engaging Compensia, the Compensation Committee considered the specific independence factors adopted by the SEC and the Nasdaq and determined that Compensia is independent and that Compensia's work did not raise any conflicts of interest.

  27. ROLE OF COMPETITIVE MARKET DATA

    ROLE OF COMPETITIVE MARKET DATA As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executives. In October 2022, the Compensation Committee, with the assistance of Compensia, reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support fiscal 2023 pay decisions was comprised of direct competitors and other platform/drug discovery biotech companies, pre-commercial biotechnology companies, health care technology companies with tools and services supporting drug discovery, and AI and data software companies. Additional factors that were considered in identifying peers included: •revenue less than approximately $300 million; •a market capitalization between approximately $475 million and $7.6 billion; and •headquarters in the United States Based on these criteria, the Compensation Committee approved the following peer group of 18 companies:

  28. ROLE OF COMPETITIVE MARKET DATA

    | •AbCellera Biologics •Adaptive Biotechnologies •BridgeBio Pharma •C3.ai •Cerence •Certara | •Cytek Biosciences •Domo •Editas Medicine •Guardant Health •Health Catalyst •Lyell Immunopharma | •Nurix Therapeutics •Pacific Biosciences of California •Relay Therapeutics •Rocket Pharmaceuticals •Schrödinger •Twist Bioscience |

  29. ROLE OF COMPETITIVE MARKET DATA

    The Compensation Committee evaluates the peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford Global Survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual's performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the peer group.

  30. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION Our short-term incentive compensation program motivates and rewards all our employees, including our executives, for achievements relative to our goals and expectations for each fiscal year. Recursion believes that ambitious goal setting is essential for driving long-term performance and innovation. As such, all internal goals set by the company each year are ‘stretch-assignments’ encouraging our team to adopt new approaches and challenge assumptions to achieve long-term business value and patient impact.

  31. Annual Bonuses

    Annual Bonuses All employees of Recursion, including Named Executive Officers, are eligible for an annual cash bonus of up to 25% of annual salary. In addition, each Named Executive Officer has an additional short-term incentive in the form of fully vested equity award(s) with an intended value equivalent to the amount of annual cash bonus that they earned. Each Named Executive Officer thus has the same potential annual cash bonus (as a percentage of base salary) as all other Recursion employees. This approach is an important part of Recursion’s culture and helps shape our One Recursion approach to achieving corporate goals even at the expense of individual or department goals. At the beginning of each fiscal year, the Board of Directors reviews the strategy for the short-term incentive compensation and approves the goals and targets for the annual short-term incentive for all employees. Following the end of each fiscal year, our Compensation Committee determines the annual bonuses paid to our Named Executive Officers and all Recursion employees based upon our performance relative to our ambitious internal plan and corporate objectives for the year.

  32. Fiscal Year 2023 Target Annual Cash Bonuses

    Fiscal Year 2023 Target Annual Cash Bonuses In the first quarter of fiscal 2023, the Board and Compensation Committee reviewed the target annual bonuses of our executive officers, including our Named Executive Officers other than Dr. Mauro. The Compensation Committee determined to continue the One Recursion strategy and set all employees’ fiscal 2023 annual cash bonus target at 25%. Dr. Mauro’s eligibility for the annual cash bonus was memorialized in his offer letter, prorated based on number of days employed with Recursion in 2023. The annual cash incentive opportunity for our Named Executive Officers is provided below:

  33. Fiscal Year 2023 Target Annual Cash Bonuses

    | Name | Base Salary ($) | Target Annual Cash Bonus (%) | Target Annual Cash Bonus Opportunity ($) | | Christopher Gibson | 560,000 | 25 | 140,000 | | Tina Marriott | 485,000 | 25 | 121,250 | | Michael Secora | 435,000 | 25 | 108,750 | | David Mauro | 520,000 | 25 | 75,863 | | Shafique Virani | 520,000 | 25 | 130,000 |

  34. Fiscal Year 2023 Corporate Performance Targets and Results

    Fiscal Year 2023 Corporate Performance Targets and Results The annual incentive opportunity of our Named Executive Officers in Fiscal 2023 was tied to the achievement of ambitious but specific business objectives reviewed by our Compensation Committee and approved by our Board of Directors. These objectives are tied to defined, measurable operational and other non-financial goals for the year that we believe are critical for driving long-term shareholder value. Our Compensation Committee and Board of Directors believe that the objectives of the annual incentive program should push our employees beyond their current capabilities, driving performance, innovation, and growth. As such, 100% achievement of these goals may suggest that the company is not pushing itself hard enough. Performance against each objective can be scored up to 100% of target. Our Compensation Committee believes these goals and plan design are rigorous and support a strong emphasis on pay-for-performance throughout our Company. In January 2024, our Compensation Committee evaluated our performance with consideration given to the input of our management team and Chief Executive Officer. Based on this evaluation, the Compensation Committee determined that our performance factor for fiscal 2023 would result in an 80% payout for the year.

