DEF 14A of 10x Genomics, Inc., Apr 26, 2024

DEF 14A of 10x Genomics, Inc.

Filed Apr 26, 2024 · FY20230001770787-24-000029

Open on EDGAR

  1. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In 2023, each of our non-employee directors was entitled to annual compensation in accordance with the following non-employee director compensation policy. Cash compensation under our non-employee director compensation policy includes: •an annual cash retainer of $50,000 (increased to $55,000 effective April 26, 2024); and •the non-employee director serving as chair of our board of directors and each non-employee director serving as a member or chair, as applicable, of the following committees of our board of directors receive the following additional annual retainers: •Chair of the Board of Directors: $50,000 •Audit Committee Chair: $20,000 (increased to $25,000 effective April 26, 2024) •Audit Committee Member: $10,000 •Compensation Committee Chair: $18,250 effective April 28, 2023 (which was $15,000 prior to such date) •Compensation Committee Member: $8,000 effective April 28, 2023 (which was $7,500 prior to such date) •Nominating and Corporate Governance Chair: $10,000 (increased to $12,500 effective April 26, 2024) and •Nominating and Corporate Governance Member: $5,000. All cash retainers are paid quarterly in arrears and prorated for any partial service or adjustment to annual retainer amount. In 2023, equity compensation under our non-employee director compensation policy included initial equity awards and annual equity awards as described below. The Board amended our non-employee director compensation policy on April 26, 2024. Under the non-employee director compensation policy effective as of April 26, 2024, equity compensation includes initial equity awards and annual equity awards as described below. Prior to April 26, 2023, each non-employee director who was initially elected or appointed to our board of directors on any date other than the date of an annual meeting was automatically granted (x) a number of restricted stock units that would, upon vesting, settle in shares of our Class A common stock, which number was determined by dividing $200,000 by the average closing price per share of Class A common stock over the first twenty trading days of the month that immediately followed the month in which such non-employee director’s initial election or appointment occurred and (y) a nonqualified stock option under which the non-employee director would, upon vesting, be entitled to exercise such option to purchase a number of shares of our Class A common stock calculated by dividing $200,000 by the average closing price per share of our Class A common stock over the first twenty trading days of the month that immediately followed the month in which such non-employee director’s initial election or appointment occurred and then multiplying the quotient thereof by 2.5, for a per share exercise price equal to the fair market value (as defined in our 2019 Omnibus Incentive Plan) of a share of Class A common stock on the date of grant. Each initial award of stock options shall have vested as to one-third of such award on the first anniversary of the date of the non-employee director awardee’s initial election or

  2. Non-Employee Director Compensation Policy

    | 10X GENOMICS, INC. | 20 | 2024 PROXY STATEMENT |

  3. Non-Employee Director Compensation Policy

    appointment to our board of directors and thereafter vested in equal monthly installments for the following two years. Each initial award of restricted stock units shall have vested as to one-third of such award on the first anniversary of the first to occur, on or following the date on which such initial award was granted, of February 21, May 21, August 21 or November 21 following the initial award grant date and thereafter vested in equal quarterly installments for the following two years. Prior to April 26, 2023, each non-employee director who served on the Board as of the date of any annual meeting of the company’s stockholders and who continued to serve as a non-employee director immediately following such annual meeting was automatically granted, on the date of such annual meeting, (x) a number of restricted stock units that would, upon vesting, settle in shares of our Class A common stock, which number was determined by dividing $100,000 by the average closing price per share of Class A common stock over the twenty trading days commencing on the first day of the most recent open trading window preceding such annual meeting and (y) a nonqualified stock option under which the non-employee director would, upon vesting, be entitled to exercise such option to purchase a number of shares of our Class A common stock calculated by dividing $100,000 by the average closing price per share of Class A common stock over the twenty trading days commencing on the first day of the first open trading window preceding such annual meeting and then multiplying the quotient thereof by 2.5, for a per share exercise price equal to the fair market value (as defined in our 2019 Omnibus Incentive Plan) of a share of our Class A common stock on the date of such annual meeting. A non-employee director elected for the first time to our board of directors at an annual meeting would have only received an annual award in connection with such election, and shall not have received any initial award (as described above). Each annual award of stock options shall have vested in twelve equal monthly installments following the date of the annual meeting on which such annual award was granted. Each annual award of restricted stock units shall have vested in four equal quarterly installments following the date of the annual meeting on which such annual award was granted, with one fourth of such annual award of restricted stock units vesting on the first to occur, on or following the date of the annual meeting on which such annual award was granted, of February 21, May 21, August 21 or November 21 following the date of such annual meeting, and one fourth of each annual award of restricted stock units vesting quarterly thereafter. Effective April 26, 2024, each non-employee director who is initially elected or appointed to our board of directors on any date other than the date of an annual meeting is automatically granted, on the last business day of the month that follows the month in which such non-employee director's initial election or appointment occurred, a number of restricted stock units that will, upon vesting, settle in shares of our Class A common stock, which number is determined by dividing $400,000 by the average closing price per share of Class A common stock over the first twenty trading days of the month that immediately follows the month in which such non-employee director’s initial election or appointment occurs. Each initial award of restricted stock units shall vest as to one-third of such award on the first anniversary of the first to occur, on or following the date on which such initial award is granted, of February 21, May 21, August 21 or November 21 following the initial award grant date and thereafter vest in equal quarterly installments for the following two years. Effective April 26, 2024, each non-employee director who serves on the Board as of the date of any annual meeting of the company’s stockholders and will continue to serve as a non-employee director immediately following such annual meeting is automatically granted, on the date of such annual meeting, a number of restricted stock units that will, upon vesting, settle in shares of our Class A common stock, which number is determined by dividing $215,000 by the average closing price per share of Class A common stock over the twenty trading days commencing on the first day of the most recent open trading window preceding such annual meeting. A non-employee director elected for the first time to our board of directors at an annual meeting shall only receive an annual award in connection with such election, and shall not receive any initial award (as described above). Each annual award of restricted stock units shall vest in four equal quarterly installments following the date of the annual meeting on which such annual award is granted, with one fourth of such annual award of restricted stock units vesting on the first to occur, on or following the date of the annual meeting on which such annual award is granted, of February 21, May 21, August 21 or November 21 following the date of such annual meeting, and one fourth of each annual award of restricted stock units vesting quarterly thereafter.

  4. Non-Employee Director Compensation Policy

    | 10X GENOMICS, INC. | 21 | 2024 PROXY STATEMENT |

  5. Non-Employee Director Compensation Policy

    In each case, the equity awards granted will vest in full immediately prior to the occurrence of a change in control. Our directors are not paid any fees for attending meetings. However, our directors are eligible for reimbursement for travel and lodging expenses associated with attendance at board or committee meetings.

  6. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding compensation earned during the fiscal year ended December 31, 2023 by each non-employee director for his or her service on the board of directors and any committee(s). Our employee directors receive no additional compensation for serving on our board of directors. The compensation paid to Dr. Saxonov for serving as our Chief Executive Officer and Dr. Hindson for serving as our President and Chief Scientific Officer is set forth in the Summary Compensation Table in the Executive Compensation section below.

  7. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | | John R. Stuelpnagel | 127,196 | 107,461 | 168,928 | 403,585 | | Sri Kosaraju | 70,000 | 107,461 | 168,928 | 346,389 | | Mathai Mammen | 55,000 | 107,461 | 168,928 | 331,389 | | Kimberly J. Popovits | 62,316 | 107,461 | 168,928 | 338,705 | | Bryan E. Roberts(3) | 37,201 | 107,461 | 168,928 | 313,590 | | Shehnaaz Suliman | 60,000 | 107,461 | 168,928 | 336,389 |

  8. Non-Employee Director Compensation Table

    (1)The fees paid to non-employee directors are described above under the heading “Non-Employee Director Compensation Policy.” (2)The amounts shown represent the grant date fair value of the equity awards granted to our non-employee directors in fiscal year 2023, as computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used to determine the grant date fair value of the equity awards granted to our non-employee directors in fiscal year 2023, see Note 9 of Notes to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. There can be no assurance that options will be exercised or that the restricted stock units ("RSUs") will vest in full (in which case no value with respect to such options or RSUs will be realized by the individual) or that the value upon exercise or upon vesting, as applicable, will approximate the fair value as computed in accordance with FASB ASC Topic 718. As of December 31, 2023, the aggregate number of outstanding stock options to purchase shares of our Class A common stock held by each of our non-employee directors who served during fiscal year 2023 included: Mr. Kosaraju, 100,123; Dr. Mammen, 15,956; Ms. Popovits, 26,286; Dr. Stuelpnagel, 15,956; and Dr. Suliman, 115,956. As of December 31, 2023 the aggregate number of outstanding RSUs which vest and settle into shares of our Class A common stock held by each of our non-employee directors who served during fiscal year 2023 included: Mr. Kosaraju, 933; Dr. Mammen, 933; Ms. Popovits, 933; Dr. Stuelpnagel, 933; and Dr. Suliman, 933. (3)Dr. Roberts resigned from our board of directors on July 18, 2023. As of December 31, 2023, Dr. Roberts did not hold any outstanding options or RSUs.

  9. Non-Employee Director Compensation Table

    | 10X GENOMICS, INC. | 22 | 2024 PROXY STATEMENT |

  10. Non-Employee Director Compensation Table

    | MATTERS TO COME BEFORE THE 2024 ANNUAL MEETING |

  11. Non-Employee Director Compensation Table

    Proposal One Election of Directors

  12. Non-Employee Director Compensation Table

    | Board of Directors Composition Our board of directors currently consists of seven members, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and amended and restated bylaws. One director in Class II will stand for election at the 2024 Annual Meeting. The terms of office for directors in Class III and Class I will expire at our Annual Meetings of Stockholders to be held in 2025 and 2026, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that the Class II nominee named below and currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at our 2027 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified, or until her earlier death, resignation, disqualification or removal. | | | | RECOMMENDATION OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS II DIRECTOR NOMINEE SET FORTH UNDER PROPOSAL ONE |

  13. Non-Employee Director Compensation Table

    | Name | Age | Class | Position | | Serge Saxonov | 47 | I | Chief Executive Officer and Director | | Benjamin J. Hindson | 49 | I | Chief Scientific Officer, President and Director | | John R. Stuelpnagel(1)(2)(3) | 66 | I | Chairman of our Board of Directors | | Sri Kosaraju(1)(3) | 46 | III | Director | | Mathai Mammen(4) | 56 | III | Director | | Kimberly J. Popovits(1)(2)(5) | 65 | II | Director | | Shehnaaz Suliman(3)(4) | 52 | III | Director |

  14. Non-Employee Director Compensation Table

    (1)Member of our audit committee. (2)Member of our compensation committee. (3)Member of our mergers and acquisitions committee. (4)Member of our nominating and corporate governance committee. (5)Ms. Popovits joined our audit committee, effective as of July 18, 2023, upon Dr. Bryan Roberts' resignation from our board of directors.

