DEF 14A of LENZ Therapeutics, Inc., Apr 28, 2026

DEF 14A of LENZ Therapeutics, Inc.

Filed Apr 28, 2026 · FY20250001815776-26-000026

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Evert Schimmelpennink has served as our President and Chief Executive Officer and a member of our board of directors since March 2024. Mr. Schimmelpennink served as LENZ OpCo’s President and Chief Executive Officer and a member of its board of directors from March 2021 through the closing of the Merger. Previously, from August 2017 to October 2020, Mr. Schimmelpennink served as President and Chief Executive Officer and a member of the board of directors of publicly listed Pfenex, Inc., a biopharmaceutical company, until its acquisition by Ligand Pharmaceuticals Inc. (Nasdaq: LGND) in late 2020. From November 2019 until its sale, Mr. Schimmelpennink also served as the acting Principal Financial Officer and Principal Accounting Officer of Pfenex Inc. From October 2015 to August 2017, Mr. Schimmelpennink served as Chief Executive Officer of Alvotech, a biopharmaceutical company. Prior to that, Mr. Schimmelpennink held senior positions at Pfizer Inc. (NYSE: PFE) and Hospira, Inc. within their global specialty injectables businesses, as well as Synthon BV. Mr. Schimmelpennink currently serves on the board of directors of iBio, Inc. (Nasdaq: IBIO) and Contineum Therapeutics (Nasdaq: CTNM). Mr. Schimmelpennink holds a M.Sc. in Bioprocess Engineering from the University of Wageningen in the Netherlands and a business degree from the Arnhem Business School. We believe Mr. Schimmelpennink is qualified to serve on our board of directors because of his knowledge of our business and his extensive leadership and operational experience within the pharmaceutical and biotech industries. Jeff George has served as Chair of our board of directors since March 2024. Mr. George has over 25 years of leadership experience across North America, Europe, and emerging markets. Since January 2017, he has served as the Managing Partner of Maytal Capital, a healthcare-focused private equity investment and advisory firm he founded. Between 2008 and 2016, Mr. George served on the Executive Committee of Novartis Group AG, a global pharmaceutical leader, first as Division Head and CEO of Sandoz, Novartis’ generic pharmaceuticals and biosimilars subsidiary, and then as Division Head and CEO of Alcon, Novartis’ then eye care subsidiary, both of which are now publicly-listed companies. Mr. George previously headed Emerging Markets for the Middle East, Africa, Southeast Asia, and CIS at Novartis Pharmaceuticals and served as Vice President and Head of Western and Eastern Europe for Novartis Vaccines. Prior to this, Mr. George held leadership roles at Gap Inc. and McKinsey & Co. Mr. George has served on the board of directors of Amneal Pharmaceuticals, Inc. (Nasdaq: AMRX), a generics, biosimilars, and specialty pharmaceuticals company, since 2019. Until 2025, Mr. George also served on the boards of directors of 908 Devices (Nasdaq: MASS), a pioneer in life science diagnostics until its divestiture of its biopharma business to Repligen; Dorian Therapeutics, a cellular anti-senescence biotech spun out of Stanford University until its sale to Altos Labs; and Lykos Therapeutics, a CNS-focused private biopharma company whose FDA-designated breakthrough therapy for PTSD has completed two Phase 3 clinical trials. Mr. George holds an M.B.A. from Harvard Business School, an M.A. from Johns Hopkins University’s School of Advanced International Studies, and a B.A. from Carleton College. We believe Mr. George is qualified to serve on our board of directors because of his extensive industry background and experience in the life sciences industry. Shelley Thunen has served as a member of our board of directors since March 2024. Ms. Thunen served as a member of LENZ OpCo’s board of directors from November 2023 through the closing of the Merger. From February 2017 to January 2026, Ms. Thunen served as Chief Financial Officer of RxSight, Inc. (Nasdaq: RXST), an ophthalmic medical technology company, and served as RxSight’s Chief Administrative Officer from January 2016 to February 2017. From January 2013 to October 2015, Ms. Thunen served as the Chief Financial Officer of Endologix, Inc. (Nasdaq: ELGX), a medical device company. From August 2010 to December 2012, Ms. Thunen served as Associate General Manager of Alcon LenSx, Inc., a medical device company. Prior to Alcon’s (NYSE: ALC) acquisition of LenSx, Inc. in August 2010, Ms. Thunen served as a board member and chair of the audit committee from April 2008 to August 2010, as well as Chief Financial Officer and Vice President, Operations from November 2009 to August 2010. Ms. Thunen joined IntraLase Corp. (Nasdaq: ILSE), a laser technology company, in May 2001 and was its Chief Financial Officer and later Executive Vice President & Chief Financial Officer until its acquisition by Advanced Medical Optics, Inc. (NYSE: EYE) in April 2007. Ms. Thunen serves on the board of directors, as audit committee chair and as a member of the nominating and corporate governance committee of AEON Biopharma, Inc. (NYSE: AEON). Ms. Thunen holds a B.A. in economics and an M.B.A. from the University of California, Irvine. We believe Ms. Thunen is qualified to serve on our board of directors because of her extensive experience in the biotechnology industry and her leadership experience as a senior financial executive.

