DEF 14A of AbCellera Biologics Inc., Apr 29, 2026

DEF 14A of AbCellera Biologics Inc.

Filed Apr 29, 2026 · FY20250001703057-26-000020

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our Board of Directors currently consists of five (5) members. In accordance with the terms of our articles, our Board of Directors is divided into three (3) classes (class I, class II and class III) with members of each class serving staggered three-year terms. The members of the classes are divided as follows: •the class III directors are John S. Montalbano, CFA, and Stephen R. Quake, D.Phil., and their terms will expire at the Annual Meeting; •the class I director is Véronique Lecault, Ph.D. and her term will expire at the Annual Meeting of Shareholders to be held in 2027; •the class II directors are Carl L. G. Hansen, Ph.D. and Michael Hayden, MBCHB (M.D.), Ph.D., and their terms will expire at the Annual Meeting of Shareholders to be held in 2028. Following the initial term of office described above, directors will be elected to hold office for a three-year term expiring on the third annual general meeting following their election. At every annual general meeting and in every unanimous shareholder resolution in lieu thereof, all of the directors whose terms expire shall cease to hold office immediately before the election or appointment of directors, and they are eligible for re-election or re-appointment. The shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in a unanimous resolution appoint, the number of directors required to fill any vacancies created, which vacancies have not already been filled as otherwise permitted in the articles. The directors will hold office for the applicable terms contemplated in the staggered board provisions. Upon resignation of a director, the remaining directors may fill the casual vacancy resulting from such resignation for the remainder of the unexpired term. On November 6, 2025, Andrew Lo, Ph.D., then a member of the Board of Directors, the Chairman of the Nominating and Corporate Governance Committee, and a member of the Audit Committee, notified the Company of his intention to retire from the Company’s Board of Directors and all committees. Dr. Lo did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective November 6, 2025, the Company appointed Stephen R. Quake, D.Phil., as a member of the Company’s Board of Directors and was appointed to the Audit Committee and Chairman of the Nominating and Corporate Governance Committee. Under the BCBCA and our articles, a director may be removed with or without cause by a special resolution passed by a special majority (being two-thirds) of the votes cast by shareholders present in person or by proxy at a duly convened meeting and who are entitled to vote. To the extent directors are elected or appointed to fill casual vacancies or vacancies arising from the removal of directors, in both instances whether by shareholders or directors, the directors shall hold office until the remainder of the unexpired portion of the term of the departed director that was replaced. Any casual vacancy occurring on the Board of Directors may be filled by the directors, subject to our articles. In addition, if our company has no directors or fewer directors in office than the number set pursuant to our articles as the quorum of directors, then the shareholders may elect or appoint directors to fill any vacancies on the Board of Directors, subject to our articles. Our Board of Directors has nominated each of John S. Montalbano, CFA, and Stephen R. Quake, D.Phil., for election as the class III directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors. Our priority in the selection of board members is the identification of members who will further the interests of our shareholders through consideration of several facts and circumstances, including among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence, and the needs of the Board of Directors.

  2. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table and narrative information identifies our nominees for class III directors, sets forth their principal occupation and business experience during the last five years, indicates their start date as a director, and states their age as of April 1, 2026.

  3. Nominees for Election as Class III Directors

    | Name | Positions and Offices Held | Director Since | Age | | John S. Montalbano, CFA | Director | 2020 | 61 | | Stephen R. Quake, D.Phil. | Director | 2025 | 56 |

  4. Nominees for Election as Class III Directors

    John S. Montalbano, CFA. Mr. Montalbano has served as a member of our Board of Directors since November 2020 and is the Chair of our Audit Committee, a member of our Compensation Committee, and a member of our Nominating and Corporate Governance Committee. Mr. Montalbano served as a member of the Board of Directors of Aritzia Inc., a public fashion company, from July 2019 to February 2025, has served as a member of the Board of Directors and Audit Committee Chair for the Canada Pension Plan Investment Board, since February 2017, and served as a member of the Board of Directors of Manulife Financial Corporation since February 2025. Prior to his retirement, Mr. Montalbano served as the Chief Executive Officer of RBC Global Asset Management from 2008 to 2015, and as the President of Phillips, Hager & North Investment Management Ltd., a private wealth management firm, from 2005 to 2008. Mr. Montalbano also served as Vice Chair of RBC Wealth Management from April 2015 to December 2016. Mr. Montalbano holds a B.Comm. in Finance from the University of British Columbia. We believe Mr. Montalbano is qualified to serve on our Board of Directors due to his leadership, experience as an entrepreneur, and financial expertise. Stephen R. Quake, D.Phil. Dr. Quake has served as a member of our Board of Directors since November 2025. Dr. Quake has been a Professor at Stanford University since 2005 and is currently the Lee Otterson Professor of Bioengineering and Professor of Applied Physics. Dr. Quake is a prolific inventor in the fields of DNA sequencing and microfluidic automation, and his innovations have led to the development of non-invasive prenatal tests and other diagnostic tools. He currently serves on the Board of Directors of Tachyon Therapeutics, IgGenix Inc., Superfluid DX, ClearNote Health, Kanvas, and Mirvie. He previously served on the Board of Directors of CM Life Sciences II/Somalogic from 2020 to 2022. Dr. Quake holds a B.S. in Physics and an M.S. in Mathematics from Stanford University, and a D.Phil. in Theoretical Physics from the University of Oxford. We believe Dr. Quake is qualified to serve on our Board of Directors due to his extensive academic background in bioengineering and applied physics, his significant experience as an inventor and entrepreneur in the life sciences sector, and his leadership experience in major research organizations. To be elected, each director nominated must receive a “for” vote from a majority of the votes cast by shareholders who voted in respect of this proposal. Abstentions and broker non-votes will have no effect on this proposal. We have adopted a “majority voting policy” to the effect that a nominee for election as a director who does not receive a majority of “for” votes compared to the total number of votes cast with respect to the election of directors by shareholders shall offer to tender his or her resignation to the Board of Directors promptly following the meeting of shareholders at which the vote took place. The nominating and corporate governance committee will consider such offer and make a recommendation to our Board of Directors whether to accept such resignation. Our Board of Directors will promptly accept the resignation unless it determines, in consultation with the nominating and corporate governance committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board of Directors will make its decision and disclose it in a Current Report on Form 8-K within ninety (90) days following the meeting of shareholders. A director who tenders a resignation pursuant to our majority voting policy will not participate in any meeting of our Board of Directors or the nominating and corporate governance committee at which the resignation is considered. Our majority voting policy does not apply for contested meetings at which the number of directors nominated for election is greater than the number of seats available on the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF JOHN S. MONTALBANO, CFA, AND STEPHEN R. QUAKE, D.PHIL., AS THE CLASS III DIRECTORS, TO SERVE FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD IN 2029.