  15. Non-Employee Director Compensation Table

    | 10X GENOMICS, INC. | 23 | 2024 PROXY STATEMENT |

  16. Nominees

    Nominees

  17. Nominees

    | | | Kimberly J. Popovits has served on our board of directors since March 2020. She served as President and Chief Executive Officer of Genomic Health, Inc., a publicly traded healthcare company, from January 2009, and as Chairman of the Board of Genomic Health, Inc. from March 2012, until the acquisition of Genomic Health, Inc. by Exact Sciences Corporation in November 2019. Ms. Popovits previously served as President and Chief Operating Officer of Genomic Health from February 2002 to January 2009. From November 1987 to February 2002, Ms. Popovits served in various roles at Genentech, Inc., most recently serving as Senior Vice President, Marketing and Sales from February 2001 to February 2002, and as Vice President, Sales from October 1994 to February 2001. Prior to joining Genentech, Ms. Popovits served as Division Manager, Southeast Region, for American Critical Care, a Division of American Hospital Supply, a supplier of healthcare products to hospitals. Ms. Popovits has served on the board of directors of Talis Biomedical Corporation, a publicly-traded biotechnology company, since March 2020, where she also served as Interim Chief Executive Officer from August 2021 to November 2021. Ms. Popovits has also served on the board of Kiniksa Pharmaceuticals, Ltd., a publicly-traded biopharmaceutical company, since February 2018. She previously served on the board of directors of MyoKardia, Inc., a publicly-traded biopharmaceutical company that was subsequently acquired by Bristol Myers Squibb, and ZS Pharma Inc., a publicly-traded biopharmaceutical company that was subsequently acquired by AstraZeneca. She holds a B.A. in Business from Michigan State University. WE BELIEVE THAT MS. POPOVITS IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HER SENIOR MANAGEMENT EXPERIENCE IN HEALTHCARE AND BIOTECHNOLOGY AND HER MANY YEARS OF EXPERIENCE WITH COMMERCIAL STRATEGY AND CAPABILITY BUILDING. | | | Kimberly J. Popovits Age: 65 Director Since: 2020 | |

  18. Nominees

    | 10X GENOMICS, INC. | 24 | 2024 PROXY STATEMENT |

  19. Continuing Directors

    Continuing Directors

  20. Continuing Directors

    | | | Benjamin J. Hindson, Ph.D. co-founded 10x Genomics, Inc. in July 2012, has served as our Chief Scientific Officer and President since October 2012 and has served on our board of directors since July 2012. Dr. Hindson served as our President of Technology and Treasurer from July 2012 until October 2012 and as our Secretary from October 2012 until April 2014. Prior to co-founding our company, Dr. Hindson was Co-founder and Chief Scientific Officer of QuantaLife, a privately-held life sciences company from August 2008 until its sale to Bio-Rad Laboratories in October 2011. From 2002 to 2008, Dr. Hindson served in various positions at Lawrence Livermore National Laboratory in the Chemical and Biological Weapons Non-proliferation Program. Dr. Hindson earned his B.Sc. in Chemistry and his Ph.D. in Chemistry from Deakin University, Australia. WE BELIEVE THAT DR. HINDSON IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE AS OUR CO-FOUNDER, PRESIDENT AND CHIEF SCIENTIFIC OFFICER, INDUSTRY KNOWLEDGE, PREVIOUS EXPERIENCE AND EXTENSIVE ACADEMIC TRAINING. | | | Benjamin J. Hindson, Ph.D. Age: 49 Director Since: 2012 | |

  21. Continuing Directors

    | | | Sri Kosaraju has served on our board of directors since April 2019. Mr. Kosaraju has served as President and Chief Executive Officer of Inscripta since October 2020. In addition, Mr. Kosaraju has served on the board of Nevro Corp., a publicly traded medical device company, since August 2021. Previously, Mr. Kosaraju served as President of Penumbra, a publicly traded medical device company, from August 2019 to May 2020, Chief Financial Officer from May 2015 to November 2019 and as Head of Strategy from May 2015 to August 2019. Prior to joining Penumbra, he worked in investment banking for J.P. Morgan Securities LLC from 1999 to May 2015, where he held a variety of positions with successively greater responsibility, most recently Managing Director of Equity Capital Markets, Head of Healthcare Equity Capital Markets and co-Head of Technology, Media, Telecom Equity Capital Markets. Prior to entering J.P. Morgan’s equity capital markets group in 2006, Mr. Kosaraju served in various practice groups at J.P. Morgan, including Equity Derivatives from 2003 to 2006 and Technology, Media, Telecom Investment Banking Coverage from 1999 to 2003. He received a B.S. from Massachusetts Institute of Technology in 1999. WE BELIEVE THAT MR. KOSARAJU IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE IN FINANCE AND THE HEALTHCARE SECTOR, INCLUDING SERVING AS AN EXECUTIVE AT A PUBLICLY TRADED HEALTHCARE TECHNOLOGY COMPANY. | | | Sri Kosaraju Age: 46 Director Since: 2019 | |

  22. Continuing Directors

    | 10X GENOMICS, INC. | 25 | 2024 PROXY STATEMENT |

  23. Continuing Directors

    | | | Mathai Mammen, M.D., Ph.D. has served on our board of directors since August 2017. He has served as Chief Executive Officer and Chairman of the board of directors of FogPharma, a privately-held clinical-stage precision medicine biopharmaceutical company, since June 2023. Dr. Mammen served as Executive Vice President, Pharmaceuticals, R&D, Johnson & Johnson from January 2022 to August 2022, and previously served as global head, R&D at the Janssen Pharmaceutical Companies of Johnson & Johnson from June 2017 to January 2022. Prior to joining Janssen Pharmaceutical Companies, Dr. Mammen was Senior Vice President at Merck Research Laboratories from March 2016 to June 2017. Prior to Merck, Dr. Mammen led research and development at Theravance, a company he co-founded in 1997 until March 2016. In 2014, he and the Theravance Leadership Team separated Theravance into two publicly traded companies: Innoviva and Theravance Biopharma. Dr. Mammen received his M.D. from Harvard Medical School/Massachusetts Institute of Technology (HST program) and his Ph.D. in Chemistry from Harvard University’s Department of Chemistry. He received his B.Sc. in Chemistry and Biochemistry from Dalhousie University in Halifax, Nova Scotia. WE BELIEVE DR. MAMMEN IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS SIGNIFICANT ACADEMIC TRAINING AND CURRENT AND PREVIOUS EXPERIENCE SERVING AS A DIRECTOR AND CO-FOUNDER OF ANOTHER LIFE SCIENCES COMPANY, AS WELL AS HIS OPERATING EXPERIENCE WITH SEVERAL LIFE SCIENCES COMPANIES. | | | Mathai Mammen, M.D., Ph.D. Age: 56 Director Since: 2017 | |

  24. Continuing Directors

    | | | Serge Saxonov, Ph.D. co-founded 10x Genomics, Inc. and has served as our Chief Executive Officer and on our board of directors since July 2012. Dr. Saxonov also served as our President from July 2012 until October 2012. Prior to co-founding our company, Dr. Saxonov was Vice President of Applications at QuantaLife, a privately-held life sciences company, from May 2010 to April 2012. Dr. Saxonov served as Founding Architect and Director of research and development at 23andMe, a then privately held, now publicly-traded personal genomics and biotechnology company, from June 2006 until May 2010. Dr. Saxonov received a Ph.D. in biomedical informatics from Stanford University and an A.B. in applied mathematics from Harvard College. WE BELIEVE THAT DR. SAXONOV IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE AS OUR CO-FOUNDER AND CHIEF EXECUTIVE OFFICER, INDUSTRY KNOWLEDGE, PREVIOUS EXPERIENCE AND EXTENSIVE ACADEMIC TRAINING. | | | Serge Saxonov, Ph.D. Age: 47 Director Since: 2012 | |

  25. Continuing Directors

    | 10X GENOMICS, INC. | 26 | 2024 PROXY STATEMENT |

  26. Continuing Directors

    | | | Shehnaaz Suliman, M.D., M.Phil., M.B.A. has served on our board or directors since August 2019. She has served as Chief Executive Officer and a member of the board of directors of ReCode Therapeutics, a privately-held genetic medicines company since January 2022. In addition, Dr. Suliman has served on the board of directors for Ultragenyx Pharmaceutical Inc., a publicly-traded biopharmaceutical company since January 2019. Previously, she served as President and Chief Operating Officer of Alector, Inc. from December 2019 to January 2022 and as interim Chief Business Officer of Alector, Inc. from January 2020 to January 2022. Dr. Suliman served as Senior Vice President, Corporate Development and Strategy of Theravance Biopharma, Inc, from July 2017 to March 2019. Prior to her position at Theravance, Dr. Suliman worked for Roche and Genentech, Inc., as Group Leader and Project Team Leader in the R&D Portfolio Management and Operations Group at Genentech from September 2010 to May 2015 and then as Vice President and Global Therapeutic Area Head, Roche Partnering from June 2015 to July 2017. Prior to Genentech, Dr. Suliman held various management roles of increasing responsibility at Gilead Sciences, Inc., between January 2005 and September 2010. Prior to Gilead, Dr. Suliman was an investment banker with Lehman Brothers and Petkevich & Partners. She previously served as a member of the board of directors of Parvus Therapeutics, Inc., a privately-held biopharmaceutical company from October 2017 to July 2019. Dr. Suliman received her M.D. (MB, ChB) at the University of Cape Town Medical School, South Africa, and holds an M.B.A, with distinction, and M.Phil. in Development Studies degrees from Oxford University, where she was a Rhodes Scholar. WE BELIEVE THAT DR. SULIMAN IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS DUE TO HER EXTENSIVE OPERATIONAL EXPERIENCE WITH GLOBAL BIOPHARMACEUTICAL AND LIFE SCIENCES COMPANIES, AND PARTICULARLY HER EXPERTISE IN BUSINESS DEVELOPMENT AND CORPORATE STRATEGY. | | | Shehnaaz Suliman, M.D., M.Phil., M.B.A. Age: 52 Director Since: 2019 | |