  35. Fiscal Year 2023 Corporate Performance Targets and Results

    | Business Objective | Weighting (%) | Payout Percentage (%) | | Accelerate the advancement of our clinical programs | 20 | 17 | | Deliver on our current partnerships and continue to partner in ways that advance our mission | 20 | 15 | | Replenish and advance our internal pipeline of programs | 20 | 12 | | Run a nimble company, focused on right-for-Recursion systems that enable industrialization | 20 | 18 | | Build our chemistry virtuous cycle | 20 | 18 | | Total | 100 | 80 |

  36. Fiscal Year 2023 Corporate Performance Targets and Results

    | Name | Target Annual Cash Bonus (%) | Payout Percentage (%) | Annual Cash Bonus Earned ($) | | Christopher Gibson | 25 | 80 | 112,000 | | Tina Marriott | 25 | 80 | 97,000 | | Michael Secora | 25 | 80 | 87,000 | | David Mauro | 25 | 80 | 60,690 | | Shafique Virani | 25 | 80 | 104,000 |

  37. Fiscal Year 2023 Short-Term Equity Compensation

    Fiscal Year 2023 Short-Term Equity Compensation Each of our Named Executive Officers also received short-term equity compensation in the form of an award of fully vested RSUs, the number of which was calculated by dividing the intended value of the award (which was equal to 80% of target, based on the payout percentage approved by the Compensation Committee described above) by the average closing price per share for the 20 trading days ending on the last trading day immediately preceding the grant date, rounded down to the nearest whole RSU. The number of RSUs that each Named Executive Officer received as short-term equity compensation for 2023 was as follows:

  38. Fiscal Year 2023 Short-Term Equity Compensation

    | Name | Target Annual Equity Bonus (%) | Payout Percentage (%) | Intended Short-Term Equity Value ($) | Shares Granted (#) | | Christopher Gibson | 25 | 80 | 112,000 | 11,148 | | Tina Marriott | 25 | 80 | 97,000 | 9,655 | | Michael Secora | 25 | 80 | 87,000 | 8,659 | | David Mauro | 25 | 80 | 60,690 | 6,040 | | Shafique Virani | 25 | 80 | 104,000 | 10,351 |

  39. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We grant annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. In 2023, the Compensation Committee approved annual equity awards in an equally weighted mix of RSUs and stock options in order to: create a strong and visible link between executive pay and Recursion’s stock price performance, align our executives’ interests with those of our stockholders, incentivize and retain our senior executives, and maintain a long-term incentive program that is competitive with practices at peer companies. The Compensation Committee considers stock options a strong pay-for-performance vehicle as the value of a stock option is limited to the excess of then-current stock price over the exercise price of the option. Stock options also support a long-term perspective as the grants to our named executive officers in fiscal 2023 vest over four years and can be exercised for up to ten years after grant. The annual equity awards granted to our Named Executive Officers, other than Dr. Mauro, were determined by our Compensation Committee in February 2023 after reviewing data from a competitive market analysis prepared Compensia. In addition, our Compensation Committee considers the input of our Chief Executive Officer regarding the individual performance and pay levels for his direct reports. The long-term incentive equity awards to Dr. Mauro were granted by the Compensation Committee in June 2023, at the time of his appointment.