  5. 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 1, 2026.

  6. Directors Continuing in Office

    | Name | Positions and Offices Held | Director Since | Class and Year in Which Term Will Expire | Age | | Véronique Lecault, Ph.D. | Chief Technology Officer and Director1 | 2018 | Class I—2027 | 41 | | Carl L.G. Hansen, Ph.D. | Chief Executive Officer, President and Director (Chairman of the Board) | 2012 | Class II—2028 | 51 | | Michael Hayden, MBCHB (M.D.), Ph.D. | Lead Director | 2019 | Class II—2028 | 74 |

  7. Directors Continuing in Office

    1Effective February 18, 2025, Dr. Véronique Lecault transitioned from Chief Operating Officer (COO) to Chief Technology Officer (CTO).

  8. Class II Directors (Term Expires at 2028 Annual Meeting)

    Class II Directors (Term Expires at 2028 Annual Meeting) Carl L. G. Hansen, Ph.D. Dr. Hansen is our co-founder and has served as our Chief Executive Officer, President and as the Chairman of our Board of Directors since our inception in November 2012. Dr. Hansen co-founded Precision NanoSystems Inc., a Vancouver-based private company developing next-generation delivery technology for genetic medicines founded in 2010, where Dr. Hansen also served as a member of the Board of Directors from January 2011 to September 2015. Until August 2019, Dr. Hansen was a professor at the University of British Columbia, where he coauthored over 65 manuscripts in the fields of microfluidics, immunology, genomics and nanotechnology. Dr. Hansen also was a co-founder and served as a member of the Board of Directors of Resolution Diagnostics, a private genomics technology company, from May 2015 to April 2016. Prior to that, he served on the science advisory board of Fluidigm Corporation, a public company providing biotechnology tools, from January 2008 to January 2012. Dr. Hansen holds a Ph.D. in Applied Physics with a focus on Biotechnology from the California Institute of Technology, and a B.A.Sc. in Engineering Physics and Honors Mathematics from the University of British Columbia. We believe Dr. Hansen is qualified to serve on our Board of Directors because of the perspective and experience he brings as a co-founder and our Chief Executive Officer. Michael Hayden, MBCHB (M.D.), Ph.D. Dr. Hayden has served as a member of our Board of Directors since September 2019. Dr. Hayden is the Lead director of the Board of Directors and serves as the Chair of our Compensation Committee, is a member of our Nominating and Corporate Governance Committee, and a member of our Audit Committee. Dr. Hayden has been the Chief Executive Officer of Prilenia Therapeutics B.V., a clinical stage biotechnology company since September 2018. From September 2012 to December 2017, Dr. Hayden served as Chief Science Officer and President of Global Research and Development at Teva Pharmaceutical Industries Ltd., a public pharmaceutical company. Dr. Hayden has founded a number of biotechnology companies, including Aspreva Pharmaceuticals Limited, a private pharmaceutical company; Neurovir Therapeutics, Inc., a private biopharmaceutical company; Xenon Pharmaceuticals Inc., a public clinical-stage biopharmaceutical company; and 89bio, Inc., a public clinical-stage biopharma company. Dr. Hayden has served as a member of the Board of Directors for each of Ionis Pharmaceuticals Inc., a public biotechnology company, since September 2018; 89bio since April 2018, and Xenon Pharmaceuticals Inc. from November 1996 to June 2022. From September 2018 to June 2020, Dr. Hayden also served as the executive chairman of the Board of Directors of Prilenia. Dr. Hayden is also a Killam Professor of Medical Genetics at the University of British Columbia, a Founder and Senior Scientist at the Centre for Molecular Medicine and Therapeutics, and a Canada Research Chair in Human Genetics and Molecular Medicine. Dr. Hayden holds an M.B., Ch.B. (M.D.) and a Ph.D. degree in Genetics from the University of Cape Town. He is board certified by the American Societies of Internal Medicine and Medical Genetics. He is also certified by the Royal College of Physicians of Canada (Internal Medicine). We believe Dr. Hayden is qualified to serve on our Board of Directors because of his academic background, as well as his extensive experience as a director and executive officer of both publicly and privately held biotechnology and biopharmaceutical companies. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate. There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director. There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Board of Directors utilizes a non-employee director compensation policy. The policy is designed to enable us to attract and retain highly qualified non-employee directors on a long-term basis. Under the policy, our non-employee directors will be eligible to receive cash retainers (which will be prorated for partial years of service) and equity awards as set forth below:

  11. Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | | | Annual service on the Board of Directors | $50,000 | | Additional retainer for annual service as non-executive chairperson or lead director of the Board of Directors | $30,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as audit committee chairperson | $20,000 | | Annual service as member of the audit committee (other than chair) | $10,000 | | Annual service as compensation committee chairperson | $15,000 | | Annual service as member of the compensation committee (other than chair) | $7,500 | | Annual service as nominating and corporate governance committee chairperson | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $5,000 |

  12. Non-Employee Director Compensation Policy

    In addition, our policy provides that, upon initial election or appointment to our Board of Directors, each new non-employee director will be granted a one-time grant of a non-statutory share option to purchase our common shares with an aggregate targeted grant date fair value of $600,000 on the date of such director’s election or appointment to the Board of Directors, or the Director Initial Grant. The Director Initial Grant will vest in substantially equal annual installments over three years, subject to the non-employee director’s continued service to the Board of Directors through each such vesting date. On the date of each Annual Meeting of Shareholders of our company, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of a non-statutory share option to purchase our common shares with an aggregate targeted grant date fair value of $400,000, or the Director Annual Grant. The Director Annual Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next Annual Meeting of Shareholders, subject to the non-employee director’s continued service to the Board of Directors through each such vesting date. For Director initial election or appointment and annual awards, the volume-weighted average price of a share of our common stock (the “Average VWAP”) for the 60 trading days preceding the grant date of the equity awards is used in determining the number of equity awards to grant. The Director Initial Grant and Director Annual Grant are subject to full acceleration of vesting upon the sale of our company. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any of its committees. Employee directors will receive no additional compensation for their service as a director.

  13. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2025. Dr. Hansen, who is our Chief Executive Officer and President, and Dr. Lecault, who is our Chief Technology Officer, did not receive any additional compensation for their services as director. The compensation received by Drs. Hansen and Lecault, as NEOs of our company, is presented in “Executive Compensation—2025 Summary Compensation Table” below.

