DEF 14A of GRAIL, Inc.
Filed Apr 28, 2026 · FY20250001628280-26-027946
PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS At the Annual Meeting, two Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each director’s successor is duly elected and qualified or until each director’s earlier death, resignation or removal. We currently have six directors on our Board. Our Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successor to each director whose term then expires will be elected to serve from the time of election and qualification until the third annual meeting of stockholders following election or such director’s death, resignation or removal, whichever is earliest to occur. The current class structure is as follows: •Class I, whose term will expire at the 2028 Annual Meeting of Stockholders; •Class II, whose term currently expires at the Annual Meeting and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and •Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Director is William Chase; the current Class II Directors are Steven Mizell and Sarah Krevans; and the current Class III Directors are Gregory Summe, Robert Ragusa and Joshua Ofman. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. Any newly created directorships resulting from any increase in the authorized number of directors shall be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be filled by the stockholders unless the Board determines that such newly created directorship or vacancy will be filled by the stockholders. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election of the Class II directors named below. The persons whose names and biographies appear below are currently serving as our directors. In the event the nominees should become unable to serve or for good cause will not serve as a director, it is intended that votes will be cast for substitute nominees designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that the nominees named below will be unable to serve if elected. The nominees have consented to being named in this proxy statement and to serve if elected.
RECOMMENDATION OF THE BOARD OF DIRECTORS
RECOMMENDATION OF THE BOARD OF DIRECTORS The Board of Directors unanimously recommends a vote FOR the election of the below Class II Director nominees.
CLASS II DIRECTOR NOMINEES (SUBSEQUENT TERM TO EXPIRE AT THE 2029 ANNUAL MEETING)
CLASS II DIRECTOR NOMINEES (SUBSEQUENT TERM TO EXPIRE AT THE 2029 ANNUAL MEETING) The nominees for election to the Board of Directors as Class II Directors are as follows:
CLASS II DIRECTOR NOMINEES (SUBSEQUENT TERM TO EXPIRE AT THE 2029 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with GRAIL | | Sarah Krevans | 67 | 2024 | Director | | Steven Mizell | 66 | 2024 | Director |
CLASS II DIRECTOR NOMINEES (SUBSEQUENT TERM TO EXPIRE AT THE 2029 ANNUAL MEETING)
The principal occupations and business experience of the Class II Director nominees are as follows: Sarah Krevans has served as a member of our Board since October 21, 2024. Ms. Krevans is the former President and CEO of Sutter Health, a Northern California based not-for-profit, where she served as CEO from 2016 until 2022. She was responsible for Sutter Health’s integrated network of 14,000 clinicians, 24 hospitals, outpatient services, research facilities, and home health and hospice care. Previously, Ms. Krevans served as chief operating officer and president of the Sutter Health Sacramento Sierra Region. She also held executive roles at Kaiser Permanente and served as deputy director of Maine’s Bureau of Medical Services and acting director of Medicaid, health planning and licensure programs. Ms. Krevans has served as a Board Member for The Acacium Group since 2021 and is the Chair for CaringBridge, where she has served as a director since 2022. She has also served on Boards of many not-for-profit organizations and served as Chair of the California Hospital Association in 2022 and as a director from 2016 until 2022. Ms. Krevans earned master’s degrees in business administration and in public health from the University of California, Berkeley, and a bachelor’s degree from Boston University. We believe that Ms. Krevans is qualified to serve as a member of our board of directors because of her experience in U.S. healthcare delivery systems and her extensive industry and leadership experience. Steven Mizell has served as a member of our Board since June 2024. Mr. Mizell is the former Executive Vice President and Chief Human Resources Officer at Merck & Co., Inc., where he was employed from October 2018 until his retirement on July 1, 2024. He was responsible for talent acquisition and development, employee health and wellness, total rewards, and human capital management for over 68,000 employees across the world. Mr. Mizell previously served as Executive Vice President & Chief Human Resources Officer at Monsanto Company from 2004 until 2018, where he created an industry-leading workplace for more than 20,000 employees globally. Before that, Mr. Mizell served as Senior Vice President and Chief Corporate Resources Officer for AdvancePCS Inc. and previous to that held several key human resources management roles at companies across the energy, defense, manufacturing, communications and technology sectors. He currently serves on the boards of Allegion Plc., a publicly-traded security products company, since February 2020, and Group 1 Automotive, Inc., a publicly-traded automotive retailer since March 2021, and has earned a Directorship Certification® from the National Association of Corporate Directors. Mr. Mizell holds a B.S. from Georgia Institute of Technology and an M.S. from Carnegie Mellon University. We believe that Mr. Mizell is qualified to serve as a member of our board of directors because of his extensive experience in risk management, human capital management and leadership. CONTINUING MEMBERS OF THE BOARD OF DIRECTORS:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board of Directors who are Class III Directors are as follows:
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
| Name | Age | Served as a Director Since | Positions with GRAIL | | Gregory Summe | 69 | 2024 | Director and Chairperson of the Board | | Robert Ragusa | 66 | 2024 | Chief Executive Officer and Director | | Joshua Ofman | 62 | 2026 | President and Director |
CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)
As previously announced, on March 10, 2026, Mr. Ragusa indicated that he will retire as Chief Executive Officer and as a member of our Board, effective June 1, 2026. Dr. Ofman has been appointed as a Class III director, and will succeed Mr. Ragusa as Chief Executive Officer. The principal occupations and business experience of each Class III Director are as follows: Gregory Summe has served as Chair of our Board since June 2024. Mr. Summe is the Founder of investment fund Glen Capital Partners LLC and has served as the Managing Partner since June 2014. Mr. Summe previously served as Managing Director and Vice Chairman of Global Buyout at The Carlyle Group from October 2009 until June 2014. Prior to The Carlyle Group, Mr. Summe served for over a decade as Chairman, CEO, and President of PerkinElmer, Inc., a leading diagnostics and life sciences company. He also served as a Senior Advisor at Goldman Sachs Capital Partners and was the President of AlliedSignal, Inc.’s Automotive, Jet Engine, and General Avionics businesses. Previously, he was the General Manager of General Electric Commercial Motors and a Partner at McKinsey and Company. He currently serves on the boards of NXP Semiconductors N.V., a publicly-traded semiconductor company, since December 2015, Avantor, Inc., a publicly-traded Life Sciences company, since May 2020, Wheels Up Experience, Inc., a publicly traded aviation company since September 2024 and is a Senior Advisor at Star Mountain Capital, LLC. Mr. Summe previously served on the board of the State Street Corporation, a publicly-traded financial services company from 2001 until 2025, Virgin Orbit Holdings, Inc., a publicly-traded space launch services company, from January 2022 until August 2023, and on the boards of NextGen Acquisition Corp I & II from July 2020 until December 2021. Mr. Summe holds a B.S. from the University of Kentucky, an M.S. from the University of Cincinnati, and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Summe is qualified to serve as a member of our board of directors because of his extensive corporate leadership, industry, and finance experience. Robert Ragusa has served as our Chief Executive Officer since October 2021 and as a member of our Board since June 2024. Mr. Ragusa was previously Chief Operations Officer for Illumina from December 2013 until October 2021, where he was responsible for the company’s operations serving clinical and research customers. Prior to joining Illumina, Mr. Ragusa was Executive Vice President of Engineering and Global Operations at Accuray Incorporated from April 2010 until December 2013, a radiation oncology company, where he and his team were responsible for the development, manufacturing and distribution of innovative precision treatment solutions. Mr. Ragusa also previously served as Senior Vice President of Global Operations for Applied Biosystems from 1997 until 2005. Mr. Ragusa currently serves on the Board of Directors for Twist Bioscience Corporation, a publicly-held synthetic biology company, since December 2016. Mr. Ragusa holds a B.S. in electrical engineering and an M.B.A. from the University of Connecticut as well as an M.S. in biomedical and electrical engineering from Carnegie Mellon University. Joshua Ofman, M.D., MSHS, has served as our President since June 2021 and previously served as our Chief Medical Officer from November 2021 until June 2022, as our Chief Medical Officer and Head of External Affairs from June 2020 until August 2021, and as Chief of Corporate Strategy and External Affairs from June 2019 until January 2020. On March 10, 2026, Dr. Ofman was also appointed to serve as our Chief Executive Officer, effective June 1, 2026. Dr. Ofman has previously served on the Board of Directors of two privately-held biotechnology companies. Previously, Dr. Ofman spent more than 15 years at Amgen, where he most recently held the role of Senior Vice President, Global Value, Access and Policy. Prior to that, Dr. Ofman was a faculty member in the Department of Medicine and Health Services Research at University of California, Los Angeles (“UCLA”) School of Medicine, Division of Digestive Diseases at Cedars-Sinai Medical Center, as well as Senior Vice President of Zynx Health Inc. Dr. Ofman holds a B.A. in history and philosophy of science from the University of California, Berkeley, an M.D. from the University of California, Irvine, School of Medicine, and an MSHS from the UCLA School of Public Health.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Director Compensation