  40. Fiscal Year 2022 Long-Term Equity Compensation

    Fiscal Year 2022 Long-Term Equity Compensation

  41. Fiscal Year 2022 Long-Term Equity Compensation

    | Name | RSUs Granted (#) | Options Granted (#) | Total Grant Value ($) | | Christopher Gibson | 406,800 | 813,600 | 7,806,492 | | Tina Marriott | 217,061 | 434,122 | 4,165,401 | | Michael Secora | 202,428 | 404,857 | 3,884,598 | | David Mauro | 190,713 | 381,426 | 3,854,309 | | Shafique Virani | 106,253 | 212,507 | 2,039,000 |

  42. Fiscal Year 2022 Long-Term Equity Compensation

    The stock options to NEOs other than Dr. Mauro vest monthly over four years, subject to the applicable Named Executive Officer’s continued service through the applicable vesting date. The stock options granted to Dr. Mauro vest as to one-fourth on June 1, 2024, and one forty-eighth monthly thereafter for three years, subject to his continued service through the applicable vesting date. The RSUs to NEOs other than Dr. Mauro vest quarterly over four years, subject to the applicable Named Executive Officer’s continued service through the applicable vesting date. The RSUs granted to Dr. Mauro vest as to one-fourth on August 15, 2024, and one-sixteenth every three months thereafter for three years, subject to his continued service through the applicable vesting date.

  43. EMPLOYMENT LETTERS

    EMPLOYMENT LETTERS In March 2021, we entered into a new employment letters with our Named Executive Officers, other than Dr. Mauro, that confirmed the then-current terms of their employment, including their base salaries and target annual cash bonuses. The terms of Dr. Mauro’s employment were memorialized in an employment offer letter dated May 19, 2023. Each employment letter does not have a specific term and provides that the Named Executive Officer’s employment is at-will. In February 2024, Dr. Virani entered into a transition agreement and an advisory agreement (collectively, the “Transition Agreement”), whereby he transitioned into a new role as a Senior Strategic Advisor. In this role Dr. Virani provides strategic and operational support for Recursion’s business development efforts. Pursuant to the terms of the Transition Agreement, Dr. Virani will receive the following payments and benefits in exchange for his release of claims contained in the transition agreement: •cash advisory fees for his services as a Senior Strategic Advisor under the advisory agreement at a rate of $1,000 per hour (but with the amount of such fees being at least $25,000 for each month from February through July and at least $15,000 for each month from August through December); •continued vesting of his Recursion equity awards in accordance with their terms while he provides services under the advisory agreement; •Recursion’s payment of the premiums for COBRA continuation coverage under Recursion’s group health plans for him and his eligible dependents while he provides services under the advisory agreement; •in addition to the release of claims contained in the executed transition agreement and subject to his execution of a supplemental release of claims after he ceases providing services under the advisory agreement, a cash payment of $2,500; and •if the Company terminates the agreement prior to August 1, 2024, Dr. Virani will be entitled to receive a lump sum cash payment based on the month in which the agreement is terminated, beginning with a $390,000 payment if terminated in February 2024, and decreasing by $65,000 per month thereafter.

  44. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS In March 2021, we adopted an Executive Change in Control and Severance Plan, or our Severance Plan, under which our executive officers and certain other key employees will be eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Plan. Our Severance Plan became effective on April 15, 2021. The purpose of our Severance Plan is to provide assurances of specified benefits to participants whose employment could be involuntarily terminated under the circumstances described in the Severance Plan, in order to attract, retain, and reward senior level employees. Each of our Named Executive Officers that remain employed with us is a participant under our Severance Plan eligible for the rights to the applicable severance payments and benefits, which are described below under the section titled “Potential Payments Upon Termination or Change in Control.” Dr. Virani was a participant under our Severance Plan before he transitioned to the role of Senior Strategic Advisor in February 2024, at which time he was no longer eligible to participate in the Severance Plan. Any potential payment due to early termination under the Transition Agreement is described above under the section titled “Employment Letters.”

  45. ACCOUNTING TREATMENT

    ACCOUNTING TREATMENT We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award. Compensation Committee Report The Compensation Committee submitted the following report: The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with our management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and included into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. THE COMPENSATION COMMITTEE Robert Hershberg, Chair Zachary Bogue Dean Li

  46. Summary Compensation Table for 2023, 2022 and 2021

    Summary Compensation Table for 2023, 2022 and 2021 The following table sets forth information regarding the compensation of our Named Executive Officers for the years ended December 31, 2021, December 31, 2022, and December 31, 2023.

