DEF 14A of GeneDx Holdings Corp.
Filed Apr 29, 2024 · FY20230001818331-24-000025
Board of Directors
Board of Directors Our Board oversees our business affairs and works with our Chief Executive Officer and other senior management to determine our strategy and mission. In fulfilling its responsibilities, our Board is involved in strategic and operational planning, financial reporting, governance, compliance and risk oversight.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The Nominating and Governance Committee is responsible for identifying, considering and recommending candidates to the Board for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced and highly qualified Board. Candidates may come to our attention through current members of our Board, professional search firms, stockholders or other persons. Our Board encourages the selection of directors who will contribute to the Company’s overall corporate goals. The Nominating and Governance Committee may from time to time review and recommend to the Board the desired qualifications, expertise and characteristics of directors, including such factors as independence, diversity, geography, financial skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to our Board, ability to contribute to our Board’s overall effectiveness, and the needs of our Board and its committees. In evaluating potential candidates for the Board, the Nominating and Governance Committee considers these factors in the light of the specific needs of the Board of Directors at that time. We value diversity on a company-wide basis but have not adopted a specific policy regarding Board diversity.
Stockholder Recommendations for Nominations to the Board of Directors
Stockholder Recommendations for Nominations to the Board of Directors The Nominating and Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board who meet the minimum qualifications as described above. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the Board by complying with the procedures in Article I, Section 1.12.1 of our Amended and Restated Bylaws (as amended, the “Bylaws”). Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, at GeneDx Holdings Corp., 333 Ludlow Street, North Tower, 6th Floor, Stamford, Connecticut 06902. Submissions must include the full name of the proposed nominee, age, business and residential address, the principal occupation or employment of such nominee, other information regarding the nominee and proposing stockholder as specified in the Bylaws, and certain representations regarding the nomination. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Governance Committee. Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board is set forth below under the section titled “Future Stockholder Proposals.” In addition to satisfying the foregoing requirements under the Bylaws, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2024 annual meeting of stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
PROPOSAL NO. 1 - THE CLASS III DIRECTOR ELECTION
PROPOSAL NO. 1 - THE CLASS III DIRECTOR ELECTION Our Board is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at this meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders to be held in 2025 and 2026, respectively. Each director will be elected by a plurality of the votes present online at the Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the three individuals nominated for election to the Board of Directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” any of the nominees or “WITHHOLD” your vote with respect to any of the nominees. Shares represented by proxies will be voted “FOR” the election of each of the Class III nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.
Nominees to the Board of Directors
Nominees to the Board of Directors The nominees and their ages as of April 15, 2024 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.
Nominees to the Board of Directors
| Name | Age | Class | | Emily Leproust, Ph.D.(1)(2)(3) | 51 | Class III | | Keith Meister(3) | 51 | Class III | | Richard C. Pfenniger, Jr.(3) | 68 | Class III |
Nominees to the Board of Directors