Director Compensation
2025 Director Compensation
2025 Director Compensation The following table provides compensation information for fiscal year 2025 for each non-employee member of our Board. Both cash fee amounts and stock award amounts in the table below were awarded in accordance with our Non-Employee Director Compensation Program.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Gregory Summe | 127,500(2) | 249,970 | — | — | — | — | 377,470 | | William Chase | 82,500(3) | 249,970 | — | — | — | — | 332,470 | | Steven Mizell | 80,000(4) | 249,970 | — | — | — | — | 329,970 | | Sarah Krevans | 72,500 | 249,970 | — | — | — | — | 322,470 |
2025 Director Compensation
(1)Amounts reflect the aggregate grant date fair value of RSUs (as defined below) granted in 2025, computed in accordance with the provisions of ASC Topic 718, Compensation -Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting and settlement of the RSUs. The grant date fair value of the RSU awards was based on the closing price of a share of our common stock on the Nasdaq Stock Market LLC on the date of grant. (2)Mr. Summe received fully vested deferred stock units covering 2,791 shares in lieu of $127,500 cash fees earned in 2025 and $0 paid in cash. (3)Mr. Chase received fully vested deferred stock units covering 1,805 shares in lieu of $82,500 cash fees earned in 2025 and $0 paid in cash. (4)Mr. Mizell received fully vested deferred stock units covering 1,750 shares in lieu of $80,000 cash fees earned in 2025 and $0 paid in cash. The table below shows the aggregate numbers of shares of our common stock subject to unvested RSUs held as of December 31, 2025, by each non-employee director who was serving as such as of December 31, 2025:
2025 Director Compensation
| Name | Option Awards Outstanding at 2025 Fiscal Year End | Unvested Stock Awards Outstanding at 2025 Fiscal Year End | | Gregory Summe | N/A | 23,729 | | William Chase | N/A | 23,729 | | Steven Mizell | N/A | 23,729 | | Sarah Krevans | N/A | 26,786 |
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program We maintain a compensation program (the “Director Compensation Program”) for our non-employee directors (each, an “Eligible Director”) that consists of annual cash retainer fees and long-term equity awards. Directors who are also full-time officers or employees of our Company receive no additional compensation for serving as directors. The material terms of the Director Compensation Program for 2025 are summarized below. The Director Compensation Program consists of the following components for Eligible Directors: Cash Compensation •Annual Retainer: $50,000 •Annual Committee Chair Retainers: •Audit Committee: $20,000 •Compensation Committee: $15,000 •Nominating and Governance Committee: $10,000 •Annual Non-Chair Committee Member Retainers: •Audit Committee: $10,000 •Compensation Committee: $7,500 •Nominating and Governance Committee: $5,000 •Non-Executive Board Chair Additional Retainer: $50,000 •Lead Independent Director Additional Retainer: $35,000 (We did not have a lead independent director in 2025 because our Chairperson of the Board, Mr. Summe, is an independent director.) Annual cash retainers are paid in quarterly installments in arrears and will be pro-rated for any partial calendar quarter of service. Equity Compensation •Initial Award: Each Eligible Director who is initially elected or appointed to serve on the Board is granted an award of RSUs at the time of the election or appointment with a value of approximately $450,000. Each such initial grant vests as to one-third of the RSUs subject to the award on each of the first three anniversaries of the Eligible Director’s election or appointment date (as applicable), subject to the Eligible Director’s continued Board service through the applicable vesting date. •Annual Award: Each Eligible Director who is serving on the Board as of the date of an annual meeting of our stockholders is granted, on such annual meeting date, an award of RSUs with a value of approximately $250,000 (pro-rated for each Eligible Director who has served on the Board for less than six months, based on the number of days of such Eligible Director’s Board service through and including the annual meeting date), which vest in full on the earlier to occur of (i) the one-year anniversary of the applicable grant date and (ii) the date of the next annual meeting of the our stockholders, subject to the Eligible Director’s continued Board service through the applicable vesting date. In addition, each equity award granted to an Eligible Director under the Director Compensation Program will vest in full immediately prior to the occurrence of a “change in control” (within the meaning of the 2024 Plan (as defined below)), to the extent the Eligible Director will not become, as of immediately following such change in control, a board member of the Company or its ultimate parent company. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2024 Plan.