  27. Continuing Directors

    | 10X GENOMICS, INC. | 27 | 2024 PROXY STATEMENT |

  28. Continuing Directors

    | | | John R. Stuelpnagel, D.V.M. has been Chairman of our board of directors since August 2013. In addition, Dr. Stuelpnagel co-founded and was Executive Chairman of Ariosa Diagnostics from October 2009 to January 2015 when that company was sold to Roche. He was also the Chairman of Sequenta from November 2010 to January 2015 when that company was merged with Adaptive Biotechnologies where he continued as a member of their board of directors from January 2015 to November 2017. Dr. Stuelpnagel has served as the Chairman of Fabric Genomics since August 2009, the Chairman of Inscripta since April 2017 and a member of the board of directors for Encoded Therapeutics since May 2017. Previously, Dr. Stuelpnagel co-founded Illumina in 1998 where he worked until March 2009. Prior to Illumina, Dr. Stuelpnagel was an associate at CW Group from 1997 to 1998. Dr. Stuelpnagel received his B.S. in Biochemistry and his Doctorate in Veterinary Medicine from the University of California, Davis and his M.B.A. from the University of California, Los Angeles. WE BELIEVE THAT DR. STUELPNAGEL IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE AS A CO-FOUNDER OF LIFE SCIENCES AND PHARMACEUTICAL COMPANIES, PREVIOUS AND CURRENT EXPERIENCE SERVING AS A DIRECTOR AND EXECUTIVE OFFICER OF OTHER LIFE SCIENCES COMPANIES AND HIS EXTENSIVE EXPERIENCE IN BUSINESS. | | | John R. Stuelpnagel, D.V.M. Age: 66 Director Since: 2013 | |

  29. Continuing Directors

    The election of a Class II director requires a majority of the votes cast at the 2024 Annual Meeting by the stockholders present or represented by proxy at the meeting and voting on the proposal. Under this requirement, in order for a nominee to be elected, the number of shares voted FOR the nominee must exceed the number of shares voted AGAINST with respect to such nominee. Broker non-votes and abstentions will have no effect on this proposal.

  30. Continuing Directors

    | 10X GENOMICS, INC. | 28 | 2024 PROXY STATEMENT |

  31. Continuing Directors

    Proposal Two Ratification of Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024

  32. Continuing Directors

    | Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our financial statements for our fiscal year ending December 31, 2024. Ernst & Young LLP has served as our independent registered public accounting firm since 2015. Stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 is not required by our bylaws or other applicable legal requirements. However, our board of directors is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance. If this appointment is not ratified by the affirmative vote of a majority of the votes cast at the 2024 Annual Meeting by the stockholders present or represented by proxy at the meeting and voting on the proposal, such appointment will be reconsidered by our audit committee and the audit committee may consider whether it should appoint another independent registered public accounting firm. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm if our audit committee believes that such a change would be in the best interests of the company and its stockholders. We expect that representatives of Ernst & Young LLP will attend the 2024 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions. | | | | RECOMMENDATION OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024 UNDER PROPOSAL TWO |

  33. Continuing Directors

    | 10X GENOMICS, INC. | 29 | 2024 PROXY STATEMENT |

  34. Compensation Discussion and Analysis

    | Summary of 2023 Executive Compensation Elements | | | | | | Short-Term | | Long-Term | | | | Salary | AIP | PSUs | Stock Options | RSUs | | Ongoing | 1-Year Performance Period1 | 5-Year Performance Period 2 | 4-Year Vesting Period | | | Fixed | Variable | | | | | | Performance Metrics: | | | | | | Revenue | Stock Price Hurdles | | | | (1)Annual Incentive Plan (AIP) awards are determined after the performance period. (2)PSUs are earned based on achievement of stock price hurdles within a five year period. | | | | | | Executive Compensation Program Objectives | | | | | | Performance | We are committed to a pay for performance culture. We rely on incentives in the form of cash bonuses and equity compensation which are both designed to align the interests of our executive officers more closely with those of our stockholders, and to motivate such executive officers to increase stockholder value by improving corporate performance. In addition, individual performance is taken into account when making any changes to compensation. | | | | | Competitiveness | We compete in a highly competitive sector and must deliver competitive base salaries, cash incentives and equity compensation in addition to benefits to attract, motivate and retain world-class talent. Annual total target compensation (consisting of annual base salary, annual target bonus and annual equity awards) is intended to be consistent with competitive opportunities available to the exceptional people we seek to attract and retain. | | | | | Fairness | Our programs are designed to be equitable across similarly situated employees, encouraging employee motivation and enabling cross functional collaboration globally to deliver on our goals and mission. | | | |

  35. 2023 Executive Compensation Highlights

    | Pay for Performance We set meaningful performance goals for performance stock awards. In September 2022 and April 2023, we established certain performance stock award goals which were designed to deliver value to our named executive officers only when very strong levels of performance, as measured by stock price, have been achieved. To date, none of the 2022 or 2023 performance stock awards goals have been met, which underscores our commitment to at-risk-pay and pay-for-performance. We structured our executive bonus opportunities to be based on revenue, and we paid bonuses based on achievement of revenue goals as well as individual performance (other than in the case of our Chief Executive Officer). We paid all 2023 bonuses to each of our named executive officers, with the exception of Dr. Wilbur, based on 69% corporate goal achievement (as described in more detail below), reflecting our commitment to at-risk-pay and pay-for-performance. | Revenue | | | 20% Year-Over-Year Growth | | | Instruments Sold | | | 27% Year-Over-Year Increase | | | 1-Year TSR | | | 54% December 30, 2022 to December 29, 2023 |

  36. CEO Pay

    | What We Do | | What We Do Not Do | | | | Pay for Performance: We link pay to performance with a heavy emphasis on long-term equity. | | No Hedging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. | | | Compensation Committee Independence: The compensation committee is comprised solely of independent directors. | | | | | Independent Compensation Advisor: The compensation committee selects and engages its own independent advisor for guidance in making compensation decisions. | | No Guaranteed Annual Bonuses: We do not provide guaranteed minimum annual bonuses. | | | Peer Group Analysis: The compensation committee reviews external market data when making compensation decisions. | | No Discounted Stock Options: We do not provide discounted stock options. | | | Compensation Risk Assessment: The compensation committee conducts an annual risk assessment to determine if our executive compensation program presents any risks that are reasonably likely to have a material adverse effect on the company. | | No Repricing: We have a policy against repricing stock options without stockholder approval. We have never repriced stock options. | | | | | No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.” | | | Stock Ownership Guidelines: Executives and directors are subject to stock ownership guidelines which align their interests with our stockholders. | | No Executive Pensions: We do not offer any defined benefit pension plans for executives. Eligible executives can participate in the same 401(k) plan that is available to non-executive employees, and on the same terms. | | | Minimum and Maximum Incentive Funding Thresholds: We set limits on the Annual Incentive Plan funding, subject to compensation committee discretion. | | | | | Clawback Policy: We maintain a clawback policy in line with SEC and Nasdaq rules which applies to each of our Named Executive Officers. | | No Excessive Perquisites: We do not generally offer perquisites or personal benefits to our executives. | | | Annual Say on Pay Vote: We conduct a Say on Pay vote annually. | | No Unearned Dividends: We do not accrue or pay dividends on unearned or unvested equity awards. | | | Stockholder Outreach: We engage in stockholder outreach to solicit feedback and to discuss our business and compensation program throughout the year. | | No Encouragement of Unnecessary or Excessive Risk Taking: Our compensation program aligns executive and shareholder interests, which reduces incentives for short-term risk taking. |

  37. CEO Pay

    | Glossary of CD&A Terms | AIP - Annual Incentive Plan (cash bonus program) | PSUs - Performance Stock Units | | | NEO - Named Executive Officer | TSR - Total Shareholder Return |

  38. Response to Say on Pay Vote

    | Stockholder Feedback | 10x Actions to Address Feedback | | More context was requested to better understand the rationale for executive compensation decisions, including the relationship between pay and performance. | In response, in this proxy statement we have restructured our CD&A to better summarize key components of our executive compensation programs and its connection to pay for performance, as well as relevant context for decisions. | | Stockholders expressed concern over the 2022 one-time equity awards for executive officers including our Chief Executive Officer. | No one-time grants were granted in 2023 nor are any currently planned. The 2022 special performance awards were intended to be one-time awards meant to address unique competitive market conditions and the vesting of those awards is based on aggressive performance targets meant to create shareholder value over a prolonged performance period. To date, none of the performance awards have vested, underscoring the rigor of the program, its retentive value and its alignment of the interests of our executives to our stockholders. | | Preference for a relative TSR measure over the use of absolute share price measure for performance stock unit (PSU) awards. | The annual equity awards granted in 2024 incorporate a relative TSR metric against an index, in addition to a performance metric based on the Company’s compound annual growth rate (CAGR). This methodology replaced the absolute share price target approach that was used for the 2023 PSU awards. We also took additional steps to explain how the share price targets aligned the interests of our executives and stockholders. | | Requested more clarity on the Annual Incentive Plan (AIP) metrics, as well as a preference for more specific quantitative financial goals. | While the 2022 AIP funding was driven by business goals and qualitative considerations, the 2023 AIP funding was revised to base funding solely on the achievement of a quantitative metric: annual revenue performance. In 2024, our AIP funding determinations will be based on multiple quantitative metrics, including revenue, adjusted free cash flow and other strategic objectives. |

  39. Response to Say on Pay Vote

    | Stockholder Feedback | 10x Actions to Address Feedback | | Desire for stock ownership guidelines for executive officers. | Stock ownership guidelines have been implemented for our executives and directors, as described further below, which further align the interests of our executives and directors with our stockholders. | | Desire to reduce the number of software companies in our compensation peer group. | Removed two software companies – Datadog, Inc and Anaplan – from our compensation peer group. |

  40. Role of the Compensation Consultant

    Role of the Compensation Consultant Our compensation committee has the authority to engage its own advisors in carrying out its responsibilities. In 2023, our compensation committee engaged Aon's Human Capital Practice as its independent compensation consultant to assist with its duties, including providing input on the compensation peer group selection, insight into competitive compensation practices and advice on executive compensation programs and decisions. Representatives of Aon attended portions of meetings of the compensation committee as requested and also communicated with the compensation committee outside of meetings. Aon reported to the compensation committee rather than to management, although representatives of Aon may have met with members of management, including our Chief Executive Officer, Chief People Officer, Chief Financial Officer and Chief Legal Officer, for purposes of gathering information on proposals that management may make to the compensation committee. In December 2023, following a comprehensive search, the compensation committee decided to retain Alpine Rewards LLC (“Alpine Rewards”) as its new independent compensation consultant, replacing Aon. Alpine Rewards focuses on the technology and life sciences sector and provides deep analytical and compensation expertise and strategic advisory services. In this capacity, Alpine Rewards has advised the compensation committee on compensation matters related to the executive and director compensation programs since December 2023. The company subscribes to Aon’s general broad-based compensation survey data and, in 2023, Aon was paid approximately $68,662 for such survey data, in addition to fees for consulting services to the compensation committee of approximately $434,151. Additionally, Aon affiliates (Aon plc and its related entities) performed insurance advisory services, risk management consulting and insurance brokerage services for us during 2023, for which we paid approximately $224,746. Additional insurance premiums and related fees were paid to Aon plc and passed through to insurance companies not affiliated with Aon plc. Our compensation committee reviewed these services and considered the independence of Aon in light of SEC rules regarding conflicts of interest involving compensation consultants and Nasdaq listing standards regarding compensation consultant independence. Our compensation committee considered the following six factors, as well as other factors it deemed relevant, in order to make its determination: (i) the provision of other services to us by Aon and the Aon affiliates described above; (ii) the amount of fees Aon received from us, as a percentage of its total revenue; (iii) the policies and procedures of Aon that are designed to prevent conflicts of interest; (iv) the lack of any business or personal relationships of the Aon consultants with any member of our compensation committee; (v) the lack of any of our common stock owned by the Aon consultants performing services for our compensation committee; and (vi) the lack of any business or personal relationships between the Aon consultants or Aon itself and any of our executive officers. Based on its review, our compensation committee determined that Aon was independent, and that Aon’s services did not raise any conflicts of interest. The compensation committee also assessed the independence of Alpine Rewards in connection with their engagement and determined that Alpine Rewards was independent and that the services provided by Alpine Rewards did not raise any conflicts of interest.