(1)Member of our Nominating and Corporate Governance Committee. (2)Member of our Compensation Committee. (3)Member of our Audit Committee. Emily Leproust, Ph.D., has served as a member of our Board since September 2020. Dr. Leproust has been President and Chief Executive Officer of Twist Bioscience Corp., a biotechnology company, since co-founding Twist in 2013. Since October 2018, she has also served as chair of the board of directors for Twist. Prior to co-founding Twist, Dr. Leproust served in various positions at Agilent Technologies, Inc., an analytical instrumentation development and manufacturing company, most recently as its Director, Applications and Chemistry R&D from February 2009 to April 2013. Dr. Leproust holds a Ph.D. in Organic Chemistry from the University of Houston and a M.Sc. in Industrial Chemistry from the Lyon School of Industrial Chemistry. Dr. Leproust’s qualifications to serve on our Board include her extensive professional and educational experience in the life sciences industry. Keith Meister has served as a member of our Board since January 2022, and previously served as the Chairman of the Board of CMLS from July 2020 to July 2021. He founded Corvex Management LP, a New York based investment manager, in December 2010 and since its inception has served as its Managing Partner and Chief Investment Officer. From 2003 to 2010, Mr. Meister served as Chief Executive Officer and then Principal Executive Officer and Vice Chairman of the board of Icahn Enterprises L.P., the primary investment vehicle for Carl Icahn. In addition, Mr. Meister previously served as Chairman of CMLS II from December 2020 to September 2021 and CMLS III from January 2021 to December 2021. Mr. Meister also serves on the Board of Directors of MGM Resorts International, a global hospitality and entertainment company, and its affiliate BetMGM. Mr. Meister has previously served on the board of directors of numerous other public companies in his career, including Yum! Brands Inc., The Williams Companies, Inc., ADT, Inc., Ralcorp Holdings, Inc. and Motorola, Inc. (now Motorola Solutions, Inc.). He is Chairman of the board of the Harlem Children’s Zone and also serves on the board of trustees of the American Museum of Natural History. Mr. Meister holds a B.A. degree in government from Harvard College where he graduated cum laude. His qualifications to serve on our board of directors include his extensive leadership experience as managing partner and executive officer of an investment firm and a diversified holding company, his extensive public company directorship experience in a variety of industries, and his expertise in finance, capital markets, strategic development, and risk management. Richard C. Pfenniger, Jr., has served as a member of our Board since April 2022. Mr. Pfenniger is also a private investor who has served as an executive officer of several companies, including as Chief Executive Officer and President of Continucare Corporation, a provider of primary care physician and practice management services, from 2003 until 2011, where he also served as Chairman of the Board of Directors of Continucare Corporation from 2002 until 2011. Previously, Mr. Pfenniger served as the Chief Executive Officer and Vice Chairman of Whitman Education Group, Inc. from 1997 through 2003. Prior to joining Whitman, he served as the Chief Operating Officer of IVAX from 1994 to 1997, and, from 1989 to 1994, he served as the Senior Vice President-Legal Affairs and General Counsel of IVAX Corporation. Prior thereto he was engaged in the private practice of law. Mr. Pfenniger currently serves as a director of OPKO Health, Inc., a biopharmaceutical and medical diagnostics company, Asensus Surgical, Inc., a medical device company, Cocrystal Pharma, Inc., a development stage pharmaceutical company, and Fluent, Inc., a data driven performance marketing company. He also serves as the Vice Chairman of the Board of Trustees and as a member of the Executive Committee of the Phillip and Patricia Frost Museum of Science. Mr. Pfenniger previously served as a director of BioCardia, Inc., clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases, IntegraMed America, Inc., a private specialty healthcare services company offering products and services to patients and providers in the fertility and vein care segments of the health industry, Vein Clinics of America and Wright Investors’ Services Holdings, Inc., an investment management and financial advisory firm. Mr. Pfenniger’s experience as a chief executive officer, chief operating officer and general counsel, and knowledge of the healthcare business provide him with the qualifications and skills to serve as a director on our Board.
Continuing Directors
Continuing Directors The directors who are serving for terms that end after the Annual Meeting and their ages as of April 15, 2024 are provided in the table below. Additional biographical information for each continuing director is set forth in the text below the table.