  2. Continuing Directors

    Continuing Directors Kimberlee C. Drapkin has served a member of our board of directors since July 2023. Ms. Drapkin served as interim president and chief executive officer of Graphite Bio, Inc. from August 2023 through the closing of the Merger. Ms. Drapkin has over 25 years of experience working with private and publicly traded biotechnology and pharmaceutical companies, including building and leading finance functions, raising capital, and leading strategic financial planning. Prior to joining Graphite Bio, Ms. Drapkin was the Chief Financial Officer at Jounce Therapeutics, Inc., a biotechnology company, a position she held from August 2015 until the company’s acquisition by Concentra Biosciences, LLC in May 2023, playing a key role in building Jounce’s financial infrastructure. Prior to joining Jounce, Ms. Drapkin owned a financial consulting firm where she served as the interim chief financial officer for numerous early-stage biotechnology companies. Previously, she was the Chief Financial Officer at EPIX Pharmaceuticals, Inc. and also spent ten years in roles of increasing responsibility within the finance organization at Millennium Pharmaceuticals, Inc. Ms. Drapkin's career began in the technology and life sciences practice at PriceWaterhouseCoopers LLP. Ms. Drapkin served as a member of the board of directors of Proteostasis Therapeutics, Inc. until the completion of the merger of Proteostasis and Yumanity Therapeutics, Inc., at which point she became a member of the Yumanity board of directors. Ms. Drapkin then served on the board of directors of Yumanity through the completion of its reverse merger with Kineta, Inc., and subsequently served on the board of Kineta through its acquisition by TuHura Biosciences (Nasdaq: HURA) in June 2025. She currently serves on the board of directors of Acumen Pharmaceuticals, Inc. (Nasdaq: ABOS), Imugene Limited (ASX: IMU), and Climb Bio, Inc. (Nasdaq: CLYM), where she is a member of the audit committee at all three companies. Ms. Drapkin holds a B.S. in accounting from Babson College. We believe Ms. Drapkin is qualified to serve on our board of directors because of her role as the chief executive officer of Graphite Bio, Inc. prior to the Merger and extensive experience in the life sciences industry. Zach Scheiner, Ph.D. has served as a member of our board of directors since March 2024. Dr. Scheiner served as a member of LENZ OpCo’s board of directors from October 2020 through the closing of the Merger. Dr. Scheiner has been a Partner at RA Capital Management, L.P., an investment manager, since December 2025, where he joined in April 2015 as an Associate, became an Analyst in April 2017, and a Principal in December 2017. Prior to joining RA Capital, Dr. Scheiner was a Science Officer at the California Institute for Regenerative Medicine (CIRM), where he worked from September 2008 to March 2015. Dr. Scheiner currently serves on the board of directors of Nkarta Therapeutics, Inc. (Nasdaq: NKTX), SpyGlass Pharma, Inc. (Nasdaq: SPG) and two private biotechnology companies. Dr. Scheiner holds a B.S. in Molecular Biophysics and Biochemistry from Yale University and a Ph.D. in Neurobiology and Behavior from the University of Washington. We believe Dr. Scheiner is qualified to serve on our board of directors because of his experience in the life sciences industry and his investing experience. Frederic Guerard, Pharm.D. has served as a member of our board of directors since March 2024 and served on the LENZ OpCo board of directors from September 2021 through the closing of the Merger. Dr. Guerard currently serves as Chief Executive Officer of Qlaris Bio, Inc., a biopharmaceutical company. He was previously Chief Executive Officer of Opthea Limited and President and Chief Executive Officer of Graybug Vision, Inc. For 20 years, Dr. Guerard held key leadership roles at Novartis AG, a multinational pharmaceutical company, including Worldwide Business Franchise Head of Ophthalmology, Global Franchise Head of Pharmaceuticals at Alcon Laboratories, Novartis Managing Director of the United Kingdom and Ireland and Country President and Managing Director of Australia and New Zealand, among others. Dr. Guerard currently serves on the boards of directors of CalciMedica, Inc., Spiral Therapeutics, and Unither Pharmaceuticals. Dr. Guerard holds a Pharm.D. and a Master of Biological and Medical Sciences from the University of Rouen, France and a Master of Marketing from HEC Paris. We believe Dr. Guerard is qualified to serve on our board of directors because of his extensive drug development experience and his experience serving in various leadership positions in biotechnology companies. James McCollum has served as a member of our board of directors since March 2024. Mr. McCollum co-founded LENZ OpCo and served on LENZ OpCo’s board of directors from July 2013 through the closing of the Merger. From September 2016 to March 2021, Mr. McCollum served as LENZ’s President and Chief Executive Officer. From September 2014 to September 2016, Mr. McCollum served as President and Chief Executive Officer of Eye Therapies, LLC, an ocular pharmaceutical company co-founded by Mr. McCollum. Previously, Mr. McCollum served as the President and Chief Executive Officer of Restoration Robotics, a medical robotics company, President and Chief Executive Officer of Vision Membrane Technologies, an intraocular lens medical device company, and President and Chief Executive Officer of Argus Biomedical, an artificial cornea medical device company. Earlier in his career, Mr. McCollum held the position of Senior Vice President of Worldwide Marketing and Sales at VISX, Incorporated, a developer of technology and systems for laser vision correction. Mr. McCollum holds a B.A. in Business from North Carolina State University. We believe Mr. McCollum is qualified to serve on our board of directors because of his deep knowledge of our business and strategy, his extensive executive leadership and operational experience.