  41. Use of Competitive Data

    Use of Competitive Data Our compensation committee uses data on competitive compensation practices as one input into the decision-making process for determining compensation decisions for our executive officers. In 2023, our compensation committee reviewed data from a peer group of companies selected to be representative of 10x Genomics, Inc. in terms of labor market, financial profile and business type. Our peer group for 2023 compensation decisions, set forth below, when compared to 2022, was updated to remove Datadog, Inc and Anaplan and to add Azenta, Inc., Maravai LifeSciences Holdings, Inc., Sotera Health Company and Veracyte, Inc. The changes to the 2023 peer group resulted in an increased focus on the life sciences industry and a reduction in the number of software industry peers (in part to respond to stockholder input). Selected companies generally had annual revenues in the range of 0.5 times to 3.0 times of our trailing 12 months revenues and a 30-day average market capitalization of 0.3 times to 3.0 times that of our company at the time our peers were selected for 2023 compensation decisions. At the time our peers were selected for 2023 compensation decisions, we were positioned at the 43rd percentile of trailing revenues, at

  42. Use of Competitive Data

    | 10X GENOMICS, INC. | 45 | 2024 PROXY STATEMENT |

  43. Use of Competitive Data

    the 62nd percentile of year-over-year revenue growth and at the 41st percentile of 30-day average market capitalization. The following are the companies selected in our peer list:

  44. Use of Competitive Data

    | ACADIA Pharmaceuticals Inc. | Guidewire Software, Inc. | NovoCure Limited | | Adaptive Biotechnologies Corporation | Insulet Corporation | Penumbra, Inc. | | Alteryx, Inc. | Invitae Corporation | Repligen Corporation | | Azenta, Inc. | Maravai Lifesciences Holdings, Inc. | Sotera Health Company | | Coupa Software Incorporated(1) | Natera, Inc. | Twist Bioscience, Inc. | | Exact Sciences Corporation | NeoGeonomics, Inc. | Veracyte, Inc. | | Guardant Health, Inc. | Nevro Corp. | |

  45. Use of Competitive Data

    (1)Coupa Software Incorporated was acquired by Thoma Bravo, L.P., a Delaware limited partnership in February 2023. Data for these companies was collected from publicly available filings and from Aon’s survey database for the named peers and companies with a similar profile. The data was used as a lens to understand competitive opportunities on a role specific basis and was one input into determining executive pay. In setting compensation for our named executive officers, the compensation committee considers market data in addition to performance in the role, job scope, internal pay comparisons, proprietary knowledge of the leaders in addition to the mix of pay elements between salary, bonus and equity incentives. The compensation committee does not have a formulaic approach to setting pay nor target a specific percentile with pay falling between the 25th and 75th percentiles across various pay elements and overall. While the compensation committee considers each element of pay, the focus is on total compensation to ensure overall competitiveness to attract, motivate and retain the leadership team. Historically, our policies have placed less focus on base salary, with an emphasis on pay for performance including the cash incentive and equity-based pay to deliver an overall program that is competitive. Our compensation committee considers the competitive market data an input into decisions but also considers the broader company culture and guiding principles for pay fairness. Therefore, the committee applies its business judgment in determining the pay levels of individual executive officers in order to account for each individual’s performance and to align their performance with stockholder interests. The additional factors considered in making individual compensation decisions are noted above and based on input from our Chief Executive Officer (other than with respect to his own compensation), who we believe is best able to evaluate the capabilities of the individual team members, as well as company performance, individual performance and experience, individual skills and expertise, each executive officer’s role and our retention and incentive objectives.

  46. Compensation Program Design

    Compensation Program Design The 2023 executive compensation program was designed with our guiding principles in mind, to attract, motivate and retain a team of highly qualified executives who will drive technological innovation and business success, and to align the incentives for our named executive officers with the long-term interests of our stockholders. Our 2023 compensation program was composed of three primary elements: base salary, annual incentive plan and equity awards. In 2023, we used a mix of equity vehicles, including stock options and restricted stock units (“RSUs”) tied to time vesting as well as performance stock units (“PSUs”) tied to performance. Our compensation committee examines individual performance, roles and

  47. Compensation Program Design

    responsibilities, cash compensation opportunities, the vested and unvested retention value of our executives' current holdings, the retention risk for each of our executives, as well as relative internal alignment when making final compensation decisions. •Base Salary: The base salaries of our named executive officers provide them with fixed compensation. In March 2023, our compensation committee reviewed the base salaries of our named executive officers by comparing them to named executive officer salaries based on the market assessment provided by Aon and each individual’s performance, as discussed above. As a company that became publicly traded in 2019, we have been gradually shifting our compensation to be more balanced between cash and equity in order to compete more effectively for talent. Following this assessment, the compensation committee determined it was appropriate to continue to increase salary levels in 2023 for the named executive officers to ensure competitive salary levels, to reflect the skills, experience and performance of the team and to incentivize the continued success of our leaders in building the organization and executing on key strategic priorities. That said, the resulting base salaries of our named executive officers, even after the 2023 increases, continue to be aligned near the 25th percentile of peer data with the exception of our Chief Legal Officer as discussed below. •Annual Incentive Plan: In 2023 we maintained an Annual Incentive Plan (“AIP”) for our employees including our named executive officers. In response to stockholder feedback, in 2023 we changed our AIP funding formula from a focus on business goals and qualitative considerations to quantitative metrics. For 2023, AIP funding was based on annual revenue achievement. In 2023, our AIP continued its emphasis on pay for performance by increasing the target incentive opportunity for all named executive officers compared to 2022. This action was designed to better align company performance and compensation to drive stockholder value in addition to increasing the at-risk portion of cash compensation. See pages 48 to 49 below for more details. •Equity Incentives: Our named executive officers are eligible for equity awards as part of our executive compensation program which reinforces pay for performance for our stockholders and provides a retention incentive. In 2023, our compensation committee granted equity awards for our named executive officers in the form of stock options, RSUs and PSUs, as detailed below. Stock options, RSUs, PSUs and performance stock options such as the performance stock option granted to our Chief Executive Officer in 2022 link the strategic and day-to-day actions of our named executive officers directly to stockholder interests by motivating our executive officers to increase stockholder value by improving corporate performance.

  48. Annual Incentive Plan

    Annual Incentive Plan We maintain an AIP to provide employees, including our named executive officers, with incentives reflecting annual corporate performance and individual contributions. The target award opportunity and the weighting between corporate and individual performance reflect the role of each individual participant. For fiscal year 2023, the compensation committee increased the annual bonus award target for the named executive officers as shown in the table below in order to move annual award targets closer to competitive cash incentive opportunities amongst our peers. In March 2023, our compensation committee approved the following target incentive opportunities and performance weightings for our named executive officers:

  49. Annual Incentive Plan

    | Named Executive Officer | Target AIP Opportunity (% of Base Salary) 2022 | Target AIP Opportunity (% of Base Salary) 2023 | Corporate Performance Weighting (%) | Individual Performance Weighting (%) | Actual 2023 Bonus Payout ($) | % of Target AIP Opportunity Payout in 2023 (%) | | Dr. Saxonov | 80 | 100 | 100 | 0 | 380,363 | 69 | | Mr. McAnear | 50 | 60 | 50 | 50 | 173,445 | 69 | | Dr. Hindson | 50 | 60 | 50 | 50 | 182,574 | 69 | | Mr. Whitaker | 50 | 60 | 50 | 50 | 181,705 | 69 | | Dr. Wilbur | 50 | 60 | 50 | 50 | 0 | 0 |

  50. Annual Incentive Plan

    The AIP awarded to NEOs is comprised of a corporate performance factor, which determines the portion of the bonus that is tied to our corporate performance and is further described in detail below, and, except for our Chief Executive Officer, an individual performance factor that is determined after holistic assessments of each named executive officer’s performance for the given year by our compensation committee upon recommendation from our Chief Executive Officer. The CEO’s AIP is 100% corporate performance, while the other NEOs have fifty percent tied to the corporate performance factor, and fifty percent tied to the executive's individual performance factor. This method is designed to reinforce focus on driving the company’s goals and provides the CEO and compensation committee the opportunity to consider each individual’s performance in relation to the achievement of the company goals when determining the AIP awarded.

  51. Annual Incentive Plan

    | 10X GENOMICS, INC. | 48 | 2024 PROXY STATEMENT |

  52. Annual Incentive Plan

    Generating revenue is important to our company and our stockholders, and in 2023 our AIP was revised, in part based on stockholder feedback, to fund based solely on this quantitative metric. The AIP had a $650 million revenue target for 100% funding, with a linear relationship between revenue attainment and relative bonus pool funding as shown in this graph: At the end of fiscal year 2023, the revenue attainment was $619M, resulting in a 69% bonus pool funding for executive officers. The compensation committee then assessed overall individual performance and portion of cash bonus payable in respect to the individual performance factors for each of our NEOs other than our CEO, including satisfaction of certain qualitative and quantitative performance factors in each of their respective roles. These determinations resulted in final amounts payable for the portion of the annual cash bonus relating to the individual performance factors of 69% for each named officer except for Dr. Wilbur, who separated from the Company on February 1, 2024 prior to the payment of 2023 bonuses and so was given no bonus for 2023.