Continuing Directors
| Name | Age | Class | Director Since | | Eli D. Casdin(1)(2) | 51 | Class I | July 2020 | | Joshua Ruch(1)(2) | 74 | Class I | July 2021 | | Katherine Stueland | 48 | Class II | April 2022 | | Jason Ryan | 49 | Class II | July 2021 |
Continuing Directors
(1)Member of our Nominating and Corporate Governance Committee. (2)Member of our Compensation Committee. Eli Casdin has served as a member of our Board since July 2020, and previously served as the Chief Executive Officer of CMLS from July 2020 to July 2021. Mr. Casdin founded Casdin Capital, LLC, an investment firm focused on the life sciences and healthcare industry, in November 2011, and currently serves as its Chief Investment Officer. Mr. Casdin has served on the boards of directors of Standard BioTools Inc. and 2seventy bio, Inc. since April 2022 and March 2024, respectively. Mr. Casdin has also served on the boards of directors of Exact Sciences Corp. from October 2017 to September 2020, Absci Corp. from December 2020 to July 20222, Century Therapeutics, Inc. from February 2021 to October 2022, EQRx, Inc. from January 2020 to November 2022, SomaLogic, Inc., from December 2021 to January 2024 (having previously served as the Chief Executive Officer of CMLS II from December 2020 to September 2021), and Tenaya Therapeutics, Inc., from October 2019 to December 2022. Mr. Casdin holds an M.B.A. from Columbia Business School and a B.S. degree from Columbia University School of General Studies. Mr. Casdin’s qualifications to serve on our Board include his extensive leadership experience as an executive officer of an investment firm, his extensive public and private company directorship experience in the life sciences and healthcare sectors, and his expertise in finance, capital markets, and the biotechnology industry. Joshua Ruch has served as a member of our Board since July 2021, and previously served as the Chairman of our Board from July 2021 to January 2022 and as a member of the board of directors of Legacy Sema4 from November 2017 to July 2021. Mr. Ruch is also a managing partner and co-founder of Rho Capital Partners, an investment and venture capital management company focused on innovative technology and has held such positions since the founding of Rho Capital Partners in 1981. Prior to co-founding Rho Capital Partners and Rho Ventures in 1981, Mr. Ruch worked as an investment banker at Salomon Brothers in New York, a multinational investment bank. In addition to GeneDx, Mr. Ruch is also a trustee of the Mount Sinai Health System, Carnegie Hall and the National Humanities Center, and is a member of the Board of Governors of the Technion – Israel Institute of Technology and the Steering Committee of the Jacobs Institute. Mr. Ruch received an M.B.A. from the Harvard Business School and a B.S. in electrical engineering from the Technion – Israel Institute of Technology in Haifa, Israel. Mr. Ruch’s broad experience as an investor and serving on the boards of emerging technology companies, including health care and biotechnology companies, qualifies him to serve on our Board. Katherine Stueland has served as our Chief Executive Officer and a member of our Board since April 2022, following the completion of the Acquisition. Prior to the Acquisition, Ms.Stueland was the President and Chief Executive Officer of Legacy GeneDx. Prior to joining Legacy GeneDx, Ms. Stueland served as the Chief Commercial Officer at Invitae Corporation, a biotechnology company, from October 2016 to June 2021 and as the Head of Communications and Investor Relations at Invitae Corporation from November 2013 to October 2016, during which time she helped Invitae Corporation transition from a private to a public company. Ms. Stueland previously served as the Principal at Vivo Communications, a technology company, from January 2013 to December 2013, and as the Vice President of Communications and Investor Relations at Dendreon Corporation, a biotechnology company, from September 2009 to June 2012. Ms. Stueland also previously served on the board of the Rivkin Center, a non-profit organization dedicated to the treatment and prevention of cancer in women. Ms. Stueland earned a B.S. in English language and literature from Miami University of Ohio. Ms. Stueland’s extensive leadership experience as an executive officer of biotechnology companies and knowledge of GeneDx’s business provide her with the qualifications and skills to serve as a director on our Board. Jason Ryan has served as a member of our Board since July 2021, and as our Chairman since January 2022. Mr. Ryan previously served as our Executive Chairman from January 2022 to February 2024. Mr. Ryan served as Chief Operating and Financial Officer of Magenta Therapeutics, Inc., a biotechnology company, from January 2019 to November 2020. Prior to joining Magenta Therapeutics, Inc., Mr. Ryan previously served as Chief Financial Officer of Foundation Medicine, Inc., a molecular information company which became a wholly-owned subsidiary of Roche Holdings, Inc., from March 2015 to November 2018. Prior to his position as Chief Financial Officer of Foundation Medicine, Inc., Mr. Ryan served in various other finance roles at Foundation Medicine, including as Senior Vice President of Finance. Prior to joining Foundation Medicine, Inc., Mr. Ryan led the finance and strategic planning functions of various other life science companies including Taligen Therapeutics, Inc., Codon Devices Inc. and Genomics Collaborative, Inc. Mr. Ryan joined the board of directors of Singular Genomics Systems, Inc. in April 2021, and joined the board of directors of SomaLogic, Inc. in March 2023. He previously served on the board of directors of ArcherDX, Inc. (which was acquired by Invitae Corporation) from April 2020 to October 2020. He began his career at Deloitte & Touche LLP. Mr. Ryan holds an M.B.A. from Babson College and a B.S. in economics from Bates College and earned a C.P.A. in Massachusetts. Mr. Ryan’s extensive finance experience and his leadership experience in the life sciences and biopharmaceutical industries qualifies him to serve as a director on our Board.