  14. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Award ($)(2) | All Other Compensation ($) | Total ($) | | Michael Hayden, MBCHB (M.D.), Ph.D.(3) | 110,000 | 476,361 | — | 586,361 | | John S. Montalbano, CFA(4) | 82,500 | 476,361 | — | 558,861 | | Andrew Lo, Ph. D.(5) | 59,425 | 476,361 | — | 535,786 | | Stephen R. Quake, D.Phil.(6) | 10,575 | 426,916 | — | 437,491 |

  15. Non-Employee Director Compensation Table

    __________________________ (1)Amounts paid reflect fees earned for 2025 service and are made pursuant to the Amended and Restated Non-Employee Director Compensation policy, effective as of February 23, 2021. (2)The amounts reported represent the aggregate grant date fair value of the stock options granted to our directors during the 2025 fiscal year, calculated in accordance with ASC Topic 718. Such grant date fair values do not consider any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying common shares. (3)As of December 31, 2025, Dr. Hayden held outstanding options to purchase an aggregate of 629,843 shares of Company common shares. (4)As of December 31, 2025, Mr. Montalbano held outstanding options to purchase an aggregate of 1,029,843 shares of Company common shares. (5)Effective November 6, 2025, Dr. Lo retired from the Board of Directors. Dr. Lo’s cash compensation reported in the table above is prorated for 2025 service and his equity awarded in 2025 following the 2025 Annual General Meeting was forfeited. As of December 31, 2025, Dr. Lo held outstanding options to purchase an aggregate of 302,490 shares of Company common shares. (6)Effective November 6, 2025, Dr. Quake was appointed to the Board of Directors. Dr. Quake’s compensation reported in the table above is prorated for 2025 service and includes the new Director equity grant. As of December 31, 2025, Dr. Quake held outstanding options to purchase an aggregate of 194,932 shares of Company common shares.

  16. Key Compensation Decisions and Actions

    | Compensation Area | Highlights | | Cash Compensation | •Updated target base salaries for our NEOs | | Equity Compensation | •Maintained target NEO annual stock award grant and timing | | Process & Governance | •Updated the peer group of comparable companies | | | •Continued engagement with Alpine Rewards as the Compensation Committee’s independent advisor |

  17. Our Philosophy

    Our Philosophy At AbCellera, we believe that great and enduring companies are built by strong teams of exceptional people. We believe a strong corporate culture is essential for the recruitment, development, and retention of exceptional employees and teams. For this reason, we believe our long-term success depends on our ability to attract and train top talent. We see talent and team development as an opportunity to build a competitive advantage that amplifies every dimension of our business. We see investments in our people as essential to the success of our Company. Building a winning culture requires investment and continuous diligent effort. Our executive compensation program is aligned with the pillars of our culture and our long-term vision. We accomplish these goals by taking a holistic view of compensation. We aim to offer total compensation that is competitive for each role, based on market data for local, regional, or global conditions, as appropriate. In addition to competitive salaries, equity awards, and performance bonuses, our compensation includes comprehensive healthcare benefits, fitness and active-lifestyle benefits, and retirement-savings contributions. We do not target a specific mix of compensation, although we deliver a majority of compensation through long-term incentives and aim to be particularly competitive with regard to equity-based long-term incentives. We do this because we believe that shared ownership promotes employee retention and aligns with the long-term success of our Company. To attract and retain qualified executives, we seek to provide our NEOs with target pay opportunities that are competitive within our industry. Our comparative framework uses peer companies in the life sciences industry with a similar business and financial profile, and broader, size-appropriate comparisons in the life sciences industry as a secondary market. We target base salary and cash bonuses at the fiftieth (50th) percentile of the market and recognize that individuals are compensated at the range appropriate for the role within the market based on individual performance, Company performance, and the criticality of the role, over time. Further, in alignment with our philosophy, long term incentives are again commensurate with performance and the role and impact on the Company's success, targeting a range between the 50-75th percentile.

  18. Process and Roles

    Process and Roles Role of the Compensation Committee. Our Compensation Committee is responsible for establishing and overseeing our executive compensation program. Specific responsibilities of the Compensation Committee can be found in the “Corporate Governance” section of this proxy statement. The Compensation Committee reviews our NEO compensation packages on an annual basis or more frequently as it deems appropriate. In its review process, the Compensation Committee discusses with our Chief Executive Officer proposed compensation for all NEOs other than himself. Following the Compensation Committee’s discussions with our Chief Executive Officer, and in consideration of all information provided by the Compensation Committee’s independent consultant and management, the Compensation Committee approves each NEO’s compensation for the upcoming fiscal year, including the performance measures and objectives to be used for purposes of determining their annual cash bonuses for the fiscal year. In addition, the Compensation Committee evaluates the performance of the Company, and the Chief Executive Officer assesses the individual performance of each executive officer, except himself, to determine whether to pay cash bonuses for the previous fiscal year and, if so, the amount of any such bonuses. Role of our Chief Executive Officer and Other Management Members. Our Chief Executive Officer evaluates and reviews with the Compensation Committee the individual performance and contributions of each of the other NEOs and makes recommendations to the Compensation Committee regarding base salary, short-term incentive awards, and long-term incentive awards. The Compensation Committee reviews and considers such recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the NEOs. Our Chief Executive Officer also recommends the Company performance objectives that are used to determine bonus amounts of the other NEOs and consults with select members of management in the development of the Company goals and individual performance goals. The Compensation Committee may request that certain executives attend portions of Compensation Committee meetings based on the topics being covered and their respective areas of expertise. NEO compensation decisions are made in executive session without the respective NEOs present. Role of our Independent Compensation Consultant. Our Compensation Committee is authorized to engage a compensation consultant or other advisors to review our executive officers’ compensation, including an analysis against the compensation of executive officers at comparable companies, to ensure that our compensation is market competitive, with the goal of retaining and adequately motivating our senior management. Throughout 2025, our Compensation Committee continued to engage Alpine Rewards as its independent compensation consultant to make recommendations for updating our compensation peer group and to review and make recommendations regarding our executive and director compensation. Alpine Rewards did not provide services to us other than the services to our Compensation Committee described herein during 2025. Our Compensation Committee performs an annual assessment of its compensation consultant’s independence to determine whether the consultant is independent and throughout 2025 determined that Alpine Rewards is independent pursuant to the listing standards of the relevant Nasdaq and SEC rules and has determined that no conflict of interest has arisen as a result of the work performed.