  53. Equity Awards

    Equity Awards Equity awards provide (a) ongoing incentives tied to the creation of stockholder value as reflected in the company’s stock price and (b) retention incentives to motivate our employees through multi-year and performance-based vesting schedules. For our named executive officers, equity incentives represent the majority of their compensation reinforcing pay for performance and alignment to our long-term strategy. Stock options, RSUs, PSUs and performance stock options are intended to motivate our named executive officers to drive growth and increase stockholder value by increasing in value if the price of our stock increases. We generally grant our annual equity awards under the 2019 Omnibus Incentive Plan during the first quarter of each new fiscal year, and in March 2023, the equity awards granted to our named executive officers as part of our annual compensation plan consisted of stock options, RSUs and PSUs. For our Chief Executive Officer, the target value of each award was divided into twenty five percent (25%) stock options, which were converted at a ratio of 2:1 stock options to RSUs, twenty five percent (25%) RSUs and fifty percent (50%) PSUs. For each of our other NEOs, the target value of each award was divided into twenty five percent (25%) stock options, which were converted at a ratio of 2:1 stock options to RSUs, fifty percent (50%) RSUs and twenty five percent (25%) PSUs.

  54. Equity Awards

    | 10X GENOMICS, INC. | 49 | 2024 PROXY STATEMENT |

  55. Equity Awards

    For the 2023 executive compensation program, the compensation committee structured the PSUs to be 100% performance-based and represent the right to earn and vest in shares of our Class A common stock in three separate tranches upon the achievement of three distinct stock price thresholds over a 20-day period at or above the threshold value: •Threshold 3 = 150% share price increase from the baseline, ⅓ of the grant vests. •Baseline = Average weighted share price for the first 20 trading days of the performance period which started April 1, 2023. •The performance period is 5 years, and all thresholds must be cleared prior to April 1, 2028 in order for such awards to vest. The PSUs granted to the executive officers are designed to drive our strategic direction and value creation over the long-term by encouraging leadership continuity and motivating the executive officers with equity that rewards them for providing sustained meaningful increases in stockholder value over time. Further, in response to shareholder feedback, the 2024 PSU awards granted to our executives feature performance metrics based on relative TSR and CAGR performance over multi-year performance periods. The vesting schedules of time-based equity awards granted to our named executive officers are designed to incentivize, retain and align the interests of NEOs and stockholders to our longer-term growth strategy. The exercise price for an option granted under our 2019 Omnibus Incentive Plan is equal to the closing price of our Class A common stock on the date of grant (or most recent trading day prior to grant, if not granted on a trading day). As described above, we believe that options provide a strong alignment with our stockholders’ interests because their entire value depends on future stock price appreciation and that RSUs reward growth in the market price of our Class A common stock because they derive additional value from future stock price appreciation. RSUs are also less dilutive than option awards with equal target values given the 2:1 stock option to RSU ratio utilized by our compensation committee. We do not have an established set of criteria for granting equity awards. Instead, our compensation committee has exercised its judgment and discretion, in consultation with the compensation committee’s independent compensation consultant and our Chief Executive Officer (other than with respect to his own equity awards) and considered factors including the role and responsibility of each named executive officer, the outstanding equity held by each named executive officer and the extent to which it has vested, target cash compensation, market data and individual performance. In determining the final awards in 2023, the compensation committee examined total compensation, relative internal alignment, the mix between cash and equity as well as the retention value of outstanding awards when arriving at final decisions.

  56. Equity Awards

    | 10X GENOMICS, INC. | 50 | 2024 PROXY STATEMENT |

  57. Equity Awards

    The equity awards granted to our named executive officers in 2023 are detailed below:

  58. Equity Awards

    | Named Executive Officer | Number of Securities Underlying Option Award (#) | Number of Securities Underlying Restricted Stock Unit Award (#) | Number of Securities Underlying Performance Stock Unit Award (#) | Grant Date Fair Value of Aggregate Equity Awards ($) | | Dr. Saxonov | 72,773 | 36,387 | 72,773 | 7,360,999 | | Mr. McAnear | 25,991 | 25,991 | 12,996 | 2,719,542 | | Dr. Hindson | 36,387 | 36,387 | 18,194 | 3,807,306 | | Mr. Whitaker | 31,189 | 31,189 | 15,595 | 3,263,423 | | Dr. Wilbur | 14,555 | 14,555 | 7,278 | 1,522,957 |

  59. Equity Awards

    No Special Retirement, Health or Welfare Benefits Our named executive officers are eligible to participate in our employee benefit programs on the same basis as our other salaried employees. We maintain a tax-qualified retirement plan (“401(k) Plan”) that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) Plan as of the first day of the month following the date they meet the 401(k) Plan’s eligibility requirements, and participants are able to defer up to 75% of their eligible compensation subject to applicable annual tax limits. All participants’ interests in their deferrals are 100% vested when contributed. In 2023 we maintained a 40l (k) match, capped at $2,000 per annum for each employee. Our health and welfare benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage, and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices. Other Personal Benefits We do not generally provide perquisites or other personal benefits to our named executive officers, except in limited situations where we believe it is appropriate. We generally do not reimburse executive officers for the income taxes associated with these perquisites except for limited business-related perquisites. In circumstances where we have elected to provide perquisites or other personal benefits, and at times have elected to pay the income taxes for these business-related perquisites or other personal benefits, we have done so because we believe they are business expenses. These benefits generally represent a very small portion of an executive officer’s overall compensation and provide a benefit to us and our stockholders.

  60. Equity Awards

    | 10X GENOMICS, INC. | 51 | 2024 PROXY STATEMENT |

  61. Severance Arrangements

    Severance Arrangements We believe that reasonable and appropriate severance benefits are necessary in order to be competitive in our executive attraction and retention efforts. See the section titled “Potential Payments upon a Change in Control or Termination of Employment” on page 66 for a more detailed description of these benefits.

  62. Change in Control Severance Policy

    Change in Control Severance Policy Effective July 30, 2020, our compensation committee adopted the 10x Genomics, Inc. Change in Control Severance Policy (the "Severance Policy"), which is intended to provide severance pay and other benefits to certain eligible employees including our named executive officers in the event of certain terminations of employment in connection with a “change in control” (as defined in the Severance Policy). The Severance Policy also provides accelerated vesting of certain outstanding stock options and restricted stock units held by eligible employees and other service providers. The Severance Policy became effective upon its adoption by our compensation committee and will continue in effect until December 31, 2024. The term of the Severance Policy will automatically be extended for one additional year at the end of the initial term and then again after each successive one-year period thereafter, unless it is terminated or amended by our compensation committee, the plan administrator. The following individuals are eligible to participate in the Severance Policy: •An employee who is classified by us as a regular full-time salaried or hourly employee and is primarily employed in the United States. •An employee who is not a U.S. employee and who holds or is granted stock options or restricted stock units. •A consultant or advisor (excluding any non-employee director) who holds or is granted stock options or restricted stock units. The Severance Policy provides certain payments and benefits upon a “qualifying termination,” which is defined as follows: (i) (A) with respect to any participant who is a U.S. employee or non-U.S. employee, a termination of the participant’s employment by us thereof by which the participant is employed without “cause” or by the participant for “good reason” (as such terms are defined in the Severance Policy) or (B) with respect to any participant who is a consultant or advisor, a termination of the participant’s service with us by which the participant is engaged for any reason other than the expiration of the term of such participant’s consulting or advisory agreement (or other applicable service agreement) with us and (ii) in all cases, such termination occurs during the period starting on the effective date of a change in control and ending on the date that is 24 months after a change in control. Under the Severance Policy, if a U.S. employee incurs a qualifying termination, then the U.S. employee will be entitled to receive the following severance payments and benefits, subject to such employee’s timely execution, delivery and non-revocation of a separation agreement and release of claims in favor of us and our affiliates and compliance with restrictive covenants set forth in the separation and release agreement (or any other agreement to which such participant is a party with us): •Continued payment of annual base salary for a period of six months following the employee’s termination date, payable in equal installments in accordance with our normal payroll practices; and •If the employee timely elects under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) to continue health care coverage under our group health plans, such employee will be required to timely pay the premiums for coverage of such employee and such employee’s eligible dependents, but a portion of such premiums will be paid or reimbursed by us for six months following the employee’s termination date (beginning on the date such premiums begin) such that the employee will continue to pay the same amount of monthly premiums as in effect for an active employee with the same coverage.

  63. Change in Control Severance Policy

    | 10X GENOMICS, INC. | 52 | 2024 PROXY STATEMENT |

  64. Change in Control Severance Policy

    In addition, under the Severance Policy, if a participant (including a U.S. employee, non-U.S. employee, or consultant or advisor) remains employed or in service with us through the date on which a change in control occurs, any outstanding stock options or restricted stock units then held by the participant will be treated as follows: •If such equity award is assumed, converted or replaced by the surviving corporation or its parent with equity or equity-based awards having an equivalent value and vesting schedule to those applicable to such equity award immediately prior to the change in control, such award as so-assumed, converted or replaced, as applicable, will remain eligible to vest and become exercisable in accordance with its terms; provided that, in the event of a participant’s qualifying termination (and subject to the participant’s timely execution, delivery and non-revocation of a separation agreement and release of claims in favor of us and our affiliates and compliance with restrictive covenants set forth in the separation and release agreement (or any other agreement to which such participant is a party with us)), such award will vest and any restrictions thereon will lapse as to 100% of the then-unvested portion of the award (provided that, unless the applicable award agreement provides for different treatment upon a qualifying termination following a change in control, with respect to awards that would otherwise vest upon satisfaction of performance criteria, all applicable performance criteria will be deemed to have been achieved at target levels). •If such equity award is not so assumed, converted or replaced in connection with the change in control, then immediately on the effective date of the change in control, such equity award will vest and any restrictions thereon will lapse as to 100% of the then-unvested portion of the equity award (unless the applicable award agreement provides for different treatment upon a change in control). Participants are also eligible for any benefits provided upon termination pursuant to the Amended and Restated 2012 Stock Plan, the 2019 Omnibus Incentive Plan or any award agreement under any such plan. The Severance Policy provides that no U.S. employee is eligible to receive termination payments and benefits under the Severance Policy if they are entitled to any other severance payments or severance benefits under any other severance plan, policy or program we maintain, or pursuant to the terms of any employment or other agreement with us, as may be in effect from time to time. If our compensation committee determines, in its reasonable good faith and discretion, that a participant has not satisfied the conditions in the Severance Policy relating to the execution of the separation and release agreement and compliance with restrictive covenants, (i) any entitlement of the participant to receive any payments or benefits due under the Severance Policy (other than accrued payments) will be forfeited and (ii) the participant will be obligated to promptly repay us all amounts of payments and benefits the participant previously received.