Deferred Compensation Plan for Directors
Deferred Compensation Plan for Directors During 2025, we maintained a deferred compensation plan for non-employee directors (the “Director Deferred Compensation Plan”), pursuant to which the Company’s non-employee directors are permitted to defer payment of all or a portion of their annual cash retainers (including any cash retainers for service on a committee) and/or RSU awards in accordance with the terms of the Director Deferred Compensation Plan. With respect to 2025: (i) Mr. Summe elected to defer (x) 100% of his annual cash fees and (y) 100% of his RSU awards earned or granted under the Director Compensation Program, (ii) Mr. Chase elected to defer (x) 100% of his annual cash fees and (y) 0% of his RSU awards earned or granted under the Director Compensation Program, and (iii) Mr. Mizell elected to defer (x) 100% of his annual cash fees and (y) 100% of his RSU awards earned or granted under the Director Compensation Program. Ms. Krevans did not elect to participate in the Director Compensation Program in 2025.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation awarded to or earned by our NEOs during our fiscal years ended December 31, 2025 and December 31, 2024.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensations ($)(4) | Total ($) | | Robert Ragusa | 2025 | 785,000 | — | 6,478,041 | 778,092 | 53,307 | 8,094,440 | | Chief Executive Officer | 2024 | 785,000 | — | 6,069,206 | 714,350 | 40,351 | 7,608,907 | | Aaron Freidin | 2025 | 560,000 | 250,000 | 1,996,593 | 321,942 | 3,000 | 3,131,535 | | Chief Financial Officer | 2024 | 560,000 | — | 2,875,021 | 254,800 | 3,000 | 3,692,821 | | Joshua Ofman | 2025 | 655,000 | — | 3,194,607 | 376,557 | 92,428 | 4,318,592 | | President | 2024 | 655,000 | — | 4,765,435 | 298,025 | 87,795 | 5,806,255 |
2025 SUMMARY COMPENSATION TABLE
(1)Amounts in this column consist of a $250,000 bonus paid to Mr. Freidin for exemplary performance securing corporate financing. (2)The amounts shown in this column for 2025 represent RSUs granted in 2025, as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718, rather than the amounts paid to or realized by the named individual. The grant date fair value of the RSU awards was based on the closing price of a share of our common stock on the Nasdaq Stock Market LLC on the date of grant. (3)With respect to 2025, amounts represent annual bonuses earned by each NEO in 2025 and paid in cash in 2026 under our VCP (discussed below under “2025 Annual Bonuses (Non-Equity Incentive Plan Awards)”), based on the attainment of pre-determined company performance metrics. (4)Amounts in this column include the following for 2025: (i) for Mr. Ragusa: $3,000 in 401(k) plan matching contributions, $5,271 in Company-provided dues for a membership in connection with a 2025 marketing event, $17,965 for travel and entertainment expenses paid on behalf of Mr. Ragusa and his spouse to attend a sales incentive event and $27,071 in payments made to offset taxes imposed on Mr. Ragusa with respect to these dues and travel and entertainment expenses; (ii) for Mr. Freidin: $3,000 in 401(k) plan matching contributions; and (iii) for Dr. Ofman: $3,000 in 401(k) plan matching contributions, $48,000 in payments made to Dr. Ofman to offset his rent expense in 2025 (as contemplated by his initial offer of employment, the Company provided Dr. Ofman with a housing allowance to enable him to spend time at the Company’s headquarters in Menlo Park through January 31, 2026), $11,971 for travel and entertainment expenses paid on behalf of Dr. Ofman and his spouse to attend a sales incentive event, $29,447 in payments made to Dr. Ofman to offset taxes imposed on him with respect to these travel and entertainment expenses and the Company-paid housing benefit, and $10 in stipend payments. 2025 Salaries Following an analysis of our market positioning against peers and in alignment with our overall compensation philosophy, we determined to make no changes to the base salary for our NEOs in 2025 as compared to 2024. The annual base salaries for Robert Ragusa, Aaron Freidin, and Joshua Ofman for 2025 were $785,000, $560,000, and $655,000, respectively. 2025 Discretionary Bonus In 2025, the Company determined to pay Mr. Freidin a one-time discretionary cash bonus in the amount of $250,000 in respect of his successful undertaking of certain financing activities during fiscal 2025. 