  19. Use of Market Data

    Use of Market Data The Compensation Committee makes use of various external and internal references in making its decisions. One of these references is external compensation market data related to our NEOs. The Compensation Committee engaged Alpine Rewards to develop a peer group for use in evaluating the competitiveness of NEO compensation arrangements for 2025. Alpine Rewards developed a group of 20 companies that are comparable to AbCellera. The criteria used to select these companies were as follows:

  20. Use of Market Data

    | Element | 2025 Criteria | | Business | •Public, US/Canada-based biotechnology/life sciences companies, with a focus on those that use a technology platform, as well as immunology and metabolic focuses | | Revenue | •Trailing twelve-month revenues generally under $150M to reflect companies of similar scale as AbCellera, while allowing room for potential growth | | Market Capitalization | •Market capitalization in the range of 0.3x to 3x AbCellera (or approximately between $0.3B and $3B) | | Organizational Complexity | •Companies with generally between 150 and 1,500 employees |

  21. Use of Market Data

    In October 2024, the Compensation Committee endorsed the following peer group for 2025:

  22. Use of Market Data

    | Absci | Nurix Therapeutics | Structure Therapeutics | | Adaptive Biotechnologies | Prime Medicine | Verve Therapeutics | | Agios Pharmaceuticals | Recursion Pharmaceuticals | Vir Biotechnology | | Allogene Therapeutics | Regenxbio | Xencor | | Arcutis Biotherapeutics | Relay Therapeutics | Xenon Pharmaceuticals | | Entrada Therapeutics | Sana Biotechnology | Y-mAbs Therapeutics | | Ligand Pharmaceuticals | Spyre Therapeutics | |

  23. Use of Market Data

    In addition to market compensation data, the Compensation Committee also reflects on the following, as appropriate, in their decision-making process: •The Company’s vision, mission, strategies, and corporate goals •The compensation philosophy and objectives •Company performance and outlook •Broader market compensation information and data •Labor market trends and dynamics •Individual NEO roles, performance, and contributions •Compensation histories for individual NEOs

  24. Compensation Program and Decisions

    | Element | Summary Purpose | | Base Salary | •Provide a fixed source of income commensurate with the NEO’s position at the Company | | Annual Cash Incentive Bonus | •Challenge NEOs with bold and ambitious goals to help the company achieve the best possible financial and operational results | | | •Reward teamwork, accountability, excellence, and progress towards AbCellera’s business strategy | | | •Recognize outstanding contributions that go above and beyond |

  25. Compensation Program and Decisions

    | Element | Summary Purpose | | Long-Term Equity Incentives | •Align efforts and interests to amplify long-term value for patients, partners, and shareholders | | | •Attract and retain NEOs who believe in and are motivated by our long-term vision | | Benefits | •Provide our NEOs with extended health benefits to maximize their wellbeing | | | •Provide peace of mind with retirement benefits, life insurance as well as certain protections if we encounter a change in control or separation event | | | •Foster growth, learning and development to realize the full potential of each NEO |

  26. Annual Cash Incentive Bonus

    Annual Cash Incentive Bonus AbCellera has a formal short-term incentive program that is designed to challenge NEOs with bold and ambitious goals to help the Company achieve the best possible financial and operational results, reward team performance, accountability, excellence and progress towards AbCellera’s business strategy, and recognize outstanding contributions that go above and beyond. The program goals are intended to be measured over one year but may be accomplished at certain times during the program year. The payouts under the program are cash-based, as is customary in our industry. Under our bonus program, each NEO has a target bonus opportunity, defined as a percentage of his or her annualized base salary. The target amounts are initially set at the time of hire based on the individual’s role and level in the organization. These bonus targets are subject to adjustment each year based on the competitive market and our internal compensation levels and structure. The general design of our bonus program is as follows: whereas the Bonus Multiplier is calculated as follows to recognize both components of teamwork and individual accountability: In November 2024, our Compensation Committee reviewed the target bonus opportunities of each of our executive officers, including each of our NEOs, and set the target bonus percentage for each such NEO as set forth in the table below effective January 1, 2025. In 2025, the target bonus percentage and weighting metrics for each of our NEOs remained unchanged.

  27. Annual Cash Incentive Bonus

    | | 2025 Annualized Base Salary ($) | 2025 Target Bonus Percentage | Corporate Achievements Weight | Individual Contribution Weight | | Carl L.G. Hansen, Ph.D. Chief Executive Officer | 550,000 | 65% | 100% | N/A | | Andrew Booth Chief Financial Officer | 485,000 | 45% | 70% | 30% | | Véronique Lecault, Ph.D. Chief Technology Officer | 454,000 | 45% | 70% | 30% | | Tryn Stimart Chief Legal Officer, Chief Compliance Officer, Corporate Secretary & Privacy Officer | 470,000 | 45% | 70% | 30% |

  28. Annual Cash Incentive Bonus

    In January 2025, the Board of Directors approved the 2025 corporate goals, and these were used to assess our corporate performance in 2025. The Compensation Committee believes that each of these goals is strongly aligned to the creation of shareholder value. The 2025 performance goals were aggressive and set as stretch goals to challenge our NEOs such that the attainment of executive target annual cash incentive bonus opportunities was not assured at the time they were set and would require a high level of effort and execution on the part of the executive officers and others to achieve the goals. The Compensation Committee assessment also considered achievements that were not included in the original goals but brought significant value to the company. The specific corporate performance goals established for 2025 are set forth below:

  29. Annual Cash Incentive Bonus

    | 2025 Corporate Goals | | | Pipeline | For both ABCL635 and ABCL575, submit Clinical Trial Applications (CTAs), the Canadian equivalent to an Investigational New Drug (IND) submission, obtain No Objection Letters from Health Canada, and commence Phase 1 clinical trials in Canada. Nominate two development candidates to move forward into IND enabling studies. | | Platform | Complete build of the manufacturing facility and successfully complete a shakedown run. Successfully complete new Enterprise Resource Planning ("ERP") system implementation for manufacturing capabilities. | | Financial Performance | Maintain strong liquidity position and operational efficiency. Complete major capital investments our platform. |

  30. Annual Cash Incentive Bonus

    In light of our good performance and the challenging nature of the goals, the Compensation Committee, in its judgment, determined our corporate performance percentage to be 100% of the target performance level for 2025, based on the following assessment:

  31. Annual Cash Incentive Bonus

    | 2025 Corporate Goals | Highlights | Assessment | | Pipeline | For ABCL635 and ABCL 575, CTAs were submitted, No Objection letters received, and first patients dosed on August 7, 2025 and August 27, 2025, respectively. Nominated ABCL688, a potential first-in-class antibody medicine for autoimmune conditions, and ABCL386, a potential first-in-class antibody medicine for oncology, as development candidates. Started eight partner-initiated programs with downstreams and reached a cumulative total of 19 molecules into the clinic. | Met or exceeded most goals | | Platform | Manufacturing facility build and shakedown run completed. Facility ready for engineering runs. Successful implementation and go-live of new ERP system in the third quarter of 2025. | Met or exceeded most goals | | Financial Performance | Approximately $700 million in available liquidity as of December 31, 2025, to continue executing on our strategy. Substantially completed multi-year capital platform investments. | Met most goals |