  3. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the nominating and governance committee considers a broad range of perspectives, backgrounds and experiences. If our nominating and governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full board of directors the director nominees for selection. Our nominating and governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.

  4. Director Compensation

    Director Compensation

  5. Director Compensation Policy

    Director Compensation Policy Our board of directors expects to review director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. In 2023, in preparation for the Merger, the compensation committee of the LENZ OpCo board of directors retained Aon, a third-party compensation consultant, to provide the LENZ OpCo board of directors and its compensation committee with an analysis of publicly available market data regarding practices and compensation levels at comparable companies and assistance in determining compensation to be provided to LENZ Therapeutics’ non-executive directors. Based on the discussions with and assistance from the compensation consultant, in connection with the Merger, our board of directors adopted an Outside Director Compensation Policy that provides for certain compensation to our non-executive directors. In 2025, the compensation committee again retained Aon to re-evaluate and provide the board of directors and compensation committee with an analysis of market data regarding practices and compensation levels at comparable companies. The Outside Director Compensation Policy is described below. Cash Compensation For the 2025 fiscal year, all non-executive directors were eligible to receive the following cash compensation for their services: •$40,000 per year for service as a non-executive director; •$30,000 per year for service as non-executive chair of our board of directors; •$15,000 per year for service as chair of our audit committee; •$7,500 per year for service as a member of our audit committee; •$12,000 per year for service as chair of our compensation committee; •$6,000 per year for service as a member of our compensation committee; •$10,000 per year for service as chair of our nominating and corporate governance committee; and •$5,000 per year for service as a member of our nominating and corporate governance committee. Each non-executive director who serves as a committee chair of our board of directors receives the cash retainer fee as the chair of the committee but not the cash retainer fee as a member of that committee, provided that the non-executive director who serves as the non-executive chair of our board of directors receives the annual retainer fees for such role as well as the annual retainer fee for service as a non-executive director. These fees to our non-executive directors are paid quarterly in arrears on a prorated basis. The above-listed fees for service as non-executive chair of our board of directors or a chair or member of any committee are payable in addition to the non-executive director retainer. Under our Outside Director Compensation Policy, we also reimburse our non-executive directors for reasonable travel expenses to attend meetings of our board of directors and its committees. Equity Compensation Initial Award. Pursuant to our Outside Director Compensation Policy in effect in 2025, each person who first becomes a non-executive director after the effective date of such policy will receive, on the first trading day on or after the date that the person first becomes a non-executive director (the first date as a non-executive director, the “Initial Start Date”), an initial award of stock options to purchase 27,000 shares of our common stock (the “Initial Award”). Each Initial Award will be scheduled to vest in equal monthly installments over thirty-six (36) months on the same day of each relevant month as the applicable vesting date, in each case subject to the outside director continuing to be an outside director through the applicable vesting date. If the person was a member of our board of