2025 Annual Bonuses (Non-Equity Incentive Plan Awards) Our annual Variable Compensation Program (“VCP”) provides our eligible employees, including our NEOs, with the opportunity to earn annual cash bonuses based on the achievement of pre-established corporate goals for the applicable fiscal year. Corporate goals for 2025 included Galleri and other revenue targets, cash burn, premarket approval submission and reimbursement milestones, and product cost and performance improvements. Individual VCP targets are determined based on each individual’s role, taking into consideration an analysis of peer data for comparable roles. We determined to make no changes to Mr. Ragusa’s 2025 target bonus opportunity, which remained set at 100% of salary, but did increase Mr. Freidin’ and Dr. Ofman’s 2025 target bonus opportunities, in each case, from 50% to 60% of base salary, effective March 15, 2025 (for clarity, the target bonus opportunities as in effect prior to March 15, 2025 continued to apply for purposes of calculating the actual bonus earned for the period from January 1, 2025 to March 15, 2025). The payment of any annual bonus, if earned, is contingent upon the applicable participant’s (i) continued employment or other service with the Company through the applicable payment date, (ii) employment start date commencing on or prior to October 1 of the applicable fiscal year and (iii) continued compliance with Company policy and applicable law. Equity and Equity-Linked Compensation We maintain the 2024 Incentive Award Plan (the “2024 Plan”), pursuant to which we may grant awards of cash and equity incentives to directors, employees (including our NEOs) and consultants of our Company and certain of our subsidiaries to enable our Company and certain of our subsidiaries to obtain and retain services of these individuals, which we view as essential to our long-term success. On February 3, 2025, Messrs. Ragusa and Freidin and Dr. Ofman were granted awards of restricted stock units (“RSUs”) covering 224,620, 69,230 and 110,770 shares of our common stock, respectively, under the 2024 Plan, which vest in substantially equal installments on each of the first three anniversaries of February 28, 2025 subject to the applicable NEO’s continued service through the applicable vesting date. For additional information about these awards, please see the sections titled “-Outstanding Equity Awards at Fiscal Year End” and “-Executive Compensation Arrangements” below. Other Elements of Compensation Retirement Plans We maintain a tax-qualified 401(k) retirement savings plan for our employees, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on the same terms generally applicable to other eligible, full-time employees. The Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (the “Code”) allow eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. In 2025, we made matching contributions under our 401(k) plan, including for the NEOs, up to a specified percentage of employee contributions and a maximum of $3,000 per employee. These matching contributions vest in full after one year of service. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our NEOs, in accordance with our compensation goals. Employee Stock Purchase Plan We maintain the GRAIL, Inc. 2024 Employee Stock Purchase Plan (the “ESPP”), pursuant to which eligible employees, including our NEOs, may defer a portion of their eligible compensation to acquire shares of our common stock at up to a 15% discount. The purpose of the ESPP is to provide eligible employees with a convenient and efficient means of acquiring an equity interest in our company through payroll deductions in order to enhance our employees’ sense of participation in the affairs of our company and align their interests with those of stockholders. In 2025, each of Mr. Ragusa and Mr. Freidin purchased 641 shares under the ESPP. Dr. Ofman did not participate in the ESPP in 2025. Employee Benefits and Perquisites Health/Welfare Plans. All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including: •medical, dental, and vision benefits; •medical and dependent care flexible spending accounts; •short-term and long-term disability insurance; •wellbeing benefits (including mental health, back-up care and family forming benefits); and •life insurance. We believe the benefits described above are in line with market practice and necessary and appropriate to provide a competitive compensation package to our NEOs. We do not provide any other executive-specific perquisites. No IRC Section 280G “Golden Parachute” Tax Gross-Ups
2025 SUMMARY COMPENSATION TABLE
Except for tax gross-up payments (i) in the amount of $29,447 in 2025 paid to Dr. Ofman to offset taxes imposed on him with respect to his Company-paid housing benefit and his and his spouse’s attendance at a sales incentive event and (ii) in the amount of $27,071 in 2025 paid to Mr. Ragusa to offset taxes imposed on him with respect to his Company-paid dues and his and his spouse’s attendance at a sales incentive event, we do not make gross-up payments to cover our NEOs’ personal income taxes. Without limiting the foregoing, we have not paid, and have no obligation to pay, any tax gross-ups with respect to any excise taxes that may be imposed under or by operation of the Internal Revenue Code Section 280G “golden parachute” rules.