  32. Annual Cash Incentive Bonus

    Based on the Compensation Committee’s evaluation of the annual cash incentive bonus goals, and the CEO’s assessment of individual contributions, the Compensation Committee approved the following bonus payments to our NEOs:

  33. Annual Cash Incentive Bonus

    | | 2025 Base Salary ($)(1) | 2025 Target Bonus Percentage | Target Incentive ($) | Corporate Performance Weight | Corporate Performance Percentage | Individual Performance Weight | Individual Performance Percentage | Bonus Multiplier | Annual Cash Incentive Award ($)(1) | | Carl L.G. Hansen, Ph.D. Chief Executive Officer | 550,000 | 65% | 357,500 | 100% | 100% | N/A | N/A | 100% | 357,500 | | Andrew Booth Chief Financial Officer | 485,000 | 45% | 218,250 | 70% | 100% | 30% | 100% | 100% | 218,250 | | Véronique Lecault, Ph.D. Chief Technology Officer | 454,000 | 45% | 204,300 | 70% | 100% | 30% | 100% | 100% | 204,300 | | Tryn Stimart Chief Legal Officer, Chief Compliance Officer, Corporate Secretary & Privacy Officer | 470,000 | 45% | 211,500 | 70% | 100% | 30% | 100% | 100% | 211,500 |

  34. Annual Cash Incentive Bonus

    (1)Base salary for all executives is determined in USD. For Canadian resident executives, base salary and bonus is paid in Canadian dollars. The 2025 base salary and bonus amounts are translated here into USD using the 2025 weighted-average exchange ratio of CAD $1.40:USD $1.00 as set forth by the Bank of Canada. Differences between the bonus amounts disclosed in the table above and the Summary Compensation Table are due to foreign exchange conversions.

  35. Long-term incentives

    Long-term incentives Long-term incentives represent a key element in our overall compensation program and help us achieve a number of our critical compensation program goals: •Align efforts and interests to amplify long-term value for patients, partners, and shareholders. •Attract and retain NEOs who believe in and are motivated by our long-term vision. •Reward teamwork, accountability, and excellence consistent with AbCellera’s performance. Based on our key compensation program objectives and the general competitive market landscape, the Compensation Committee elects to grant 100% options for ongoing awards to existing NEOs (e.g., Drs. Hansen and Lecault, and Messrs. Booth and Stimart). The Compensation Committee expects to review the long-term incentive program each year and determine if changes are needed based on the growth and maturity of our company, any changes to our program objectives or philosophy, or changes in competitive market dynamics. The Compensation Committee typically approves equity grants for NEOs at the start of their employment and annually thereafter in connection with the annual performance review. Additionally, the Compensation Committee may periodically grant additional equity awards based on changes in job responsibility, performance and contribution, or other special circumstances. The exercise price of all stock options equals the fair market value of our common shares on the date of grant. Prior to exercising a stock option, the holder has no shareholder rights with respect to the shares subject to the option, including no voting rights and no right to receive dividends or dividend equivalents. The vesting schedules for executive stock option grants are generally as follows: •Stock option grant upon hire: vests twenty-five percent (25%) after one year, and the remaining portion of the grant vests monthly over the following thirty-six (36) months. •Annual stock option grant: vests twenty-five percent (25%) after one year, and the remaining portion of the grant vests monthly over the following thirty-six (36) months. In each case, vesting of each installment of these awards is subject to the grantee’s continued employment or service with the Company or one of our subsidiaries through each applicable vesting date. In determining annual long-term incentive grants for NEOs, the Compensation Committee reviews market data for annual long-term incentive grant levels and groups the NEOs accordingly, and considers the factors described in the “Approach to Compensation” section above. The Compensation Committee generally endeavors to provide awards that are competitive with our peer group. In November 2024, the Compensation Committee approved the grants of stock options under our 2020 Share Option and Incentive Plan, or the 2020 Plan, to each of our NEOs that were awarded in January 2025. The following table sets forth the number of shares of common stock issuable upon exercise of the stock options granted to our NEOs in 2025:

  36. Long-term incentives

    | Named Executive Officer | Number of Stock Options Granted (#) | Exercise Price ($) | | Carl L.G. Hansen, Ph.D. | 2,730,109 | 2.93 | | Andrew Booth | 1,352,054 | 2.93 | | Véronique Lecault, Ph.D. | 832,033 | 2.93 | | Tryn Stimart | 832,033 | 2.93 |

  37. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Our NEOs are entitled to certain benefits if an executive’s employment terminates in certain circumstances or if a change of control occurs. We believe that such benefits are an important component of each NEO’s overall compensation, as they help us attract and retain our key executives who may have other job alternatives that appear more attractive absent these protections. If any payment or other benefit provided to an NEO constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, the Code, and would be subject to an excise tax imposed by Section 4999 of the Code, then the amounts actually paid to that NEO will be reduced to the extent that such a reduction would result in the NEO receiving a greater amount than he or she would have received if the payment had been made in full. Each NEO’s right to receive these severance benefits is subject to his or her providing a release of claims in favor of us. These benefits are further described under the “Estimated Payments and Benefits Upon Termination or Change of Control” section of this proxy statement.

  38. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, or paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2023, 2024, and 2025.

  39. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Carl L.G. Hansen, Ph.D. | 2025 | 550,000 | 357,908 | 5,361,934 | 23,244 | 6,293,085 | | Chief Executive Officer | 2024 | 460,000 | 263,840 | 7,498,656 | 22,996 | 8,245,492 | | | 2023 | 460,000 | 236,577 | — | 18,362 | 714,939 | | Andrew Booth | 2025 | 485,000 | 218,567 | 2,655,434 | 23,244 | 3,382,244 | | Chief Financial Officer | 2024 | 460,000 | 188,680 | 2,756,858 | 23,040 | 3,428,578 | | | 2023 | 460,000 | 191,747 | — | 22,808 | 674,555 | | Véronique Lecault, Ph.D. | 2025 | 454,000 | 204,402 | 1,634,113 | 23,244 | 2,315,758 | | Chief Technology Officer | 2024 | 460,000 | 184,666 | 2,756,858 | 23,040 | 3,424,564 | | | 2023 | 460,000 | 167,779 | — | 22,808 | 650,587 | | Tryn Stimart | 2025 | 470,000 | 211,125 | 1,634,113 | 28,150 | 2,343,388 | | Chief Legal Officer, Chief Compliance Officer, Corporate Secretary, and Privacy Officer | 2024 | 460,000 | 194,580 | 2,205,487 | 30,500 | 2,890,567 | | | 2023 | 460,000 | 180,090 | — | 27,600 | 667,690 |