directors and also an employee, then becoming a non-executive director due to termination of employment will not entitle the person to an Initial Award. Annual Award. Pursuant to our Outside Director Compensation Policy in effect in 2025, on the first trading day immediately following each annual meeting of the Company’s stockholders (an “Annual Meeting”) following the effective date of the Merger, each non-executive director automatically will be granted an award of stock options (an “Annual Award”) to purchase 13,500 shares of our common stock, with such number of shares subject to equitable adjustment by the Board in the event of a capitalization adjustment; provided that the first Annual Award granted to an individual who first becomes a non-executive director following the effective date of the Outside Director Compensation Policy will cover a number of shares equal to the product of (A) 13,500 multiplied by (B) a fraction, (i) the numerator of which is the number of fully completed months between the applicable Initial Start Date and the date of the first Annual Meeting to occur after such individual first becomes a non-executive director, and (ii) the denominator of which is twelve (12), subject to equitable adjustment by the Board in the event of a capitalization adjustment. Each Annual Award will be scheduled to vest in full on the first anniversary of the date on which the Annual Award is granted, in each case subject to the non-executive director continuing to be a non-executive director through the applicable vesting date. Other Compensation and Benefits. Non-executive directors also may be eligible to receive other compensation and benefits, as may be determined by the Board or a designated committee, as applicable, from time to time. Change in Control. In the event of a change in control, as defined in the 2024 Equity Incentive Plan ("2024 Plan"), each non-executive director will fully vest in his or her outstanding Company equity awards as of immediately prior to a change in control, provided that the non-executive director continues to be a non-executive director through the date of the change in control. Director Compensation Limits. Our Outside Director Compensation Policy provides that no non-executive director may be provided cash retainers or fees and granted awards with values with amounts that, in any fiscal year, in the aggregate, exceed $750,000, provided that, in the fiscal year containing a non-executive director's Initial Start Date, such limit will be increased to $1,000,000. Any awards or other compensation provided to an individual (a) for his or her services as an employee, or for his or her services as an advisor or consultant other than as a non-executive director, or (b) prior to the closing of the Merger, will be excluded for purposes of the foregoing limit. On December 10, 2025, based on Aon's analysis of market data regarding practices and compensation levels at comparable companies and Aon’s recommendations, our board of directors, upon recommendation of our compensation committee, amended our Outside Director Compensation Policy to increase the annual cash retainer for service as a non-executive director from $40,000 to $50,000, increase the Initial Award (as defined above) from 27,000 shares to 30,800 shares, and increase the Annual Award (as defined above) from 13,500 shares to 15,400 shares. The compensation committee and the board of directors intend to re-evaluate the size of the Initial Award and Annual Award ahead of the annual meeting based on changes in the Company's stock price.

  6. Director Compensation for Fiscal Year 2025

    Director Compensation for Fiscal Year 2025 The following table sets forth information regarding the compensation earned for service on our board of directors during the year ended December 31, 2025 by non-executive directors. Mr. Schimmelpennink did not receive any additional compensation for his service as a director in 2025. Mr. Schimmelpennink's compensation as a named executive officer is set forth below under “— Summary Compensation Table.”

