txg-20230428

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

______________________


Filed by the Registrant			x			Filed by a Party other than the Registrant			o


Check the appropriate box:

o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

10x Genomics, Inc.

(Name of Registrant as Specified In Its Charter)



Payment of Filing Fee (Check the appropriate box):

x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11.

April 28, 2023

To Stockholders of 10x Genomics, Inc.:

Our 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”) will be held on Wednesday, June 14, 2023 at 1:30 p.m. PDT. The 2023 Annual Meeting will be conducted exclusively online via a live webcast. You will be able to attend the meeting, submit your questions online during the meeting and vote your shares electronically at the meeting by visiting https://web.lumiagm.com/213535898. Because the meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the meeting physically in person. The attached notice and proxy statement describe the formal business to be transacted at the meeting.

Whether or not you attend the virtual 2023 Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to vote promptly and submit your proxy via regular mail, online or by telephone. The 2023 Annual Meeting is being held so that stockholders may consider:

Proposal One: the election of the three Class I directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2026 annual meeting of stockholders or until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification or removal;

Proposal Two: the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

Proposal Three: a vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

The Board recommends that you vote FOR the election of each of the nominees named in Proposal One of the accompanying proxy statement and FOR each of Proposals Two and Three. Information about the matters to be acted upon at the 2023 Annual Meeting is contained in the accompanying proxy statement.

On behalf of the board of directors and the officers and employees of 10x Genomics, Inc., I would like to take this opportunity to thank our stockholders for their continued support.


			Sincerely,

			Serge Saxonov
			Chief Executive Officer and Director

Table of Contents

TABLE OF CONTENTS



			Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
ABOUT THE MEETING			2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			8
DIRECTOR COMPENSATION			14
PROPOSAL ONE: Election of Directors			16
PROPOSAL TWO: Ratification of Independent Registered Public Accounting Firm			19
AUDIT COMMITTEE REPORT			21
PROPOSAL THREE: Advisory Vote on Executive Compensation			22
COMPENSATION COMMITTEE REPORT			23
EXECUTIVE OFFICERS			24
EXECUTIVE COMPENSATION			25
PAY-VERSUS-PERFORMANCE			47
STOCK OWNERSHIP			53
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			57
OTHER MATTERS			57
PROPOSALS OF STOCKHOLDERS FOR OUR 2023 ANNUAL MEETING			59

10x Genomics, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that our 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”) will be held virtually via live webcast on the Internet on Wednesday, June 14, 2023 at 1:30 p.m. PDT for the following purposes:

1.Election of the three Class I directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2026 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal;

2.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.A vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers; and

4.To transact such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

These proposals are more fully described in the proxy statement ("Proxy Statement") following this Notice of Internet Availability of Proxy Materials ("Notice").

Our board of directors recommends that you vote: (i) FOR the election of the respective nominees for Class I directors named in the Proxy Statement to serve as directors of the company; (ii) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iii) FOR the non-binding, advisory resolution approving the compensation of our named executive officers. You will be able to attend the meeting, submit your questions online during the meeting and vote your shares electronically at the meeting by visiting https://web.lumiagm.com/213535898.

Our board of directors has fixed the close of business on April 19, 2023 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the 2023 Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the 2023 Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2023 Annual Meeting, we urge you to submit your vote via regular mail, online or via telephone as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to your electronic proxy materials, or the enclosed proxy card or voting instructions. We encourage you to vote by internet or telephone. It is convenient, conserves paper and saves the company postage and other costs. Returning the proxy does not deprive you of your right to attend the 2023 Annual Meeting and to vote your shares at the 2023 Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting to Be Held on June 14, 2023. Our proxy materials, including the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022, are available free of charge at http://www.astproxyportal.com/ast/23039.


			By order of the board of directors,

			Serge Saxonov
			Chief Executive Officer and Director
			April 28, 2023

Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about April 28, 2023.

10X GENOMICS, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

June 14, 2023

IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS

The Securities and Exchange Commission (the “SEC”) has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

•the full set delivery option; or

•the notice only option.

A company may use a single method for all of its stockholders or use full set delivery for some while adopting the notice only option for others. In connection with our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), we have elected to use the notice only option.