  65. Tax and Accounting Considerations

    Tax and Accounting Considerations While our board of directors and our compensation committee generally consider the financial, accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our named executive officers historically. In addition, our board of directors and our compensation committee have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our named executive officers. Section 162(m) of the Code denies a publicly‑traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non‑deductible allows us to provide compensation tailored to the needs of the company and our named executive officers and is an important part of our responsibilities and benefits our stockholders. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation‑Stock Compensation, or ASC Topic 718, for our stock‑based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share‑based payment awards made to employees and directors, including stock options and restricted stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Other provisions of the Internal Revenue Code can also affect compensation decisions for our named executive officers. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The board of directors and the compensation committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A. Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The board of directors and the compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

  66. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table summarizes the total compensation of our NEOs for all services rendered to the company in all capacities for the fiscal years ending December 31, 2023, 2022 and 2021, except we do not show 2021 compensation for Dr. Wilbur as he was not an NEO for the fiscal year ending December 31, 2021.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Serge Saxonov Chief Executive Officer | 2023 | 544,688 | — | 4,961,928 | 2,399,071 | 380,363 | — | 8,286,049 | | | 2022 | 503,750 | 291,340 | 9,138,921 | 8,828,695 | — | 42,588 | 18,805,294 | | | 2021 | 430,000 | 258,000 | 4,367,741 | 6,596,722 | — | 48,522 | 11,700,985 | | Justin J. McAnear Chief Financial Officer | 2023 | 413,963 | — | 1,862,710 | 856,832 | 173,445 | — | 3,306,950 | | | 2022 | 394,250 | 141,657 | 3,131,588 | 3,174,835 | — | — | 6,842,330 | | | 2021 | 367,500 | 102,900 | 1,588,286 | 2,398,867 | — | — | 4,457,553 | | Benjamin J. Hindson President and Chief Scientific Officer | 2023 | 435,750 | — | 2,607,754 | 1,199,552 | 182,574 | — | 4,425,630 | | | 2022 | 415,000 | 151,176 | 4,724,102 | 4,529,831 | — | 49,780 | 9,869,889 | | | 2021 | 387,500 | 108,500 | 1,985,401 | 2,998,530 | — | — | 5,479,931 | | Eric S. Whitaker Chief Legal Officer | 2023 | 433,675 | — | 2,235,230 | 1,028,192 | 181,705 | — | 3,878,802 | | | 2022 | 408,500 | 150,473 | 5,440,147 | 5,904,560 | — | — | 11,903,680 | | | 2021 | 370,000 | 135,000 | 1,985,401 | 2,998,530 | — | — | 5,488,931 | | James L. Wilbur Former Chief Commercial Officer(4) | 2023 | 406,000 | — | 1,043,130 | 479,827 | — | — | 1,928,957 | | | 2022 | 171,282 | 219,500 | 3,226,899 | 5,274,371 | — | — | 8,892,052 |

  68. Summary Compensation Table

    (1)The amounts shown represent the base salaries earned by our NEOs in fiscal years 2021, 2022 and 2023. The base salaries of our NEOs were increased as described above effective April 1, 2023. (2)The amounts shown for 2023 represent the grant date fair value of (a) the option and RSU awards granted to our NEOs in fiscal year 2023 and (b) the performance RSU ("PSU") awards granted to our NEOs in fiscal year 2023, as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of valuation assumptions used to determine the grant date fair value of the equity awards granted to our NEOs in fiscal year 2023, see Note 9 of Notes to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. (3)The 2023 amounts shown for our NEOs represent the annual bonuses earned based on the company's performance and their individual performance in 2023. As described above, 50% of each of Dr. Hindson and Messrs. McAnear and Whitaker’s 2023 target bonus opportunities were tied to individual performance and the remaining 50% of the opportunities were tied to corporate performance. In 2023, Dr. Saxonov’s bonus payout did not include an individual performance factor and was tied solely to corporate performance. Dr. Wilbur did not earn a bonus in 2023 and separated from the company on February 1, 2024. (4)Dr. Wilbur separated from the company on February 1, 2024.

  69. Summary Compensation Table

    | 10X GENOMICS, INC. | 56 | 2024 PROXY STATEMENT |

  70. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the awards granted to each of the named executive officers during the fiscal year ended December 31, 2023:

  71. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(3) | All Other Stock Awards: Number of Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Serge Saxonov | — | 110,260 | 551,300 | 771,820 | — | — | — | — | — | | | 3/21/2023 | — | — | — | 72,773 | — | — | — | 3,138,939 | | | 3/21/2023 | — | — | — | — | 36,387 | — | — | 1,822,989 | | | 3/21/2023 | — | — | — | — | — | 72,773 | 50.10 | 2,399,071 | | Justin J. McAnear | — | 50,280 | 251,400 | 351,960 | — | — | — | — | — | | | 3/21/2023 | — | — | — | 12,996 | — | — | — | 560,561 | | | 3/21/2023 | — | — | — | — | 25,991 | — | — | 1,302,149 | | | 3/21/2023 | — | — | — | — | — | 25,991 | 50.10 | 856,832 | | Benjamin J. Hindson | — | 52,920 | 264,600 | 370,440 | — | — | — | — | — | | | 3/21/2023 | — | — | — | 18,194 | — | — | — | 784,765 | | | 3/21/2023 | — | — | — | — | 36,387 | — | — | 1,822,989 | | | 3/21/2023 | — | — | — | — | — | 36,387 | 50.10 | 1,199,552 | | Eric S. Whitaker | — | 52,668 | 263,340 | 368,676 | — | — | — | — | — | | | 3/21/2023 | — | — | — | 15,595 | — | — | — | 672,661 | | | 3/21/2023 | — | — | — | — | 31,189 | — | — | 1,562,569 | | | 3/21/2023 | — | — | — | — | — | 31,189 | 50.10 | 1,028,192 | | James L. Wilbur | — | 48,960 | 244,800 | 342,720 | — | — | — | — | — | | | 3/21/2023 | — | — | — | 7,278 | — | — | — | 313,924 | | | 3/21/2023 | — | — | — | — | 14,555 | — | — | 729,206 | | | 3/21/2023 | — | — | — | — | — | 14,555 | 50.10 | 479,827 |

  72. Grants of Plan-Based Awards

    (1)The vesting schedule applicable to each equity award is set forth in the “—Outstanding Equity Awards as of December 31, 2023” table below. (2)Amounts in the “Estimated Future Payouts Under Non‑Equity Incentive Plan Awards” column relate to amounts potentially payable under our 2023 Annual Incentive Plan. The threshold column assumes the achievement of the corporate goals only at the threshold level, with no contribution from individual performance. The threshold bonus amount can be calculated by multiplying the target bonus of each NEO by the 2023 Annual Incentive Plan threshold percentage of 40%, divided by two to assume no contribution from individual performance. The target column assumes the full target achievement for both corporate and individual goals. The target bonus amount can be calculated by multiplying the base salary of each NEO by the target bonus percentage established by our compensation committee – 100% for our CEO and 60% for each of our other NEOs. The maximum column assumes the maximum achievement for both corporate and individual goals. The maximum bonus amount can be calculated by multiplying the target bonus of each NEO times the maximum percentage of 140%.

  73. Grants of Plan-Based Awards

    | 10X GENOMICS, INC. | 57 | 2024 PROXY STATEMENT |

  74. Grants of Plan-Based Awards

    (3)Amounts represent the target number of shares that may be earned under the PSUs, assuming 100% of the number of shares underlying such performance awards vested if each of the three tranches of stock price performance goals were achieved. There is no achievement above the target amount and no threshold amount. (4)The amounts shown represent the grant date fair value of the equity awards granted to our NEOs in fiscal year 2023, as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of valuation assumptions used to determine the grant date fair value of the equity awards granted to our NEOs in fiscal year 2023, see Note 9 of Notes to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2023. There can be no assurance that options will be exercised or that the RSUs or PSUs will vest in full (in which case no value with respect to such options or RSUs or PSUs will be realized by the individual) or that the value upon exercise or upon vesting, as applicable, will approximate the fair value as computed in accordance with FASB ASC Topic 718. See footnote (2) to the Summary Compensation Table.

  75. Grants of Plan-Based Awards

    | 10X GENOMICS, INC. | 58 | 2024 PROXY STATEMENT |

  76. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table lists the outstanding equity awards held by our NEOs as of December 31, 2023:

  77. Outstanding Equity Awards as of December 31, 2023

    | | | Stock option awards(1) | | | | | Stock awards(2) | | | | | Name | Grant date | Numbers of securities underlying unexercised stock options exercisable (#)(3) | Numbers of securities underlying unexercised stock option unexercisable (#)(4) | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Stock option exercise price ($) | Stock option expiration date | Number of shares or units of stocks that have not vested (#) | Market value of shares or units of stock that have not vested ($)(5) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Serge Saxonov | 10/18/2017(6) | 79,463 | — | — | 1.20 | 10/18/2027 | — | — | — | — | | | 10/18/2017(7) | 112,500 | — | — | 1.20 | 10/18/2027 | — | — | — | — | | | 10/18/2017(8) | 93,637 | — | — | 1.20 | 10/18/2027 | — | — | — | — | | | 11/2/2018(9) | 32,478 | — | — | 5.04 | 11/2/2028 | — | — | — | — | | | 5/10/2019(10) | 42,521 | — | — | 11.48 | 5/10/2029 | — | — | — | — | | | 4/21/2020(11) | 216,088 | 19,645 | — | 74.58 | 4/21/2030 | — | — | — | — | | | 3/19/2021(12) | 40,952 | 20,476 | — | 177.76 | 3/19/2031 | — | — | — | — | | | 3/19/2021(13) | — | — | — | — | — | — | — | 7,679 | 429,717 | | | 3/22/2022(14) | 61,177 | 85,650 | — | 69.56 | 3/22/2032 | — | — | — | — | | | 3/22/2022(15) | — | — | — | — | — | — | — | 33,037 | 1,848,751 | | | 9/14/2022(16) | — | — | 142,075 | 33.67 | 9/14/2032 | — | — | — | — | | | 9/14/2022(17) | — | — | — | — | — | 213,112 | 11,925,748 | — | — | | | 3/21/2023(18) | 12,128 | 60,645 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(19) | — | — | — | — | — | — | — | 29,565 | 1,654,457 | | | 3/21/2023(20) | — | — | — | — | — | 72,773 | 4,072,377 | — | — | | Justin J. McAnear | 11/2/2018(21) | 350,159 | — | — | 5.04 | 11/2/2028 | — | — | — | — | | | 5/10/2019(22) | 10,417 | — | — | 11.48 | 5/10/2029 | — | — | — | — | | | 4/21/2020(23) | 83,111 | 7,556 | — | 74.58 | 4/21/2030 | — | — | — | — | | | 3/19/2021(24) | 14,892 | 7,446 | — | 177.76 | 3/19/2031 | — | — | — | — | | | 3/19/2021(25) | — | — | — | — | — | — | — | 2,793 | 156,296 | | | 3/22/2022(26) | 22,246 | 31,146 | — | 69.56 | 3/22/2032 | — | — | — | — | | | 3/22/2022(27) | — | — | — | — | — | — | — | 12,014 | 672,303 | | | 9/14/2022(28) | 12,685 | 27,908 | — | 33.67 | 9/14/2032 | — | — | — | — | | | 9/14/2022(29) | — | — | — | — | — | — | — | 13,955 | 780,922 | | | 9/14/2022(30) | — | — | — | — | — | 40,593 | 2,271,584 | — | — | | | 3/21/2023(31) | 4,331 | 21,660 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(32) | — | — | — | — | — | — | — | 21,118 | 1,181,763 | | | 3/21/2023(33) | — | — | — | — | — | 12,996 | 727,256 | — | — |