  47. Summary Compensation Table for 2023, 2022 and 2021

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non- Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Christopher Gibson, Chief Executive Officer | 2023 | 560,833 | — | 3,478,140 | 4,328,352 | 224,483 | 21,400(4) | 8,613,209 | | | 2022 | 497,500 | — | 2,573,043 | 3,047,682 | 185,478 | 12,200 | 6,315,903 | | | 2021 | 485,417 | — | — | — | 175,000 | 13,174 | 673,591 | | Tina Marriott, Chief Operating Officer and President | 2023 | 485,733 | — | 1,855,872 | 2,309,529 | 194,419 | 22,092(4) | 4,867,645 | | | 2022 | 437,800 | — | 984,017 | 1,165,534 | 163,289 | 11,600 | 2,762,240 | | | 2021 | 428,771 | — | — | — | 154,000 | 13,174 | 595,945 | | Michael Secora, Chief Financial Officer | 2023 | 435,583 | — | 1,730,759 | 2,153,839 | 174,369 | 19,830(4) | 4,514,381 | | | 2022 | 348,250 | — | 721,107 | 845,127 | 129,834 | 46,104 | 2,090,422 | | | 2021 | 307,708 | 63,460 | — | — | 126,000 | 13,174 | 510,342 | | David Mauro, Chief Medical Officer | 2023 | 303,333 | — | 1,672,553 | 2,181,756 | 121,634 | 33,190(5) | 4,312,466 | | Shafique Virani,(6) Former Chief Corporate Development Officer | 2023 | 520,417 | — | 908,463 | 1,130,537 | 208,442 | 36,182(7) | 2,804,040 | | | 2022 | 488,333 | — | 497,181 | 588,894 | 181,906 | 11,600 | 1,767,914 | | | 2021 | 500,000 | — | — | — | 175,000 | 13,174 | 688,174 |

  48. Summary Compensation Table for 2023, 2022 and 2021

    1.The amounts shown in this column reflect the aggregate grant date fair value of RSUs awarded during the applicable year, calculated in accordance with Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value does not take into account any estimated forfeitures. These amounts reflect the accounting cost for RSUs and do not correspond to the actual economic value that may be received by our NEOs upon settlement of the RSUs or any sale of any of the underlying shares of Class A common stock. We provide information regarding the assumptions used to calculate the value of all RSUs granted to our NEO’s in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 2.In accordance with SEC rules, the amount in this column reflects the aggregate grant date fair value of stock options granted during the applicable year, calculated in accordance with FASB ASC Topic 718, rather than the amount paid or realized by the NEO. The grant date fair value does not take into account any estimated forfeitures. We provide information regarding the assumptions used to calculate the value of all stock options granted to our NEO’s in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 3.Represents amounts earned under our 2023 Short-Term Incentive Compensation plan, which consisted of the following cash bonuses and grants of fully-vested restricted stock units to each of our Named Executive Officers in February 2024, which shares of Class A common stock had the following grant date fair values:

  49. Summary Compensation Table for 2023, 2022 and 2021

    | Executive Name | Year | Cash Bonus ($) | Restricted Stock Units (#) | Restricted Stock Unit Grant Date Fair Value ($) | | Christopher Gibson | 2023 | 112,000 | 11,148 | 112,483 | | Tina Marriott | 2023 | 97,000 | 9,655 | 97,419 | | Michael Secora | 2023 | 87,000 | 8,659 | 87,369 | | David Mauro | 2023 | 60,690 | 6,040 | 60,944 | | Shafique Virani | 2023 | 104,000 | 10,351 | 104,442 |

  50. Summary Compensation Table for 2023, 2022 and 2021

    Our Short-Term Incentive Plan is more fully described in the Compensation Discussion and Analysis under the section titled “Short-Term Incentive Compensation.” 4.The amount consists of matching contributions to our 401(k) plan. 5.The amount consists of $10,400 in matching contributions to our 401(k) plan, $6,189 in travel expenses, $14,525 for company-provided housing in Salt Lake City, and $2,076 in tax gross-ups related to travel and housing benefits. 6.Effective February 6, 2024, Dr. Virani transitioned to the role of Senior Scientific Advisor. 7.The amount consists of $18,400 in matching contributions to our 401(k) plan, $2,584 in travel expenses, $14,525 for company-provided housing in Salt Lake City, and $673 in tax gross-ups related to travel and housing benefits.