Full Set Delivery Option

Under the full set delivery option, which we have elected NOT to use for the 2023 Annual Meeting, a company delivers all proxy materials to its stockholders by mail. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website. Although we have elected to use the notice only option in connection with the 2023 Annual Meeting, we may choose to use the full set delivery option in the future.

Notice Only Option

Under the notice only option, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Materials.” The notice includes, among other things:

•information regarding the date and time of the 2023 Annual Meeting of stockholders as well as the items to be considered at the meeting;

•information regarding the website where the proxy materials are posted; and

•various means by which a stockholder can request paper or e-mail copies of the proxy materials.

By reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of paper products. As stated above, in connection with our 2023 Annual Meeting, we have elected to use the notice only option. Accordingly, you will not receive all proxy materials by mail. These proxy materials include the Notice relating to the 2023 Annual Meeting, Proxy Statement, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report"), which are available at http://www.astproxyportal.com/ast/23039. If a stockholder requests paper copies of the proxy materials, these materials must be sent to the stockholder within three business days and by first class mail.

ABOUT THE MEETING

Our 2023 Annual Meeting will be held on Wednesday, June 14, 2023, at 1:30 p.m. PDT. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend this year's annual meeting, vote and submit your questions online during the meeting by visiting https://web.lumiagm.com/213535898, entering your control number and the password: 10xgenomics2023. For directions on how to participate in the 2023 Annual Meeting, go to "How do I vote - Before or During the 2023 Annual Meeting? on page 4 below.

The meeting webcast will begin promptly at 1:30 p.m., PDT. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:30 p.m., PDT, and you should allow ample time for the check-in procedures. If you encounter difficulties accessing the virtual meeting, please log into https://go.lumiglobal.com/faq. A replay of the 2023 Annual Meeting will be posted as soon as practical on our investor relations website: https://investors.10xgenomics.com/.

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with the solicitation by our board of directors of proxies for use at our 2023 Annual Meeting, which will take place on June 14, 2023. Stockholders are invited to attend the 2023 Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

All stockholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and the Annual Report filed with the SEC on February 16, 2023. The Notice includes information on how to access the proxy materials, how to submit your vote over the Internet, by phone or how to request a paper copy of the proxy materials. This Proxy Statement and the Annual Report are available at http://www.astproxyportal.com/ast/23039.

What is the purpose of the 2023 Annual Meeting?

At our 2023 Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this Proxy Statement, consisting of (1) the election of the three Class I directors listed in the accompanying proxy statement; (2) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) a vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers; and (4) any other matters that properly come before the meeting.

Who is entitled to vote at the 2023 Annual Meeting?

Only holders of our common stock as of the close of business on April 19, 2023, the record date, are entitled to receive notice of, to attend and participate, and to vote at the 2023 Annual Meeting. In deciding all matters at the 2023 Annual Meeting, each stockholder will be entitled to one vote for each share of our Class A common stock and ten votes for each share of our Class B common stock owned as of the record date. We do not have cumulative voting rights for the election of directors. As of the record date, there were 98,117,778 shares of our Class A common stock and 18,067,255 shares of our Class B common stock outstanding and entitled to vote. We do not have any outstanding shares of preferred stock.

Is there a list of stockholders entitled to vote at the 2023 Annual Meeting?

The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Secretary at ir@10xgenomics.com to arrange for access to the stockholder list.

What constitutes a quorum?

The presence at the meeting or representation by proxy of the holders of common stock representing a majority of the voting power of the issued and outstanding shares of stock on the record date will constitute a quorum, permitting the meeting to conduct its business. Virtual attendance at our 2023 Annual Meeting constitutes presence in person for purposes of a quorum at the meeting. Each of (a) the shares held by each stockholder who properly submits a proxy, (b) shares represented by broker non-votes that are present in person or represented by proxy and entitled to vote at the 2023 Annual Meeting and (c) votes to ABSTAIN will be counted for purposes of determining the presence of a quorum at the 2023 Annual Meeting.

If less than a majority of the combined voting power of the outstanding shares of common stock is represented at the 2023 Annual Meeting, a majority of the shares so represented may adjourn the 2023 Annual Meeting from time to time without further notice.

What vote is required to approve each item?

The affirmative vote of holders of a majority of the votes cast is required for (a) each of the nominees named in this Proxy Statement in order to be elected as a Class I director, (b) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, (c) the approval of the non-binding, advisory vote to approve the compensation of our named executive officers and (d) the approval of any other matter that may be properly submitted to a vote of our stockholders.