  40. 2025 Summary Compensation Table

    __________________________ (1)Base salary for all executives is determined in USD. For Canadian resident executives, base salary and bonus is paid in Canadian dollars. The 2025 base salary and bonus amounts are translated here into USD using the 2025 weighted-average exchange ratio of CAD $1.40:USD $1.00 as set forth by the Bank of Canada. The decrease in salary disclosed for Dr. Lecault’s salary is due to foreign exchange conversion. (2)The amounts reported represent annual discretionary cash incentive bonuses earned by our NEOs, based on our achievement of certain corporate performance and, for our NEOs other than our CEO, individual performance goals for 2025. For more information on these bonuses, see the description of the annual performance bonuses under “Annual Cash Incentive Bonus” above. Dr. Lecault’s 2023 bonus payment was awarded based on 2023 performance, but she declined to accept the bonus. (3)The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers during the 2024 and 2025 fiscal years, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the underlying common shares. To better align with the Company’s performance year and company-wide award granting process, the annual NEO equity grant timing was moved from December annually to January, with the first grant occurring in January 2024. As such, no equity awards were granted in 2023. (4)The amounts reported represent employer contributions to the Canadian NEO’s (Dr. Hansen, Mr. Booth, and Dr. Lecault) RRSP plans and to the American NEO’s (Mr. Stimart) 401 (k) plan. The Canadian RRSP contributions are paid semi-monthly in CAD, and translated here at the 2025 weighted-average exchange ratio of CAD $1.40:USD $1.00 as set forth by the Bank of Canada.

  41. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table shows information on plan-based awards granted to our NEOs during the fiscal year ended December 31, 2025.

  42. 2025 Grants of Plan-Based Awards Table

    | Name(1) | Grant Date | All other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant date fair value of Stock and Option Awards($)(2) | | Carl L.G. Hansen, Ph.D. | | | | | | Annual Stock Option Grant | 1/1/2025 | 2,730,109 | $2.93 | 5,361,934 | | Andrew Booth | | | | | | Annual Stock Option Grant | 1/1/2025 | 1,352,054 | $2.93 | 2,655,434 | | Véronique Lecault, Ph.D. | | | | | | Annual Stock Option Grant | 1/1/2025 | 832,033 | $2.93 | 1,634,113 | | Tryn Stimart | | | | | | Annual Stock Option Grant | 1/1/2025 | 832,033 | $2.93 | 1,634,113 |

  43. 2025 Grants of Plan-Based Awards Table

    (1)Represents options granted under our 2020 Plan. Each stock option grant is subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2025 Year-End Table” below. (2)The amounts reported represent the aggregate grant date fair value of the stock options granted to our directors during the 2025 fiscal year, calculated in accordance with ASC Topic 718. Such grant date fair values do not consider any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying common shares.

  44. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025:

  45. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | | Options Awards | | | | | | Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | | Carl L.G. Hansen, Ph.D. | 1/1/2025(7) | 1/1/2025 | — | 2,730,109 | — | 2.93 | 1/1/2035 | | | 1/14/2024(7) | 1/14/2024 | 1,004,109 | 1,091,423 | — | 5.39 | 1/14/2034 | | | 12/1/2022(7) | 12/1/2022 | 693,801 | 231,268 | — | 13.18 | 12/1/2032 | | | 12/7/2021(3) | 12/7/2021 | 920,312 | — | — | 14.55 | 12/7/2031 | | | 12/10/2020(4) | 12/10/2020 | 496,000 | — | — | 20.00 | 12/10/2030 | | | 10/29/2020(2)(3) | 10/29/2020 | 3,823,310 | — | — | 2.30 | 10/29/2030 | | Andrew Booth | 1/1/2025(7) | 1/1/2025 | — | 1,352,054 | — | 2.93 | 1/1/2035 | | | 1/14/2024(7) | 1/14/2024 | 369,157 | 401,259 | — | 5.39 | 1/14/2034 | | | 12/1/2022(7) | 12/1/2022 | 364,245 | 121,416 | — | 13.18 | 12/1/2032 | | | 12/7/2021(3) | 12/7/2021 | 406,020 | — | — | 14.55 | 12/7/2031 | | | 12/10/2020(4) | 12/10/2020 | 228,800 | — | — | 20.00 | 12/10/2030 | | | 3/23/2020(2)(6) | 3/23/2020 | 1,500,000 | — | — | 0.32 | 8/22/2029 | | | 10/30/2019(2)(3) | 8/22/2019 | 2,950,000 | — | — | 0.32 | 8/22/2029 | | | 12/31/2017(2)(5) | 6/15/2016 | 250,000 | — | — | 0.19 | 6/15/2026 | | Véronique Lecault, Ph.D. | 1/1/2025(7) | 1/1/2025 | — | 832,033 | — | 2.93 | 1/1/2035 | | | 1/14/2024(7) | 1/14/2024 | 369,157 | 401,259 | — | 5.39 | 1/14/2034 | | | 12/1/2022(7) | 12/1/2022 | 346,901 | 115,634 | — | 13.18 | 12/1/2032 | | | 12/7/2021(3) | 12/7/2021 | 406,020 | — | — | 14.55 | 12/7/2031 | | | 12/10/2020(4) | 12/10/2020 | 190,800 | — | — | 20.00 | 12/10/2030 | | | 10/29/2020(2)(3) | 10/29/2020 | 2,000,000 | — | — | 2.30 | 10/29/2030 | | Tryn Stimart | 1/1/2025(7) | 1/1/2025 | — | 832,033 | — | 2.93 | 1/1/2035 | | | 1/14/2024(7) | 1/14/2024 | 295,326 | 321,007 | — | 5.39 | 1/14/2034 | | | 12/1/2022(7) | 12/1/2022 | 260,175 | 86,726 | — | 13.18 | 12/1/2032 | | | 12/7/2021(3) | 12/7/2021 | 270,680 | — | — | 14.55 | 12/7/2031 | | | 12/10/2020(4) | 12/10/2020 | 190,800 | — | — | 20.00 | 12/10/2030 | | | 10/29/2020(2)(3) | 10/29/2020 | 600,000 | — | — | 2.30 | 10/29/2030 | | | 10/30/2019(2)(3) | 8/22/2019 | 1,250,000 | — | — | 0.32 | 8/22/2029 |