  51. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table sets forth information concerning each grant of an award made to our NEOs during the fiscal year ended December 31, 2023 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:

  52. Grants of Plan Based Awards Table

    | Participant Name | Grant Date | Date of Committee Action | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/share)(4) | Grant Date Fair Value of Stock Awards and Option Awards ($)(5) | | Christopher Gibson | | | 280,000 | | | | | | | 2/1/2023 | 1/25/2023 | | 406,800 | | | 3,478,140 | | | 2/1/2023 | 1/25/2023 | | | 813,600 | 8.55 | 4,328,352 | | Tina Marriott | | | 242,500 | | | | | | | 2/1/2023 | 1/25/2023 | | 217,061 | | | 1,855,872 | | | 2/1/2023 | 1/25/2023 | | | 434,122 | 8.55 | 2,309,529 | | Michael Secora | | | 217,500 | | | | | | | 2/1/2023 | 1/25/2023 | | 202,428 | | | 1,730,759 | | | 2/1/2023 | 1/25/2023 | | | 404,857 | 8.55 | 2,153,839 | | David Mauro | | | 151,762 | | | | | | | 6/1/2023 | 5/23/2023 | | 190,713 | | | 1,672,553 | | | 6/1/2023 | 5/23/2023 | | | 381,426 | 8.77 | 563,625 | | Shafique Virani | | | 260,000 | | | | | | | 2/1/2023 | 1/25/2023 | | 106,253 | | | 908,463 | | | 2/1/2023 | 1/25/2023 | | | 212,507 | 8.55 | 1,130,537 |

  53. Grants of Plan Based Awards Table

    1.The amounts represent the target award opportunity payable to each NEO under our Short-Term Incentive Compensation plan described in “Principal Elements of Compensation — Short-Term Incentive Compensation” above. The Compensation Committee approved the targets under the plan in January 2023. The amounts listed include a cash payout opportunity with a target of 25% of base salary and an equity payout opportunity with a target of 25% of base salary. The actual amounts paid to each NEO for 2023 are provided in the “Summary Compensation Table.” As there are no threshold amounts with respect to these annual cash incentive payments, the column “Threshold ($)” is inapplicable and therefore has been omitted from this table. Payments under the annual cash incentive program were not subject to any maximum limit. 2.Consists of RSUs granted under our 2021 Equity Incentive Plan. The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below. 3.Consists of stock options granted under our 2021 Equity Incentive Plan. The stock options are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below. 4.The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Market on the grant date. 5.The amounts reflect the aggregate grant date fair value of stock options and RSUs awarded in 2023, computed in accordance with the provisions of FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the stock options and RSUs and do not correspond to the actual economic value that may be received by the NEO upon exercise of the stock options, settlement of the RSUs or any sale of any of the underlying shares of common stock. See “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K.

  54. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2023.

  55. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | | Christopher Gibson | 2/1/2023(2) | 2/1/2023 | 169,499 | 644,101 | 8.55 | 2/1/2033 | — | — | | | 2/1/2023(3) | 5/15/2023 | — | — | — | — | 330,525 | 3,258,977 | | | 2/4/2022(2) | 2/4/2022 | 182,151 | 225,525 | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(4) | 2/4/2022 | 5,436 | — | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(5) | 5/15/2022 | — | — | — | — | 117,099 | 1,154,596 | | | 12/31/2020(6) | 12/31/2020 | — | 406,250 | 2.48 | 12/31/2030 | — | — | | Tina Marriott | 2/1/2023(2) | 2/1/2023 | 90,440 | 343,682 | 8.55 | 2/1/2033 | — | — | | | 2/1/2023(3) | 5/15/2023 | — | — | — | — | 176,363 | 1,738,939 | | | 2/4/2022(2) | 2/4/2022 | 72,974 | 86,252 | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(4) | 2/4/2022 | 4,784 | — | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(5) | 5/15/2022 | — | — | — | — | 44,784 | 441,570 | | | 12/31/2020(2) | 12/31/2020 | 109,375 | 40,625 | 2.48 | 12/31/2030 | — | — | | | 7/23/2018(7) | 7/23/2018 | 512,000 | — | 1.06 | 7/23/2028 | — | — | | Michael Secora | 2/1/2023(2) | 2/1/2023 | 84,340 | 320,517 | 8.55 | 2/1/2033 | — | — | | | 2/1/2023(3) | 5/15/2023 | — | — | — | — | 164,475 | 1,621,724 | | | 2/4/2022(2) | 2/4/2022 | 53,478 | 63,206 | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(4) | 2/4/2022 | 3,914 | — | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(5) | 5/15/2022 | — | — | — | — | 32,820 | 323,605 | | | 3/4/2020(8) | 3/4/2020 | 614,864 | 70,313 | 2.22 | 3/4/2030 | — | — | | | 3/4/2020(9) | 3/4/2020 | 510,135 | 600,000 | 2.22 | 3/4/2030 | — | — | | David Mauro | 6/1/2023(10) | 6/1/2023 | — | 381,426 | 8.77 | 6/1/2033 | — | — | | | 6/1/2023(11) | 6/1/2023 | — | — | — | — | 190,713 | 1,880,430 | | Shafique Virani | 2/1/2023(2) | 2/1/2023 | 44,270 | 168,237 | 8.55 | 2/1/2033 | — | — | | | 2/1/2023(3) | 5/15/2023 | — | — | — | — | 86,333 | 851,243 | | | 2/4/2022(2) | 2/4/2022 | 36,872 | 43,578 | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(4) | 2/4/2022 | 5,436 | — | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(5) | 5/15/2022 | — | — | — | — | 22,627 | 223,102 | | | 3/4/2020(8) | — | 332,594 | 46,875 | 2.22 | 3/4/2030 | — | — |