Director Compensation
Director Compensation Please see the section entitled “Executive Compensation—Director Compensation” for a summary of payments made to our directors.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended December 31, 2023 and December 31, 2022:
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards(2) | All Other Compensation(3) | Total | | Katherine Stueland | 2023 | $675,000 | — | $2,829,420 | $— | $70,915 | $3,575,335 | | Chief Executive Officer | 2022 | 453,557 | 573,800 | 5,445,707 | 5,397,727 | 11,563 | 11,882,354 | | Jason Ryan | 2023 | 343,471 | — | 628,754 | — | 20,239 | 992,464 | | Chairman of the Board (4) | 2022 | 510,923 | 108,000 | 1,658,374 | 876,649 | 39,515 | 3,193,461 | | Kevin Feeley | 2023 | 450,000 | — | 1,086,035 | — | 38,192 | 1,574,227 | | Chief Financial Officer | 2022 | 294,231 | 191,300 | 1,605,679 | 1,542,770 | 23,700 | 3,657,680 | | Kareem Saad | 2023 | 375,000 | — | 771,658 | — | 41,360 | 1,188,018 | | Chief Transformation Officer | 2022 | 375,000 | 34,000 | 849,833 | 762,927 | 45,269 | 2,067,029 |
2023 Summary Compensation Table
(1)The amounts reported reflect the annual performance-based cash bonus amounts awarded to our named executive officers for their service in 2023 and 2022, as applicable. For additional information regarding the bonus compensation, see “—Bonuses.” (2)Amounts represent the grant date fair value of the restricted stock units awarded to the named executive officer during 2023 and 2022 and the stock options awarded to the named executive officer during 2022 in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in determining the grant date fair value of the restricted stock units and stock options are set forth in Note 12 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In determining the total value of the equity awards, we have considered all grants issued during the year as earned by the respective executive officers. (3)The amounts reported in this column represent our matching contributions made on behalf of our named executive officers under our 401(k) plan, and other personal benefits including reimbursement for travel costs of $70,915 for Ms. Stueland, $3,480 for Mr. Ryan, $38,192 for Mr. Feeley and $41,360 for Mr. Kareem during 2023. (4)Following the expiration of his employment agreement on December 31, 2023 in accordance with its terms, on February 23, 2024, Mr. Ryan resigned from his officer position as the Executive Chairman of the Company, effective February 23, 2024. Mr. Ryan continues to serve as a member of and as the Chairman of the Board of Directors.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023:
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards (1) | | | | | Stock Awards (1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(*) | | Katherine Stueland | 5/2/2022(2) | 26,902 | 80,708 | $72.60 | 5/2/2032 | | | | | 5/2/2022(2) | | | | | 46,488 | $127,842 | | | 12/9/2022(3) | | | | | 78,558 | $216,035 | | | 4/26/2023(3) | | | | | 243,750 | $670,313 | | Jason Ryan | 10/15/2021(4) | 675 | — | $257.07 | 10/14/2031 | | | | | 10/15/2021(5) | 487 | 188 | $257.07 | 10/15/2031 | | | | | 1/18/2022(6) | 13,022 | — | $113.85 | 1/18/2032 | | | | | 10/15/2021(5) | | | | | 130 | $358 | | Kevin Feeley | 5/2/2022(2) | 5,231 | 15,693 | $72.60 | 5/2/2032 | | | | | 9/1/2022(3) | 6,227 | 13,700 | $32.67 | 9/1/2032 | | | | | 5/2/2022(2) | | | | | 9,039 | $24,857 | | | 9/1/2022(3) | | | | | 7,891 | $93,679 | | | 12/9/2022(3) | | | | | 29,545 | $81,249 | | | 4/26/2023(3) | | | | | 93,560 | $257,290 |
Outstanding Equity Awards at 2023 Fiscal Year-End