  7. Director Compensation for Fiscal Year 2025

    | Name | Fees earned or paid in cash ($) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Jeff George(2) | 80,000 | 304,081 | — | 384,081 | | Frederic Guerard(3) | 59,500 | 304,081 | — | 363,581 | | James McCollum(4) | 40,000 | 304,081 | — | 344,081 | | Shelley Thunen(5) | 61,000 | 304,081 | — | 365,081 | | Zach Scheiner(6) | 52,500 | 304,081 | — | 356,581 | | Kimberlee C. Drapkin(7) | 51,000 | 304,081 | — | 355,081 |

  8. Director Compensation for Fiscal Year 2025

    _________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during 2025, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (2)As of December 31, 2025, Mr. George holds outstanding options to purchase 40,500 shares. (3)As of December 31, 2025, Dr. Guerard holds outstanding options to purchase 94,968 shares. (4)As of December 31, 2025, Mr. McCollum holds outstanding options to purchase 40,500 shares. (5)As of December 31, 2025, Ms. Thunen holds outstanding options to purchase 40,500 shares. (6)As of December 31, 2025, Dr. Scheiner holds outstanding options to purchase 40,500 shares. (7)As of December 31, 2025, Ms. Drapkin holds outstanding options to purchase 48,938 shares.

  9. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our board of directors currently consists of seven directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class II directors will be elected for a three-year term, each to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  10. Summary Compensation Table for the Fiscal Year Ended December 31, 2025

    Summary Compensation Table for the Fiscal Year Ended December 31, 2025 The following table shows the compensation earned by our named executive officers for the fiscal years ended December 31, 2025 and 2024.

  11. Summary Compensation Table for the Fiscal Year Ended December 31, 2025

    | Name and principal position | Year | Salary ($) | Option awards ($)(1) | Non-equity incentive plan compensation ($)(2) | All other compensation ($)(3) | Total ($) | | Evert Schimmelpennink | | | | | | | | President and Chief Executive Officer | 2025 | 690,000 | 5,793,809 | 538,200 | 14,000 | 7,036,009 | | | 2024 | 607,125 | 5,912,135 | 450,450 | 13,800 | 6,983,510 | | Marc Odrich | | | | | | | | Chief Medical Officer | 2025 | 500,000 | 1,662,788 | 260,000 | 14,000 | 2,436,788 | | | 2024 | 466,250 | 1,306,893 | 252,200 | 13,800 | 2,039,143 | | Shawn Olsson | | | | | | | | Chief Commercial Officer | 2025 | 467,500 | 1,662,788 | 243,100 | 14,000 | 2,387,388 | | | 2024 | 412,683 | 1,306,893 | 225,160 | 13,800 | 1,958,536 |

  12. Summary Compensation Table for the Fiscal Year Ended December 31, 2025

    __________________ (1)In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during the indicated year, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. The assumptions used in calculating the grant date fair value of the awards disclosed in this column for 2025 are set forth in Note 10 to LENZ’s consolidated financial statements included in our Form 10-K for the year ended December 31, 2025 and for awards granted in 2024, in the corresponding note in our Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (2)These amounts represent performance-based cash bonuses earned under the Incentive Compensation Plan (as defined below) for the years ended December 31, 2025 and 2024, each of which was paid in the subsequent fiscal year. The Incentive Compensation Plan is more fully described below under the section titled “—Non-Equity Incentive Plan Compensation.” (3)The amounts reported represent matching contributions under LENZ’s 401(k) plan.

  13. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    Outstanding Equity Awards at Fiscal Year-End December 31, 2025 The following table sets forth certain information regarding equity awards granted to our named executive officers that remained outstanding as of December 31, 2025. The number of shares subject to each award granted prior to the Merger and, where applicable, the exercise price per share, reflect all changes as a result of our capitalization adjustments in connection with the Merger.

  14. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | | Option Awards | | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($)(1) | Option expiration date | | Evert Schimmelpennink | 3/8/2021(2) | 337,906 | — | 1.04 | 3/7/2031 | | | 11/24/2022(2) | 82,723 | — | 5.05 | 11/23/2032 | | | 6/20/2023(2) | 217,156 | 98,708(3) | 6.04 | 6/19/2033 | | | 3/21/2024(4) | 207,812 | 267,188(5) | 15.05 | 3/20/2034 | | | 1/9/2025(4) | — | 279,100(6) | 26.34 | 1/8/2035 | | Marc Odrich | 6/20/2023(2) | 45,699 | 20,773(3) | 6.04 | 6/19/2033 | | | 3/21/2024(4) | 45,937 | 59,063(5) | 15.05 | 3/20/2034 | | | 1/9/2025(4) | — | 80,100(6) | 26.34 | 1/8/2035 | | Shawn Olsson | 8/19/2021(2) | 53,241 | — | 2.08 | 8/18/2031 | | | 11/24/2022(2) | 30,466 | — | 5.05 | 11/23/2032 | | | 6/20/2023(2) | 35,004 | 15,911(3) | 6.04 | 6/19/2033 | | | 3/21/2024(4) | 45,937 | 59,063(5) | 15.05 | 3/20/2034 | | | 1/9/2025(4) | — | 80,100(6) | 26.34 | 1/8/2035 |