  46. Outstanding Equity Awards at 2025 Fiscal Year-End

    __________________________ (1)The stock option awards granted on or after AbCellera’s IPO date of December 10, 2020, were granted under our 2020 Plan. The stock option award is subject to certain acceleration provisions as provided under the Severance Plan. (2)The stock option award was granted under our Pre-IPO Plan (as defined below). The stock option award is subject to certain acceleration provisions as provided under the Severance Plan. Awards granted prior to AbCellera’s IPO date of December 10, 2020, were granted with a per share exercise price denominated in CAD. In 2021, all pre-IPO award exercise prices were converted, for administrative convenience, from CAD to USD using the Bank of Canada's foreign exchange rate as of the award grant date. Differences in the previously reported option exercise price are attributable to the 2021 conversion compared to previously reported amounts translated at a weighted-average exchange rate. (3)One-fourth of the shares subject to the stock option vests on the one-year anniversary of the vesting commencement date and the remaining vests in equal quarterly installments for the next three (3) years, subject to the NEO’s continuous service relationship with us through each such date. The stock option award is subject to certain acceleration provisions as provided under the Severance Plan. (4)One-fourth of the shares subject to the stock option vests on December 31, 2021, and the remaining vests in equal quarterly installments for the next three (3) years, subject to the named executive officer’s continuous service relationship with us through each such date. The stock option award is subject to certain acceleration provisions as provided under the Severance Plan. (5)One-sixth of the shares subject to the stock option vests on the one-year anniversary of the vesting commencement date and the remaining vests in equal annual installments thereafter for the next five (5) years. (6)These options were performance-based awards contingent on securing Series B financing. These options were granted and fully vested on March 23, 2020, when the Company secured Series B financing. (7)One-fourth of the shares subject to the stock option vests on the one-year anniversary of the vesting commencement date and the remaining vests in equal monthly installments for the next three (3) years, subject to the named executive officer’s continuous service relationship with us through each such date. The stock option award is subject to certain acceleration provisions as provided under the Severance Plan.

  47. 2025 Option Exercises and Stock Vesting Table

    2025 Option Exercises and Stock Vesting Table There were no stock options exercised by our NEOs during the year ended December 31, 2025.

  48. Estimated Payments and Benefits Upon Termination or Change of Control

    Estimated Payments and Benefits Upon Termination or Change of Control The amount of compensation and benefits payable to each of our NEOs in various termination of employment and change in control situations, assuming that the triggering event occurred on December 31, 2025, has been estimated in the tables below. The closing price of the Company’s common shares on the NASDAQ Global Select Market as of December 31, 2025, the last trading day of 2025, was $3.42 per share. The value of the unvested stock options was calculated by multiplying the number of unvested options subject to vesting acceleration as of December 31, 2025, by the difference between the closing price of the Company’s common shares as of December 31, 2025, and the exercise price for such unvested option shares. The following table sets forth the potential payments and benefits upon employment termination or a sale event for our NEOs, as if the triggering event occurred on December 31, 2025:

  49. Estimated Payments and Benefits Upon Termination or Change of Control

    | Payments and Benefits | Cash Severance Payments ($) | Value of Stock Options ($) | Other Payments ($)(5) | Total ($) | | Carl L.G. Hansen, Ph.D. | | | | | | Termination Not in Connection with a Change in Control | 825,000(1) | — | 8,100 | 833,100 | | Termination in Connection with a Change in Control | 1,361,250(2) | 1,337,753 | 8,100 | 2,707,103 | | Andrew Booth | | | | | | Termination Not in Connection with a Change in Control | 485,000(3) | — | 5,400 | 490,400 | | Termination in Connection with a Change in Control | 703,250(4) | 662,506 | 5,400 | 1,371,156 | | Véronique Lecault, Ph.D. | | | | | | Termination Not in Connection with a Change in Control | 454,000(3) | — | 2,445 | 456,445 | | Termination in Connection with a Change in Control | 658,300(4) | 407,696 | 2,445 | 1,068,441 | | Tryn Stimart | | | | | | Termination Not in Connection with a Change in Control | 470,000(3) | — | 43,383 | 513,383 | | Termination in Connection with a Change in Control | 681,500(4) | 407,696 | 43,383 | 1,132,579 |

  50. Estimated Payments and Benefits Upon Termination or Change of Control

    __________________________ (1)Represents eighteen (18) months of base salary. (2)Represents eighteen (18) months of base salary and 1.5 times the annual target bonus. (3)Represents twelve (12) months of base salary. (4)Represents twelve (12) months base salary and annual target bonus. (5)For Canadian named executive officers (Dr. Hansen, Mr. Booth, and Dr. Lecault) amounts shown in the “Other Payments” column relate to contributions to our extended medical benefits premiums paid in CAD calculated at a ratio of CAD $1.37:USD $1.00 as set forth by the Bank of Canada on December 31, 2025. For the U.S. named executive officer, Mr. Stimart, these amounts relate to monthly COBRA cost of medical insurance elected by Mr. Stimart during the fiscal year 2025, multiplied by twelve (12) months.

  51. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all our employees other than our principal executive officer. During fiscal 2025, our principal executive officer was our Chief Executive Officer, Carl L.G. Hansen, Ph.D. In accordance with Item 402(u) of Regulation S-K, we identified the median employee as of October 31, 2025 (including all employees, whether employed on a full-time or part-time basis), by aggregating for each employee employed on this date, (i) annual base salary or wages for 2025, (ii) target cash incentive compensation for 2025, (iii) company retirement savings contributions and (iv) the estimated accounting value of any equity awards granted during 2025. For employees hired during 2025, we annualized their base salary as if they had been employed for the full year in 2025. We did not exclude workers in non-U.S. countries and, accordingly, compensation paid to employees in a foreign currency were translated to USD using the weighted average foreign exchange rate per the Bank of Canada for the period. We chose this as our consistently applied compensation measure because we believed it was representative of employee compensation at AbCellera. We then ranked our employees from lowest to highest using this compensation measure. This calculation was performed for all our employees who were employed on October 31, 2025, excluding Dr. Hansen. Once we selected the median employee, we calculated this employee’s compensation in the same manner as we calculated Dr. Hansen’s compensation for purposes of the Summary Compensation Table. For 2025, the annual total compensation for Dr. Hansen, as reported in the Summary Compensation Table, was $6,293,085, and the annual total compensation for our median employee, who is employed as a research scientist, as calculated using Summary Compensation Table requirements was $122,119, resulting in an estimated pay ratio of approximately 52:1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  52. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Compensation Discussion and Analysis”. The following table reports the compensation of our CEO (our Principal Executive Officer, or PEO) and the average compensation of the other Named Executive Officers (Non-PEO NEOs) as reported in the Summary Compensation Table in our proxy statements for the past four years, as well as their compensation actually paid, as calculated pursuant to SEC rules and certain performance measures required by the rules. The compensation actually paid values included in the table below reflect a measure of compensation which is a combined realizable and realized pay measure predicated on fair value. The grant date fair values included in the Summary Compensation Table have been replaced with fair values reflecting the change in value of equity awards during the fiscal year. The calculations do not reflect the actual sale of stock underlying equity awards or the exercise of stock options by the executive.