* The closing market price of our Class A Common Stock on December 29, 2023, was $2.75 per share. This was the last market day of 2023. (1)The outstanding stock options were granted under our 2021 Equity Incentive Plan and pursuant to our prior merger agreements, as applicable. The outstanding RSUs were granted under our 2021 Equity Incentive Plan and pursuant to our prior merger agreements, as applicable. (2)1/4th of the total shares underlying the stock options vest on April 29, 2023, 1/4th of the total shares underlying the stock options vest on April 29, 2024, and 1/16th of the total shares underlying the stock option vest on each quarterly anniversary thereof through April 29, 2026. (3)These stock options and RSUs vest in quarterly installments over a four-year period. (4)These stock options were granted to Mr. Ryan in connection with his service as a member of our board of directors, prior to his appointment as our former Executive Chairman. These stock options vested on the earlier of (i) the date of the next annual meeting of the Company’s stockholders following the grant date and (i) the first anniversary of the grant date. (5)These stock options and RSUs were granted to Mr. Ryan in connection with his service as a member of our board of directors, prior to his appointment as our former Executive Chairman. The stock options will vest in equal monthly installments over the three-year period following the grant date, and the RSUs will vest in equal annual installments over the three-year period following the grant date, in each case so long as Mr. Ryan continues to provide services to the Company through such vesting date. (6)The shares underlying the stock option fully vested on December 31, 2022.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Pursuant to her employment agreement, if Ms. Stueland is terminated without “cause” or resigns for “good reason” (as such terms are defined in her employment agreement) other than in connection with a change in control, she will be entitled to receive 24 months of base salary continuation and 12 months of continued coverage under our group health benefit plans, subject to her execution of a release of claims. If instead such termination occurs within the period commencing three months prior to (or the date on which the Company has commenced engagement with a change in control counterparty, if later) and ending 12 months following a change in control, she will be entitled to receive 24 months of base salary continuation, a lump sum payment equal to two times her target annual bonus, 24 months of continued coverage under our group health benefit plans, and accelerated vesting of her outstanding equity-based compensation awards, subject to her execution of a release of claims. As described above in “—Outstanding Equity Awards at 2023 Fiscal Year-End”, a portion of the stock options held by Ms. Stueland would vest upon a change in control transaction. Pursuant to his employment agreement, if Mr. Feeley is terminated without “cause” or resigns for “good reason” (as such terms are defined in his employment agreement) other than in connection with a change in control, he will be entitled to receive 9 months of base salary continuation and 12 months of continued coverage under our group health benefit plans, subject to his execution of a release of claims. If instead such termination occurs within the 12-month period following a change in control, he will be entitled to receive 12 months of base salary continuation, a lump sum payment equal to one times his target annual bonus, 12 months of continued coverage under our group health benefit plans, and accelerated vesting of his outstanding equity-based compensation awards, subject to his execution of a release of claims. Pursuant to his employment agreement, if Mr. Ryan was terminated without “cause” or resigns for “good reason” (as such terms were defined in his employment agreement), he would be entitled to receive base salary continuation until December 31, 2023 and continued coverage under our group health benefit plans until December 31, 2023, subject to his execution of a release of claims. In addition, the performance goals applicable to the performance-based RSUs granted to Mr. Ryan would be deemed to have been achieved at 100% of the target performance in the event of a change in control.