  56. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    1.The amount in this column is calculated by multiplying the number of RSUs by the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023 (the last business day of fiscal 2023), which was $9.86. 2.Represents an option to purchase shares of our Class A common stock which vests as to one forty-eighth (1/48th) of the shares subject to the award shall vest one month after the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter. 3.Represents RSUs that vest as to one one-sixteenth (1/16th) of the units subject the RSU beginning May 15, 2023 and every three months thereafter. 4.Represents an option to purchase shares of our Class A common stock that is fully vested and exercisable on the vesting commencement date pursuant to our 2021 Short-Term Incentive plan. 5.Represents RSUs that vest as to one one-sixteenth (1/16th) of the units subject the RSU beginning May 15, 2022 and every three months thereafter. 6.Represents an option to purchase shares of our Class A common stock which vests as to one forty-eighth (1/48th) of the shares subject to the award shall vest one month after the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter. Under the Equity Exchange Agreement, Dr. Gibson has the right to exchange the shares of Class A common stock received upon exercise of this option for shares of Class B common stock in accordance with the terms of the Equity Exchange Agreement. 7.Represents an option to purchase shares of our Class A common stock. Twenty-Five percent (25%) of the shares subject to the award vested on July 16, 2019, and one-forty-eighth (1/48th) of the shares subject to the award vest each month thereafter. 8.Represents an option to purchase shares of our Class A common stock. One forty-eighth (1/48th) of the shares subject to the award vested on April 1, 2020, and one forty-eighth (1/48th) of the shares subject to the award vest each month thereafter. 9.Represents an option to purchase 1,500,000 shares of our Class A common stock that vest becomes cumulatively vested as to the following number of shares subject to the option upon each occurrence of certain liquidity events, subject to Mr. Secora’s continued service through the date of such Liquidity Event:

  57. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Liquidity Event Value | Cumulative Vested Shares | | Greater than $7.11 | 150,000 | | Greater than $9.24 | 300,000 | | Greater than $12.02 | 450,000 | | Greater than $15.63 | 600,000 | | Greater than $20.32 | 750,000 | | Greater than $29.46 | 900,000 | | Greater than $42.72 | 1,050,000 | | Greater than $61.95 | 1,200,000 | | Greater than $89.83 | 1,350,000 | | Greater than $103.26 | 1,500,000 |

  58. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Once a number of shares subject to the option have vested upon the occurrence of a liquidity event, the number of vested shares subject to the option will not be reduced if the Liquidity Event Value in a subsequent liquidity event is lower than the Liquidity Event Value in the prior liquidity event. 10.Represents an option to purchase shares of our Class A common stock. Twenty-Five percent (25%) of the shares subject to the award vested on June 1, 2024, and one-forty-eighth (1/48th) of the shares subject to the award vest each month thereafter. 11.Represents RSUs that vest as to one fourth (1/4th) of the units subject to the RSU on August 15, 2024 and one sixteenth (1/16th) every three months thereafter.

  59. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  60. Option Exercises and Stock Vested

    | | 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) | | Christopher Gibson | 383,674 | 2,177,540 | 139,369 | 1,060,774 | | Tina Marriott | 50,000 | 397,610 | 70,334 | 543,182 | | Michael Secora | 525,000 | 3,620,625 | 60,272 | 463,383 | | David Mauro | — | — | — | — | | Shafique Virani | 262,486 | 2,191,233 | 40,813 | 326,800 |

  61. Option Exercises and Stock Vested

    1.The value realized when the stock options were exercised represents (i) the excess of the closing price of a share of our common stock as reported on the Nasdaq Global Market on the date of exercise over the per share exercise price of the stock option, multiplied by (ii) the number of option shares exercised.. 2.The value realized upon vesting of RSUs is calculated by multiplying the number of restricted stock awards or RSUs vested by the closing price market price of a share of our common stock as reported on the Nasdaq Global Market on the vest date.