  53. 2025 Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table for Non- PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (000's)(6) | | 2025 | 6,293,085 | 7,266,354 | 2,680,463 | 2,935,275 | 8.50 | 119.92 | (146,412) | | 2024 | 8,245,492 | (347,459) | 3,247,903 | 363,486 | 7.28 | 90.58 | (162,857) | | 2023 | 714,939 | (14,618,203) | 664,277 | (6,641,729) | 14.19 | 91.84 | (146,398) | | 2022 | 8,797,688 | (12,524,464) | 4,714,723 | (2,497,408) | 25.17 | 88.53 | 158,519 | | 2021 | 9,116,252 | (122,890,934) | 4,065,590 | (42,221,946) | 35.54 | 99.37 | 153,464 |

  54. 2025 Pay Versus Performance Table

    __________________________ (1)Dr. Hansen was our principal executive officer for all years shown. The amounts reported represent the “compensation actually paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. In accordance with Item 402(v) of Regulation S-K. Below are the adjustments made to the amount reported for our PEO in the “Total” column of the Summary Compensation Table for each year made during each year to arrive at compensation actually paid to our principal executive officer during each year shown:

  55. 2025 Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Summary Compensation Table Value of Equity Awards ($)(a) | Equity Award Adjustments($)(b) | Compensation Actually Paid to PEO ($) | | 2025 | 6,293,085 | (5,361,934) | 6,335,203 | 7,266,354 | | 2024 | 8,245,492 | (7,498,656) | (1,094,295) | (347,459) | | 2023 | 714,939 | — | (15,333,142) | (14,618,203) | | 2022 | 8,797,688 | (8,086,219) | (13,235,933) | (12,524,464) | | 2021 | 9,116,252 | (8,499,587) | (123,507,599) | (122,890,934) |

  56. 2025 Pay Versus Performance Table

    __________________________ (a)The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year. (b)The equity award adjustments for each fiscal year include the following: (i) the addition (or subtraction, if applicable) of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; and (iii) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  57. 2025 Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards ($)(i) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)(ii) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)(iii) | Total Equity Award Adjustments ($) | | 2025 | 6,058,112 | 209,449 | 67,642 | 6,335,203 | | 2024 | 3,048,999 | (1,201,603) | (2,941,691) | (1,094,295) | | 2023 | — | (9,593,655) | (5,739,487) | (15,333,142) | | 2022 | 5,732,653 | (12,525,740) | (6,442,846) | (13,235,933) | | 2021 | 8,288,330 | (99,890,247) | (31,905,682) | (123,507,599) |

  58. 2025 Pay Versus Performance Table

    (2)The amounts reported represent the average of the amounts reported for the Company’s named executive officers as a group (excluding our PEO), in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers included for purposes of calculating the average amounts were (i) for 2025, 2024, and 2023, Véronique Lecault, Tryn Stimart, and Andrew Booth (ii) for 2022, Véronique Lecault, Tryn Stimart, Andrew Booth, and Neil Aubuchon, and (iii) for 2021, Véronique Lecault, Tryn Stimart, Andrew Booth, and Neil Berkley. (3)The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made were made to the average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 1:

  59. 2025 Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Summary Compensation Table Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,680,463 | (1,974,553) | 2,229,365 | 2,935,275 | | 2024 | 3,247,903 | (2,573,068) | (311,349) | 363,486 | | 2023 | 664,277 | — | (7,306,006) | (6,641,729) | | 2022 | 4,714,723 | (4,060,547) | (3,151,584) | (2,497,408) | | 2021 | 4,065,590 | (3,551,538) | (42,735,998) | (42,221,946) |

  60. 2025 Pay Versus Performance Table

    __________________________ (a)The amounts reported represent the average of the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year. (b)The equity award adjustments for each fiscal year include the amounts noted in footnote 1(b). The amounts deducted or added in calculating the equity award adjustments are as follows:

  61. 2025 Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | 2,230,923 | 72,698 | (74,256) | 2,229,365 | | 2024 | 1,046,225 | (582,419) | (775,155) | (311,349) | | 2023 | — | (3,065,428) | (4,240,578) | (7,306,006) | | 2022 | 2,898,418 | (3,624,927) | (2,425,075) | (3,151,584) | | 2021 | 3,401,518 | (33,634,988) | (12,502,528) | (42,735,998) |

  62. 2025 Pay Versus Performance Table

    (4)Total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (5)Represents the weighted peer group TSR. The peer group used for this purpose is the Nasdaq Biotechnology Index (“NBI”), a published industry index. (6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. The Company aims to bring antibody drug candidates from target to clinic by combining expertise, technologies, and infrastructure for antibody drug discovery and development. To execute, the Company will continue to invest in its discovery and development capabilities and in its internal pipeline of programs. Future revenues may take time to realize, if at all, and the Company could experience significant fluctuations and unpredictability in annual operating results for the foreseeable future. Further, following the Company’s IPO in December 2020, the Company has experienced significant volatility in its share price. As such, the Company does not consider net income or total shareholder return in setting Company goals and determining executive compensation. Rather, the Company focuses on growth through setting annual goals, as described above in the section titled “Compensation Discussion and Analysis”, that more accurately reflect the discovery and development process, market acceptance, and future economic potential of the Company’s discovery and development capabilities.

  63. Description of the Relationship Between Compensation Actually Paid and Selected Performance Metrics

    Description of the Relationship Between Compensation Actually Paid and Selected Performance Metrics As described above in the section titled “Compensation Discussion and Analysis”, the Company’s compensation program is designed to attract and retain high-performing talent in our industry, motivate our executive officers to create long-term, enhanced shareholder value, and provide a fair reward for executive effort and stimulate professional and personal growth. The Company uses several performance measures to align executive compensation with Company performance, not all of which are presented in the Pay versus Performance table above. Moreover, the Company calculates compensation to the PEO and other NEOs on a basis different than the amount reported in the Summary Compensation Table and compensation actually paid, as calculated in accordance with Item 402(v) of Regulation S-K, is not considered by the Board and the Compensation Committee in evaluating or determining executive compensation. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between compensation actually paid and the financial performance metrics presented in the Pay versus Performance table.

  64. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR The graph below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to the Company’s other NEOs and the Company’s TSR for the five years presented in the Pay versus Performance table. The Company does not use TSR as a performance measure in its executive compensation program.

  65. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The graph below shows the relationship between compensation actually paid to our PEO and the average compensation actually paid to the Company’s other NEOs to the Company’s net income for the five years presented in the Pay versus Performance table. The Company does not use net income as a performance measure in its executive compensation program.

  66. Executive Officers and Directors Compensation

    Executive Officers and Directors Compensation See the sections titled “Executive Compensation” and “Director Compensation” appearing elsewhere in this proxy statement for information regarding compensation arrangements and share option grants for our executive officers and our directors.