The inspector of election for the 2023 Annual Meeting shall determine the number of shares of common stock represented at the meeting, the existence of a quorum and the validity and effect of proxies and shall count and tabulate ballots and votes and determine the results thereof.

How are broker non-votes and abstentions treated?

As discussed above, proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum. However, neither abstentions nor broker non-votes are counted as voted either for or against a proposal and, as such, will not affect the outcome of the vote on any proposal.

A “broker non-vote” will occur when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary power with respect to that proposal and has not received instructions from the beneficial owner. A broker is authorized to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not authorized to vote shares held for a beneficial owner on “non-routine” matters without instructions from the beneficial owner of those shares.

The only “routine” proposal on which your broker is entitled to vote your shares if no instructions are received from you is Proposal Two, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposals One and Three are each considered a “non-routine” matter. If you are a beneficial owner and you do not provide your broker with specific instructions on how to vote your shares, the broker that holds your shares will not be authorized to vote on Proposal One or Proposal Three. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the 2023 Annual Meeting.

What are the Board of Directors’ recommendations?

As more fully discussed under the section titled “Matters to Come Before the 2023 Annual Meeting,” our board of directors recommends a vote FOR the election of the respective nominees for Class I directors named in the Proxy Statement to serve as directors of the company until our annual meeting of stockholders in 2026 or until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal; FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

Unless contrary instructions are indicated on the enclosed proxy card, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted (1) FOR the election of the respective nominees for Class I directors named in this Proxy Statement; (2) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; (3) FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and (4) in accordance with the recommendation of our board of directors, FOR or AGAINST all other matters as may properly come before the 2023 Annual Meeting. If a stockholder specifies a different choice by means of the enclosed proxy card or voting instruction form, such shares will be voted in accordance with the specification made.

How do I vote - Before or During the 2023 Annual Meeting?

Before the 2023 Annual Meeting - Beneficial Owners:

If you are a beneficial owner (that is, if you hold your shares through a bank, broker or other holder of record), you must vote in accordance with the voting instruction form provided by your bank, broker or other holder of record. If you are a beneficial owner, the availability of telephone or internet voting will depend upon your bank’s, broker’s or other holder of record’s voting process.

Before the 2023 Annual Meeting - Record holders:

If you are a stockholder of record or record holder (that is, if your shares are registered in your name), you may vote by following the instructions set forth in the Notice or on your proxy card as follows:

•Vote by Internet: Go to www.voteproxy.com until 11:59 p.m. EDT on June 13, 2023.

•Vote by Phone: Call toll-free 1-800-776-9437 in the United States or 1-718-921-8500 from foreign countries and follow the instructions, until 11:59 p.m. EDT on June 13, 2023.

•Vote by Mail: If you request or receive a paper proxy card by mail, complete, sign and date the proxy card and return it in the postage-paid envelope that is enclosed with your proxy materials.

During the 2023 Annual Meeting - Beneficial Owners:

If you are a beneficial owner, to vote electronically or submit a question online at the 2023 Annual Meeting, you must first obtain a valid legal proxy from your bank, broker, or other holder of record and then register in advance to attend the 2023 Annual Meeting. Follow the instructions from your bank, broker or other holder of record included in the proxy materials that you are provided, or contact your bank, broker, or other holder of record to request a legal proxy form.

After obtaining a valid legal proxy from your bank, broker or other holder of record, to register to vote electronically or submit a question online at the 2023 Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company, LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. EDT, on May 30, 2023. You will receive a confirmation of your registration by email and an 11 digit control number after American Stock Transfer & Trust Company, LLC receives your registration materials.

In order to vote electronically or submit a question online during the 2023 Annual Meeting, you will need to follow the instructions posted at https://web.lumiagm.com/213535898. Please have the 11 digit control number provided by American Stock Transfer & Trust Company, LLC when you registered and the password "10xgenomics2023."

If you are unable to locate your 11-digit control number and cannot log-in as a validated stockholder, you may opt to participate in the 2023 Annual Meeting as a "guest," and you will only be able to listen to the meeting and will not be able to vote or submit your questions during the meeting.