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We adopted a non-employee director compensation policy that is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Our non-employee directors will receive an annual cash retainer of $40,000, payable quarterly, and a grant of stock options and RSUs with an aggregate grant-date value of $200,000, which will vest on the earlier of the first anniversary of the grant date and the next annual meeting of our stockholders. New non-employee directors will receive a grant of stock options RSUs upon joining our Board with an aggregate grant-date value of $400,000, which will vest over the three-year period following the grant date. Members of our audit committee will receive an additional annual cash retainer of $10,000, and the chairperson of our audit committee will receive an additional cash retainer of $20,000 (in lieu of the annual retainer for membership on the audit committee). Members of our compensation committee will receive an additional annual cash retainer of $7,500, and the chairperson of our compensation committee will receive an additional cash retainer of $15,000 (in lieu of the annual retainer for membership on the compensation committee). Members of our nominating and governance committee will receive an additional annual cash retainer of $5,000, and the chairperson of our nominating and governance committee will receive an additional cash retainer of $10,000 (in lieu of the annual retainer for membership on the compensation committee).
2023 Director Compensation Table
2023 Director Compensation Table The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2023. Ms. Stueland and Mr. Ryan did not receive any compensation for their service as a director during fiscal year 2023, while also serving as Chief Executive Officer and Executive Chairman, respectively. Other than as described below, none of our non-employee directors received any fees or reimbursement of any expenses (other than customary expenses in connection with the attendance of meetings of our Board) or any equity or non-equity awards in the year ended December 31, 2023. Please see the section entitled “Executive Compensation—2023 Summary Compensation Table” for a summary of payments made to Ms. Stueland and Mr. Ryan.
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash | Option Awards (1)(2) | Restricted Stock and Other Securities (1)(2) | Total | | Joshua Ruch | $60,000 | $56,012 | $45,983 | $161,995 | | Eli D. Casdin | $52,500 | $56,012 | $45,983 | $154,495 | | Emily Leproust, Ph.D. | $58,750 | $56,012 | $45,983 | $160,745 | | Keith Meister | $60,000 | $56,012 | $45,983 | $161,995 | | Richard Pfenninger, Jr. | $45,000 | $56,012 | $45,983 | $146,995 |
2023 Director Compensation Table
(1)The amounts reported in this column represent the aggregate grant date fair value of the awards granted under our 2021 Equity Incentive Plan to our directors during the year ended December 31, 2023, as computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the awards reported in the Option Awards and Restricted Stock and Other Securities columns are set forth in Note 12 to our financial statements included elsewhere in this proxy statement. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards granted during the year, and do not necessarily correspond to the actual economic value that may be received by the director from the awards. (2)The following table sets forth information regarding the aggregate number of shares of our Class A Common Stock underlying outstanding stock options held by our non-employee directors as of December 31, 2023 and the aggregate number of unvested shares of our Class A Common Stock underlying outstanding RSU awards held by our non-employee directors as of December 31, 2023:
2023 Director Compensation Table
| Name | Shares Underlying Unexercised Stock Options | Unvested Shares of Restricted Stock Units | | Joshua Ruch | 3,553 | 5,958 | | Eli D. Casdin | 3,066 | 5,828 | | Emily Leproust, Ph.D. | 3,066 | 5,828 | | Keith Meister | 2,391 | 5,828 | | Richard Pfenninger, Jr. | 2,523 | 7,664 |