  15. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (1)The stock option awards that were granted by LENZ OpCo prior to the closing of the Merger were granted with a per share exercise price equal to the fair market value of one share of LENZ OpCo common stock on the date of grant, as determined in good faith by its board of directors based on third party valuations of its common stock. The stock option awards granted following the closing of the Merger were granted with a per share exercise price equal to the closing price of the Company’s common stock in trading on Nasdaq on the date of grant. (2)Stock option award was granted under and subject to the terms of the LENZ OpCo 2020 Equity Incentive Plan (the "2020 Plan"). (3)Twenty-five percent of the shares subject to the option vested on March 6, 2024, and 1/36th of the remaining shares subject to the award shall vest each month thereafter on the same day of the month, subject to the named executive officer continuing to be a service provider to LENZ through each such date. All of the shares underlying the option are subject to an early exercise provision pursuant to which such named executive officer may exercise the option for shares of restricted stock subject to LENZ’s right to repurchase such shares that lapses on the same vesting schedule as would have applied to such shares under the option. Additionally, the option is subject to certain equity acceleration benefits provided for in the Severance Policy. For a summary of the material terms of the Severance Policy, please see the section of this proxy statement below titled “Potential Payments Upon Termination or Change of Control.” (4)Stock option award was granted under and subject to the terms of the 2024 Equity Incentive Plan. (5)Twenty-five percent of the shares subject to the option vested on March 21, 2025, and 1/36th of the remaining shares subject to the award shall vest each month thereafter on the same day of the month, subject to the named executive officer continuing to be a service provider to LENZ through each such date. Additionally, the option is subject to certain equity acceleration benefits provided for in the Severance Policy. For a summary of the material terms of the Severance Policy, please see the section of this proxy statement below titled “Potential Payments Upon Termination or Change of Control.” (6)Twenty-five percent of the shares subject to the option shall vest on January 9, 2026, and 1/36th of the remaining shares subject to the award shall vest each month thereafter on the same day of the month, subject to the named executive officer continuing to be a service provider to LENZ through each such date. Additionally, the option is subject to certain equity acceleration benefits provided for in the Severance Policy. For a summary of the material terms of the Severance Policy, please see the section of this proxy statement below titled “Potential Payments Upon Termination or Change of Control.”