  78. Outstanding Equity Awards as of December 31, 2023

    | 10X GENOMICS, INC. | 59 | 2024 PROXY STATEMENT |

  79. Outstanding Equity Awards as of December 31, 2023

    | | | Stock option awards(1) | | | | | Stock awards(2) | | | | | Name | Grant date | Numbers of securities underlying unexercised stock options exercisable (#)(3) | Numbers of securities underlying unexercised stock option unexercisable (#)(4) | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Stock option exercise price ($) | Stock option expiration date | Number of shares or units of stocks that have not vested (#) | Market value of shares or units of stock that have not vested ($)(5) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Benjamin J. Hindson | 5/10/2019(34) | 14,978 | — | — | 11.48 | 5/10/2029 | — | — | — | — | | | 4/21/2020(35) | 82,296 | 11,334 | — | 74.58 | 4/21/2030 | — | — | — | — | | | 3/19/2021(36) | 18,614 | 9,308 | — | 177.76 | 3/19/2031 | — | — | — | — | | | 3/19/2021(37) | — | — | — | — | — | — | — | 3,491 | 195,356 | | | 3/22/2022(38) | 29,662 | 41,527 | — | 69.56 | 3/22/2032 | — | — | — | — | | | 3/22/2022(39) | — | — | — | — | — | — | — | 16,018 | 896,367 | | | 9/14/2022(40) | 21,142 | 46,513 | — | 33.67 | 9/14/2032 | — | — | — | — | | | 9/14/2022(41) | — | — | — | — | — | — | — | 23,257 | 1,301,462 | | | 9/14/2022(42) | — | — | — | — | — | 67,655 | 3,785,974 | — | — | | | 3/21/2023(43) | 6,064 | 30,323 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(44) | — | — | — | — | — | — | — | 29,565 | 1,654,457 | | | 3/21/2023(45) | — | — | — | — | — | 18,194 | 1,018,136 | — | — | | Eric S. Whitaker | 7/28/2017(46) | 201 | — | — | 1.20 | 7/28/2027 | — | — | — | — | | | 11/2/2018(47) | 27,714 | — | — | 5.04 | 11/2/2028 | — | — | — | — | | | 5/10/2019(48) | 38,958 | — | — | 11.48 | 5/10/2029 | — | — | — | — | | | 4/21/2020(49) | 113,046 | 10,578 | — | 74.58 | 4/21/2030 | — | — | — | — | | | 3/19/2021(50) | 18,614 | 9,308 | — | 177.76 | 3/19/2031 | — | — | — | — | | | 3/19/2021(51) | — | — | — | — | — | — | — | 3,491 | 195,356 | | | 3/22/2022(52) | 44,493 | 62,291 | — | 69.56 | 3/22/2032 | — | — | — | — | | | 3/22/2022(53) | — | — | — | — | — | — | — | 24,027 | 1,344,551 | | | 9/14/2022(54) | — | — | — | — | — | — | — | 20,931 | 1,171,299 | | | 9/14/2022(55) | — | — | — | — | — | — | — | 60,889 | 3,407,348 | | | 9/14/2022(56) | 19,027 | 41,862 | — | 33.67 | 9/14/2032 | — | — | — | — | | | 3/21/2023(57) | 5,198 | 25,991 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(58) | — | — | — | — | — | — | — | 25,342 | 1,418,138 | | | 3/21/2023(59) | — | — | — | — | — | 15,595 | 872,696 | — | — | | James L. Wilbur | 9/14/2022(60) | 84,856 | 154,740 | — | 33.67 | 9/14/2032 | — | — | — | — | | | 9/14/2022(61) | — | — | — | — | — | — | — | 65,890 | 3,687,204 | | | 3/21/2023(62) | 2,425 | 12,130 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(63) | — | — | — | — | — | — | — | 11,826 | 661,783 | | | 3/21/2023(64) | — | — | — | — | — | 7,278 | 407,277 | — | — |

  80. Outstanding Equity Awards as of December 31, 2023

    | 10X GENOMICS, INC. | 60 | 2024 PROXY STATEMENT |

  81. Outstanding Equity Awards as of December 31, 2023

    (1)The stock options are eligible to receive accelerated vesting, such that 100% of the then-unvested portion of the stock options will vest and become exercisable immediately prior to a change in control (as defined in the Severance Policy) if the NEO incurs a qualified termination (as defined in the Severance Policy). (2)The RSU awards are eligible to receive accelerated vesting, such that 100% of the then-unvested portion of the RSUs will vest immediately prior to a change in control (as defined in the Severance Policy) if the NEO incurs a qualified termination (as defined in the Severance Policy). (3)The amounts shown represent stock options to purchase shares of our Class A common stock that have vested. (4)The amounts shown represent stock options to purchase shares of our Class A common stock that have not yet vested. (5)The amounts shown are based on $55.96 per share, the market value per share of our Class A common stock on the Nasdaq Global Select Market on December 31, 2023. (6)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (7)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (8)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (9)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (10)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (11)1/48th of the stock option vested on the one month anniversary of April 1, 2020, and 1/48th of the stock option vested in equal monthly installments on the same day of each month thereafter, subject to Dr. Saxonov’s continued service through each applicable vesting date. (12)1/48th of the stock option vested on the one month anniversary of April 1, 2021, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Saxonov’s continued service through each applicable vesting date. (13)1/16th of the award vested on the three month anniversary of February 21, 2021, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (14)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Saxonov’s continued service through each applicable vesting date. (15)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (16)This performance stock option award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Saxonov's continued service through each applicable vesting date. (17)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Saxonov's continued service through each applicable vesting date. (18)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Saxonov’s continued service through each applicable vesting date. (19)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (20)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Saxonov's continued service through each applicable vesting date. (21)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (23)1/48th of the stock option vested on the one month anniversary of April 1, 2020, and 1/48th of the stock option vested in equal monthly installments on the same day of each month thereafter, subject to Mr. McAnear’s continued service through each applicable vesting date.

  82. Outstanding Equity Awards as of December 31, 2023

    | 10X GENOMICS, INC. | 61 | 2024 PROXY STATEMENT |

  83. Outstanding Equity Awards as of December 31, 2023

    (24)1/48th of the stock option vested on the one month anniversary of April 1, 2021, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. McAnear’s continued service through each applicable vesting date. (25)1/16th of the award vested on the three month anniversary of February 21, 2021, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. McAnear's continued service through each applicable vesting date. (26)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. McAnear's continued service through each applicable vesting date. (27)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. McAnear's continued service through each applicable vesting date. (28)1/48th of the stock option vested on the one month anniversary of September 14, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. McAnear’s continued service through each applicable vesting date. (29)1/16th of the award vested on the three month anniversary of August 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. McAnear's continued service through each applicable vesting date. (30)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Mr. McAnear's continued service through each applicable vesting date. (31)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. McAnear’s continued service through each applicable vesting date. (32)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. McAnear's continued service through each applicable vesting date. (33)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Mr. McAnear's continued service through each applicable vesting date. (34)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (35)1/48th of the stock option vested on the one month anniversary of April 1, 2020, and 1/48th of the stock option vested in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson’s continued service through each applicable vesting date. (36)1/48th of the stock option vested on the one month anniversary of April 1, 2021, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson's continued service through each applicable vesting date. (37)1/16th of the award vested on the three month anniversary of February 21, 2021, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (38)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson's continued service through each applicable vesting date. (39)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (40)1/48th of the stock option vested on the one month anniversary of September 14, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson's continued service through each applicable vesting date.

  84. Outstanding Equity Awards as of December 31, 2023

    | 10X GENOMICS, INC. | 62 | 2024 PROXY STATEMENT |

  85. Outstanding Equity Awards as of December 31, 2023

    (41)1/16th of the award vested on the three month anniversary of August 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (42)This PSU award consists of three separate tranches and the vesting of each tranche is subject to the Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Hindson's continued service through each applicable vesting date. (43)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson’s continued service through each applicable vesting date. (44)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (45)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Hindson's continued service through each applicable vesting date. (46)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (47)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (48)All shares subject to the stock option grant were vested and exercisable as of December 31, 2023. (49)1/48th of the stock option vested on the one month anniversary of April 1, 2020, and 1/48th of the stock option vested in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker’s continued service through each applicable vesting date. (50)1/48th of the stock option vested on the one month anniversary of April 1, 2021, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker’s continued service through each applicable vesting date. (51)1/16th of the award vested on the three month anniversary of February 21, 2021, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (52)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker's continued service through each applicable vesting date. (53)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (54)1/16th of the award vested on the three month anniversary of August 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (55)This PSU award consists of three separate tranches and the vesting of each tranche is subject to the Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Mr. Whitaker's continued service through each applicable vesting date. (56)1/48th of the stock option vested on the one month anniversary of September 14, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker's continued service through each applicable vesting date. (57)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker’s continued service through each applicable vesting date. (58)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date.