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning the number of shares of common stock underlying outstanding equity incentive awards for each NEO as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | | | Option Award(1) | | | Stock Awards(2) | | | Name | Vesting Commencement Date(3) | Number of Securities Underlying Options (#) Exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Price ($)(4) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($)(5) | | Robert Ragusa | February 28, 2025(6) | — | — | — | — | 224,620 | 19,225,226 | | | October 3, 2024(7) | — | — | — | — | 214,240 | 18,336,802 | | | October 3, 2024(8) | — | — | — | — | 45,840 | 3,923,446 | | | March 6, 2023(9) | — | — | — | — | 28,012 | 2,397,547 | | | March 4, 2022(9) | — | — | — | — | 1,891 | 161,851 | | Aaron Freidin | February 28, 2025(6) | — | — | — | — | 69,230 | 5,925,396 | | | October 3, 2024(7) | — | — | — | — | 79,460 | 6,800,981 | | | October 3, 2024(8) | — | — | — | — | 45,840 | 3,923,446 | | | March 6, 2023(9) | — | — | — | — | 9,338 | 799,239 | | | March 4, 2022(9) | — | — | — | — | 1,261 | 107,929 | | Joshua Ofman | February 28, 2025 (6) | — | — | — | — | 110,770 | 9,480,804 | | | October 3, 2024(7) | — | — | — | — | 106,970 | 9,155,562 | | | March 6, 2023(9) | — | — | — | — | 11,005 | 941,918 | | | March 4, 2022(9) | — | — | — | — | 1,329 | 113,749 | | | November 1, 2024(10) | 22,925 | 40,559 | 14.00 | 3/6/2030 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1)Amounts disclosed in these columns represent options to purchase Company common stock. These options were originally granted as options to purchase our Class A common stock, were converted to options to purchase Illumina’s common stock in connection with our acquisition by Illumina and were converted back into options to purchase our common stock in connection with the Spin-Off. (2)Amounts disclosed in these columns represent RSUs granted under the 2024 Plan and cash-based equity appreciation incentive awards (“Cash-Based Equity Awards”) converted into RSUs in connection with the Spin-Off. (3)The grant date of each award was the same as the Vesting Commencement Date except with respect to the RSUs granted to Messrs. Ragusa and Freidin and Dr. Ofman with a Vesting Commencement Date of February 28, 2025, which were granted February 3, 2025. (4)The exercise price per share of each option granted was set equal to the fair market value of our Class A common stock on the applicable grant date. The exercise price reflected in this column represents the price following the option’s conversion into options to purchase our common stock following the Spin-Off. (5)Amounts in this column represent the aggregate estimated value of the outstanding RSUs as of December 31, 2025. (6)Represents RSUs awarded under the 2024 Plan, which vest in substantially equal installments on each of the first three anniversaries of the Vesting Commencement Date, subject to the applicable executive’s continued service through the applicable vesting date. (7)Represents RSUs awarded under the 2024 Plan, which vest in full on the 18-month anniversary of the Vesting Commencement Date, subject to the applicable NEO’s continued employment through the applicable vesting date. (8)Represents RSUs awarded under the 2024 Plan, which vest on the 24-month anniversary of the Vesting Commencement Date subject to the applicable NEO’s continued employment through the applicable vesting date. (9)Represent Cash-Based Equity Awards that were converted into RSU awards covering shares of Company common stock in accordance with the Employee Matters Agreement, which vest and are settled incrementally over a four-year period with twenty-five percent (25%) of the award vesting and being settled on or shortly after each of the first four anniversaries of the vesting commencement date, subject to continued employment through the applicable vesting date. (10)Represents Dr. Ofman’s stock option award with respect to our common stock, which is eligible to vest as to one thirty-sixth (1/36th) of the shares subject thereto on each monthly anniversary of November 1, 2024, the date on which the Compensation Committee determined that we had delivered at least 250,000 Company multi-cancer early detection blood tests for commercial use, in accordance with the terms and conditions set forth in the award agreement, subject to Dr. Ofman’s continued service through the applicable vesting date; provided that (i) if Dr. Ofman’s employment with the Company is terminated by us without cause or he resigns for good reason (each as defined in his award agreement) the stock option will vest as to the portion of the option that would have vested over the twelve month period immediately following the termination date and (ii) the stock option will vest in full in the event that Dr. Ofman’s employment is terminated without cause or he resigns for good reason, in either case, during the period commencing three months before the announcement of the signing of a definitive agreement to consummate a change in control and ending twelve months following the consummation of such change in control. This option is early-exercisable, meaning that it can be exercised before it vests for restricted shares subject to the same vesting provisions as apply to the underlying option.