  16. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Regardless of the manner in which an officer’s service terminates, that officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation, as applicable. Mr. Schimmelpennink, Dr. Odrich and Mr. Olsson hold stock options granted subject to the general terms of the 2020 Plan and the 2024 Plan. A description of the termination and change in control provisions in the 2020 Plan and applicable to the stock options granted to such officers under the 2020 Plan is provided below in the section titled “LENZ OpCo 2020 Equity Incentive Plan” and a description of such provisions applicable to the 2024 Plan and stock options granted under such plan are provided below in the section titled “2024 Equity Incentive Plan”. In connection with the closing of the Merger, the Company adopted an executive change in control and severance policy (the “Severance Policy”) for eligible employees of the Company including the executive officers and other key employees, effective as of the closing of the Merger. The Severance Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended). The compensation committee of the board of directors administers the Severance Policy, and designates individuals as eligible to participate in the Severance Policy, whether individually or by position or category of position. Each participant in the Severance Policy must execute a participation agreement (each an “Eligible Employee”). Pursuant to the Severance Policy, upon a termination of an Eligible Employee’s employment (x) by the Company without Cause (as such term is defined in the Severance Policy) (excluding by reason of the Eligible Employee’s death or disability) or (y) by the Eligible Employee for Good Reason (as such term is defined in the Severance Policy) (such termination, a “Qualified Termination”), in either case, outside of the period beginning 3 months prior to a Change in Control (as such term is defined in the Severance Policy) and ending 12 months following a Change in Control (the “Change in Control Period”), (the “Non-CIC Qualified Termination”), Eligible Employees will be eligible to receive (i) a lump sum payment equal to (A) 12 months of annualized base salary with respect to the Company’s Chief Executive Officer, (B) 9 months of annualized base salary with respect to the Company’s Senior Vice Presidents and Executive Officers other than the Company’s Chief Executive Officer, and (C) 3 months plus 2 weeks per year of continuous service of annualized base salary with respect to the Company’s Vice Presidents, and (ii) subject to a valid election under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the cost of such continuation coverage for the Eligible Employee and any of the Eligible Employee’s eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her Non-CIC Qualified Termination until the earliest of the date which the Eligible Employee or their eligible dependents become covered under similar plans, the date which the Eligible Employee ceases to be eligible for coverage under COBRA, or (A) 12 months following the Non-CIC Qualified Termination with respect to the Company’s Chief Executive Officer, (B) 9 months following the Non-CIC Qualified Termination with respect to the Company’s Senior Vice Presidents and Executive Officers other than the Company’s Chief Executive Officer, and (C) 3 months plus 2 weeks per year of continuous service following the Non-CIC Qualified Termination with respect to the Company’s Vice Presidents. Any unvested portion of the Eligible Employee’s then-outstanding equity awards will remain outstanding until the earlier of (A) 3 months following the Non-CIC Qualified Termination or (B) the occurrence of a Change in Control, provided that, if no Change in Control occurs within the 3 months following a Non-CIC Qualified Termination, any unvested portion of the Eligible Employee’s equity awards automatically and permanently will be forfeited on the 3-month anniversary following such termination date without having vested. If a Qualified Termination occurs during a Change in Control Period (the “CIC Qualified Termination”), the Eligible Employee will be entitled to receive (i) a lump sum payment equal to (A) 18 months of annualized base salary with respect to the Company’s Chief Executive Officer, (B) 12 months of annualized base salary with respect to the Company’s Senior Vice Presidents and Executive Officers other than the Company’s Chief Executive Officer, and (C) 6 months of annualized base salary with respect to the Company’s Vice Presidents, (ii) subject to a valid election under COBRA, the cost of such continuation coverage for the Eligible Employee and any of the Eligible Employee’s eligible dependents that were covered under the Company’s health care plans immediately prior to the date of his or her CIC Qualified Termination until the earliest of the date which the Eligible Employee or their eligible dependents become covered under similar plans, the date which the Eligible Employee ceases to be eligible for coverage under COBRA, or (A) 18 months following the CIC Qualified Termination with respect to the Company’s Chief Executive Officer, (B) 12 months following the CIC Qualified Termination with respect to the Company’s Senior Vice Presidents and Executive Officers other than the Company’s Chief Executive Officer, and (C) 6 months following the CIC Qualified Termination with respect to the Company’s Vice Presidents, (iii) a lump-sum payment equal to a percentage of the Eligible Employee’s target bonus in effect for the fiscal year which the CIC Qualified Termination occurs in, which such percentage is (A) 150% with respect to the Company’s Chief Executive Officer, (B) 100% with respect to the Company’s Senior Vice Presidents and Executive Officers other than the Company’s Chief Executive Officer, and (C) 50% with respect to the Company’s Vice Presidents, and (iv) acceleration of vesting as to 100% of the then-unvested shares or rights subject to all of the Eligible Employee’s equity awards. In the case of an equity award subject to performance-based vesting conditions, unless otherwise specified in the applicable equity award agreement governing the award, all performance goals and other vesting criteria will be deemed achieved at target. The Severance Policy further provides that if any payment or benefit that an Eligible Employee would receive from the Company or any other party (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. The receipt of payments and benefits under the Severance Policy is subject to the Eligible Employee signing and not revoking a separation agreement and release of claims no later than the sixtieth (60th) day following the Eligible Employee’s termination.

  17. Potential Payments Upon Termination or Change of Control

    For purposes of the Severance Policy, for the avoidance of doubt, Mr. Schimmelpennink will participate at the level of benefits provided to the Company’s Chief Executive officer, and Dr. Odrich and Mr. Olsson will participate at the level of benefits provided to the Company’s Senior Vice Presidents and Executive Officers other than the Company’s Chief Executive Officer.