  86. Outstanding Equity Awards as of December 31, 2023

    | 10X GENOMICS, INC. | 63 | 2024 PROXY STATEMENT |

  87. Outstanding Equity Awards as of December 31, 2023

    (59)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Mr. Whitaker's continued service through each applicable vesting date. (60)1/4th of the stock option vested on the one year anniversary of July 27, 2022, and 1/48th of the stock option vested, in equal monthly installments on the same day of each month thereafter through February 1, 2024, which was Dr. Wilbur's termination date. The unvested portion of this award was cancelled upon Dr. Wilbur's termination on February 1, 2024. (61)1/4th of the award vested on the one year anniversary of August 21, 2022, and 1/16th of the award vested on November 21, 2023. The unvested portion of this award was cancelled upon Dr. Wilbur's termination on February 1, 2024. (62)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, in equal monthly installments on the same day of each month thereafter through February 1, 2024, which was Dr. Wilbur’s termination date. The unvested portion of this award was cancelled upon Dr. Wilbur's termination on February 1, 2024. (63)1/16th of the award vested, in equal quarterly installments, on May 21, 2023, August 21, 2023 and November 21, 2023. The unvested portion of this award was cancelled upon Dr. Wilbur's termination on February 1, 2024. (64)This PSU award consisted of three separate tranches and the vesting of each tranche was subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Wilbur's continued service through each applicable vesting date. This PSU award did not vest prior to, and was cancelled upon, Dr. Wilbur's termination on February 1, 2024.

  88. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the exercise of stock options and vesting of RSU awards held by our NEOs in 2023:

  89. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Serge Saxonov | 35,780 | 1,981,512 | 27,647 | 1,331,174 | | Justin J. McAnear | — | — | 17,519 | 843,518 | | Benjamin J. Hindson | 29,244 | 1,497,886 | 25,190 | 1,212,866 | | Eric S. Whitaker | 63,412 | 3,189,201 | 26,930 | 1,296,625 | | James L. Wilbur | — | — | 32,678 | 1,497,638 |

  90. Option Exercises and Stock Vested

    (1)Value realized on exercise is equal to the difference between the market price of the underlying shares at exercise and the exercise price of the options and does not necessarily reflect actual proceeds received. (2)Value realized on vesting is equal to the market price of the underlying shares at vesting and does not necessarily reflect actual proceeds received.

  91. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our NEOs do not participate in any pension or nonqualified deferred compensation plans and received no pension benefits or nonqualified deferred compensation during the fiscal year 2023.

  92. Pension Benefits and Nonqualified Deferred Compensation

    | 10X GENOMICS, INC. | 64 | 2024 PROXY STATEMENT |

  93. Potential Payments Upon a Change of Control or Termination of Employment

    Potential Payments Upon a Change of Control or Termination of Employment Effective July 30, 2020, our compensation committee adopted the Severance Policy, which covers our NEOs (other than Dr. Wilbur) with double trigger change of control severance benefits. As described in “Severance Arrangements—Change in Control Severance Policy,” our NEOs (other than Dr. Wilbur) are eligible to receive certain severance payments and benefits under the Severance Policy upon a termination of employment by the company without cause or by the NEO for good reason within 24 months following a change in control. In the event of such a termination, each NEO (other than Dr. Wilbur) is entitled to severance equal to six months of base salary, reimbursement for a portion of COBRA premiums for six months and accelerated vesting of any outstanding stock option or restricted stock unit awards. Additionally, the stock options and RSUs granted to our NEOs (other than the awards granted to Dr. Wilbur) are eligible to receive accelerated vesting (except performance stock options and PSUs), such that 100% of the then-unvested portion of the stock options will vest and become exercisable immediately prior to a change in control (as defined in the Severance Policy) if the NEO incurs a qualified termination (as defined in the Severance Policy). We have no provisions for severance in place in the event of a termination of employment outside of a change of control for Drs. Saxonov and Hindson and Messrs. McAnear and Whitaker. Dr. Wilbur's employment was terminated on February 1, 2024 and he is not eligible for any potential payments upon a change of control, thus he is not included in the chart below. As discussed above, in connection with Dr. Wilbur's departure from the company, in January 2024 the company and Dr. Wilbur entered into a transition and separation agreement pursuant to which the company agreed to provide Dr. Wilbur a one-time separation payment of $204,000 and a one-time COBRA payment of $14,335, less applicable deductions and withholdings. Dr. Wilbur is not eligible for any additional compensation related to his termination.

  94. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The 2023 annual total compensation of our Chief Executive Officer was $8,286,049, while the 2023 annual total compensation of our median compensated employee was $223,138. Based on the foregoing, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 37 to 1. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2023 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2023. As a result, we used the same median employee for the 2023 CEO pay ratio as we did for the 2022 CEO pay ratio disclosure. After identifying the median compensated employee, we calculated the employee’s 2023 annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K, which is the same methodology we used to calculate our Chief Executive Officer’s annual total compensation in the table above entitled “Summary Compensation Table.” Because the SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio reported above may not be comparable to the pay ratio reported by other companies as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  95. Chief Executive Officer Pay Ratio

    | 10X GENOMICS, INC. | 67 | 2024 PROXY STATEMENT |

  96. Chief Executive Officer Pay Ratio

    Pay-Versus-Performance

  97. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  98. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Stock Price⁵ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 8,286,049 | 17,348,412 | 3,397,530 | 7,387,885 | 73.39 | 118.87 | (255) | 55.96 | | 2022 | 18,805,294 | (14,310,774) | 9,376,988 | (3,497,039) | 47.79 | 113.65 | (166) | 36.44 | | 2021 | 11,700,985 | 20,812,842 | 4,979,234 | 9,325,452 | 195.36 | 126.45 | (58) | 148.96 | | 2020 | 10,882,717 | 55,278,526 | 6,508,594 | 25,404,160 | 185.70 | 126.42 | (543) | 141.6 |

  99. Pay Versus Performance Disclosure

    (1)Serge Saxonov was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  100. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | | Justin J. McAnear | Justin J. McAnear | Justin J. McAnear | Justin J. McAnear | | Benjamin J. Hindson | Benjamin J. Hindson | Benjamin J. Hindson | Benjamin J. Hindson | | Ruth De Backer | Eric S. Whitaker | Eric S. Whitaker | Eric S. Whitaker | | Bradford J. Crutchfield | Bradford J. Crutchfield | James Wilbur | James Wilbur |

  101. Pay Versus Performance Disclosure

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s Non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below.

  102. Pay Versus Performance Disclosure

    | 10X GENOMICS, INC. | 68 | 2024 PROXY STATEMENT |

  103. Pay Versus Performance Disclosure

    (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Non-PEO NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. For the calculations of the Compensation Actually Paid to our PEO and other NEOs in fiscal years 2022, 2021 and 2020 please reference our proxy statement for our 2023 annual stockholder meeting, filed on April 28, 2023.

  104. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Serge Saxonov ($) | Exclusion of Stock Awards and Option Awards for Serge Saxonov ($) | Inclusion of Equity Values for Serge Saxonov ($) | Compensation Actually Paid to Serge Saxonov ($) | | 2023 | 8,286,049 | (7,360,999) | 16,423,362 | 17,348,412 |

  105. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,397,530 | (2,828,307) | 6,818,662 | 7,387,885 |

  106. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  107. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Serge Saxonov ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Serge Saxonov ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Serge Saxonov ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Serge Saxonov ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Serge Saxonov ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Serge Saxonov ($) | Total - Inclusion of Equity Values for Serge Saxonov ($) | | 2023 | 7,247,772 | 7,628,585 | 701,551 | 845,454 | — | — | 16,423,362 |

  108. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 2,670,620 | 2,960,620 | 382,597 | 804,825 | — | — | 6,818,662 |

  109. Pay Versus Performance Disclosure

    (4)The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the Nasdaq Biotechnology Composite Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

  110. Pay Versus Performance Disclosure

    | 10X GENOMICS, INC. | 69 | 2024 PROXY STATEMENT |

  111. Pay Versus Performance Disclosure

    (5)We determined stock price to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. The amounts in the column represent the closing price on the last trading day of the listed year. This performance measure may not have been the most important financial performance measure for years 2020-2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  112. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the four most recently completed fiscal years and the Nasdaq Biotechnology Composite Index over the same period.

  113. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Income during the four most recently completed fiscal years.

  114. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | 10X GENOMICS, INC. | 70 | 2024 PROXY STATEMENT |

  115. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Company-Selected Measure during the four most recently completed fiscal years.

  116. Equity Awards to Directors and Executive Officers

    Equity Awards to Directors and Executive Officers We have granted equity awards to our directors and executive officers. For more information regarding the equity awards granted to our directors and named executive officers in 2023 see the sections titled “Executive Compensation” and “Director Compensation.”

  117. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers Our amended and restated certificate of incorporation provides that no director would be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law. For more information regarding the limitations of liability and indemnification see the section titled “Limitation of Liability and Indemnification.”

  118. Board of Directors

    Board of Directors SECTION 3.01 Powers. Except as otherwise provided by the Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders. SECTION 3.02 Number and Term; Chairman. Subject to the Restated Certificate of Incorporation, the Board of Directors shall consist of one or more members, each of whom shall be a natural person and unless the Restated Certificate of Incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the Board of Directors. Subject to the Restated Certificate of Incorporation, the Board shall be classified into three classes of directors. The Board of Directors shall elect from its ranks a Chairman of the Board of Directors, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which they are present. If the Chairman of the Board of Directors is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman of the Board of Directors) shall preside at such meeting, and if the Chief Executive Officer is not present at such meeting or is not a director, a majority of the directors present at such meeting shall elect one (1) of their members to preside over such meeting.

  119. Board of Directors

    | 10X GENOMICS, INC | A-6 | 2024 PROXY STATEMENT |

  120. Board of Directors

    SECTION 3.03 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation or the Secretary. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation. Unless otherwise provided in the Restated Certificate of Incorporation or these Bylaws, when one or more directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. SECTION 3.04 Vacancies and Newly Created Directorships. Unless otherwise provided in the Restated Certificate of Incorporation or these Bylaws or permitted in the specific case by resolution of the Board of Directors, and subject to the rights of holders of Preferred Stock, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by stockholder. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of directors and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. SECTION 3.05 Meetings. Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the Chief Executive Officer or as provided by the Restated Certificate of Incorporation, and shall be called by the Chief Executive Officer or the Secretary if directed by the Board of Directors, and shall be at such places and times as they shall fix. Notice need not be given of regular meetings of the Board of Directors. At least twenty four (24) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. SECTION 3.06 Quorum, Voting and Adjournment. Except as otherwise provided by the DGCL, the Restated Certificate of Incorporation or these Bylaws, a majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law, the Restated Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned. SECTION 3.07 Committees; Committee Rules. The Board of Directors may designate from time to time one or more committees, including, but not limited to, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Subject to the Restated Certificate of Incorporation, unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

  121. Board of Directors

    | 10X GENOMICS, INC | A-7 | 2024 PROXY STATEMENT |

  122. Board of Directors

    SECTION 3.08 Action Without a Meeting. Unless otherwise restricted by the Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form. SECTION 3.09 Remote Meeting. Unless otherwise restricted by the Restated Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting. SECTION 3.10 Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. SECTION 3.11 Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.