  62. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control

  63. ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table provides an estimate of the payments and benefits that would be provided in the circumstances described above for each of the Named Executive Officers, assuming the triggering event took place on December 29, 2023 (the last business day of fiscal 2023) and based on the closing of our common stock on the Nasdaq Global Select Market on that date, which was $9.86.

  64. ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Potential Payable Upon Termination Without Cause, Resignation for Good Reason, or Death or Disability | | | Name | Without a Change in Control ($) | With a Change in Control ($) | | Christopher Gibson | | | | Salary | 560,000 | 560,000 | | Annual Incentive | — | 560,000 | | Value of Accelerated Vesting | — | 8,255,470 | | Healthcare Benefits | 24,071 | 24,071 | | Tina Marriott | | | | Salary | 363,750 | 485,000 | | Annual Incentive | — | 485,000 | | Value of Accelerated Vesting | — | 2,930,545 | | Healthcare Benefits | 8,942 | 11,923 | | Michael Secora | | | | Salary | 326,250 | 435,000 | | Annual Incentive | — | 435,000 | | Value of Accelerated Vesting | — | 7,486,397 | | Healthcare Benefits | 18,053 | 24,071 | | David Mauro | | | | Salary | 390,000 | 520,000 | | Annual Incentive | — | 520,000 | | Value of Accelerated Vesting | — | 2,296,185 | | Healthcare Benefits | 15,849 | 21,132 | | Shafique Virani | | | | Salary | 390,000 | 520,000 | | Annual Incentive | — | 520,000 | | Value of Accelerated Vesting | — | 1,652,861 | | Healthcare Benefits | 15,849 | 21,132 |

  65. Pay Ratio

    Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of Chris Gibson, our current CEO. For 2023, the median of the annual total compensation—including salary, bonus, equity, and 401(k) match—of all employees of our Company (other than our CEO) was $243,069, and the total annual compensation of our current CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $8,613,209. Based on this information and using the required calculation methodology defined in Item 402(u) of Regulation S-K, for 2023, the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation was 35 to 1. We determined our median compensated employee by using base salary, annual bonus, grant date fair value of equity awards granted to employees, and matching contributions to our 401(k) plan in 2023 as our consistently applied compensation measure. We applied this measure to our employee population as of December 29, 2023, the last business day of our 2023 fiscal year, which included approximately 600 employees, excluding approximately 50 employees from Valence Discovery, Inc. and Cyclica Therapeutics, Inc., which we acquired in 2023 in transactions that closed on May 16, 2023 and May 25, 2023, respectively. We calculated the median compensated employee’s 2023 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table.”

  66. Pay Versus Performance

    Pay Versus Performance

  67. Pay Versus Performance

    | | | | Average Summary Compensation Table Total For Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial fixed $100 investment based on:(4) | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($) | | 2023 | 8,613,209 | 10,682,869 | 4,124,633 | 4,966,948 | 31.50 | 92.69 | (328,066,000) | | 2022 | 6,315,903 | (5,833,229) | 2,046,760 | (4,631,734) | 24.63 | 88.62 | (239,476,000) | | 2021 | 673,591 | 21,789,135 | 647,815 | 13,678,688 | 54.73 | 98.60 | (186,479,000) |

  68. Pay Versus Performance

    1.Christopher Gibson was our PEO for each year presented. 2.The amounts shown for “compensation actually paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO or other NEOs. The following table details the applicable adjustments that were made to determine “compensation actually paid”:

  69. Pay Versus Performance

    | | FY 2023 | | FY 2022 | | FY 2021 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table - Total Compensation | 8,613,209 | 4,124,633 | 6,315,903 | 2,046,760 | 673,591 | 647,815 | | (Deduct) Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | 7,806,492 | 3,485,827 | 5,715,203 | 1,520,833 | — | — | | (Increase) Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | 7,284,350 | 3,419,117 | 2,663,812 | 570,008 | — | — | | (Increase/Deduct) Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | 1,172,192 | 383,217 | (6,863,175) | (2,823,026) | 14,976,563 | 10,336,535 | | (Increase) Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year that Vested During Fiscal Year | 1,451,944 | 499,072 | 883,390 | 244,683 | — | — | | (Increase/Deduct) Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | (32,335) | 26,737 | (3,117,956) | (1,350,685) | 6,138,981 | 2,694,338 | | (Deduct) Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | 1,798,642 | — | — | | Compensation Actually Paid | 10,682,869 | 4,966,948 | (5,833,229) | (4,631,734) | 21,789,135 | 13,678,688 |

  70. Pay Versus Performance

    3.The individuals comprising the non-PEO NEOs for 2023 were Tina Marriott, Michael Secora, David Mauro, and Shafique Virani. The individuals comprising the non-PEO NEOs for 2022 were Tina Marriott, Michael Secora, Shafique Virani, and Ramona Doyle. The individuals comprising the non-PEO NEOs for 2021 were Ramona Doyle and Shafique Virani. Although the proxy statement for our 2022 annual meeting of stockholders also identified Tina Marriott and Michael Secora as NEOs, Dr. Doyle and Dr. Virani were our actual non-PEO NEOs for fiscal 2021 because they were the two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of fiscal 2021. 4.Total shareholder return (“TSR”) is calculated assuming $100 was invested in the Company’s common stock or the stock represented by the peer group (as applicable) for the period starting April 16, 2021 (the date on which our common stock first began trading on the Nasdaq Global Select Market) through the end of the listed fiscal year, respectively. The comparisons shown in the graph below are based upon historical data and are not necessarily indicative of future performance. 5.The peer group used for this table is the Nasdaq Biotechnology Index (the “Index”), which we also utilize for the performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023.

  71. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY TSR

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY TSR The following chart sets forth the relationship between “compensation actually paid,” as calculated in accordance with Item 402(v) of Regulation S-K (“Compensation Actually Paid”), to our NEOs and the Company’s TSR over the three most recently completed fiscal years.

  72. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our NEOs and our net income during the three most recently completed fiscal years. While we are required to disclosure our net income (loss) for each covered fiscal year, this is not a metric used in our compensation programs at this time.

  73. Tina Marriott

    Tina Marriott Tina Marriott has served as our Chief Operating Officer since July 2018 and as our President since October 2019. She was previously Senior Vice President, Executive Committee member, and Compliance Committee member at Achaogen, a publicly traded biopharmaceutical company that discovered, developed and commercialized treatments for infectious disease from May 2016 to June 2018, where she led Achaogen’s technical operations team—accountable for process development, supply chain and diagnostic development. Prior to Achaogen, she was Global Head of Technical Development Business Operations at Roche from October 2014 to April 2016, where she was responsible for business and technology infrastructure. She spent a total of 20 years at Genentech/Roche in technical operations roles that included Automation Engineer, Associate Director Manufacturing Sciences, Director Process Development Engineering and Senior Director Technical Development Operations & Engineering. She has both deep technical expertise in scale-up of biopharmaceutical production and managing technical and operational organizations. Ms. Marriott was recognized by the Healthcare Business Women’s Association as a Rising Star in 2012, was recognized by Utah Business magazine as a Woman of the Year in 2022, CXO of the Year in 2020, and was a 2019 Women Tech Council Awards winner. She has served on the Board and Audit Committee of the Utah System of Higher Education Board since 2023, on the advisory board of Colorado State University’s College of Engineering since 2015 and was recognized in 2019 as a CSU Distinguished Alumni. Ms. Marriott received a B.S. in Chemical Engineering from Colorado State University. Michael Secora, Ph.D. Michael Secora, Ph.D., has served as our Chief Financial Officer since March 2020. Prior to joining us, Dr. Secora worked at Laurion Capital Management, as a portfolio manager based in New York City from July 2010 to February 2020, where he was Managing Director and Head of Capital Markets and Venture. During his time at Laurion, he developed, executed and managed fundamentally grounded investment strategies as well as built business partnerships and technological infrastructure for investing in event-driven, fundamental and macroeconomic contexts. At Laurion Capital Management, Dr. Secora was active in venture, crossover, capital markets, public and special situations investing particularly within emerging technologies and the life sciences. Dr. Secora received his Ph.D. from Princeton University in Applied and Computational Mathematics and B.S. in Mathematics and Physics from the Massachusetts Institute of Technology.