During the 2023 Annual Meeting - Record Holders:

If you are a stockholder of record, to vote electronically or submit a question online during the 2023 Annual Meeting, you will need to log into the meeting using the 11-digit control number provided by American Stock Transfer & Trust Company, LLC in your proxy materials by visiting https://web.lumiagm.com/213535898 (Password: "10xgenomics2023") and following the instructions posted.

Can I change my vote after I return my proxy card?

Yes. The giving of a proxy does not eliminate the right to vote at the 2023 Annual Meeting should any stockholder giving the proxy so desire. Stockholders have an unconditional right to revoke their proxy at any time prior to the exercise of that proxy by (1) voting at the 2023 Annual Meeting, (2) filing a written revocation or (3) submitting a duly executed proxy bearing a later date than the proxy being revoked with our Secretary at our headquarters.

If your shares of our Class A common stock are held in street name through a broker, bank or other nominee, you should contact the record holder of your shares regarding how to revoke your proxy or change your vote.

Who pays for costs relating to the proxy materials and annual meeting of stockholders?

The costs of preparing, assembling and mailing the proxy materials, along with the cost of posting the proxy materials on a website, are to be borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation for such tasks in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing. The costs of holding the 2023 Annual Meeting will also be borne by us.

What does it mean if I received more than one Notice, proxy card and /or voting instruction form?

If you receive more than one Notice, proxy card and/or voting instruction form, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice, proxy card and/or voting instruction form to ensure that all of your shares are voted.

How may I obtain a printed set of proxy materials?

Record holders - You will not receive a printed copy of the proxy materials unless you request to receive these materials by (1) visiting https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials, (2) calling 888-776-9962 in the United States or 718-921-8562 for international callers or (3) sending an email to info@astfinancial.com. If sending an email, please include your 11 digit control number found within your original proxy material distribution.

Beneficial owners - You will not receive a printed copy of the proxy materials unless you contact your bank, broker, or other holder of record to request a hard copy of the materials.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within 10x Genomics, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy materials in the mail, one copy of our Annual Report and this Proxy Statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

10x Genomics, Inc.

Attn: Secretary

6230 Stoneridge Mall Road

Pleasanton, CA 94588

(925) 401-7300

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

How can I find out the results of the voting at the 2023 Annual Meeting?

Voting results will be tabulated and certified by the inspector of elections appointed for the 2023 Annual Meeting. Preliminary voting results will be announced at the 2023 Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 2023 Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Independence

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if the company’s board of directors determines that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Sri Kosaraju, Mathai Mammen, Kimberly Popovits, Bryan Roberts, John Stuelpnagel and Shehnaaz Suliman, representing six of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” There are no family relationships among any of our executive officers or directors.

Each of the audit committee, compensation committee and nominating and corporate governance committee of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Board of Directors Leadership Structure

Our board of directors is currently chaired by John Stuelpnagel. As a general policy, our board of directors believes that separation of the positions of chairman of our board of directors and Chief Executive Officer and President (a) reinforces the independence of our board of directors from management, (b) creates an environment that encourages objective oversight of management’s performance and (c) enhances the effectiveness of our board of directors which we believe strengthens the governance structure of the company as a whole. As such, Serge Saxonov serves as our Chief Executive Officer and Benjamin Hindson serves as our President while John Stuelpnagel serves as the chairman of our board of directors but is not an executive officer. We currently expect and intend the positions of chairman of our board of directors and Chief Executive Officer and President to continue to be held by separate individuals in the future.

Role of Board of Directors in Risk Oversight

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including major operational, financial, cybersecurity, legal and reputational risk exposures. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters, data privacy, cybersecurity and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions with committee members about such risks. Our board of directors believes its administration of its risk oversight function has not negatively affected the board of directors’ leadership structure.

Additionally, our board of directors has been engaged with management in monitoring the market and industry developments, and management is in regular communication with the board of directors about the assessment and management of the significant risks to the company.

Board Diversity

Our board of directors reflects diversity of gender, race/ethnicity, nationality, age, professional background and viewpoints. The board of directors is committed to seeking out highly qualified candidates from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The table below illustrates the diversity of our board of directors as of March 31, 2023. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Listing Rule 5605(f).


Board Diversity Matrix (As of March 31, 2023)
Board Size:
Total Number of Directors	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity:
Directors	2	6	—	—
Number of Directors who Identify in Any of the Demographic Categories Below:
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	2	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Undisclosed	—

Board of Directors and Committee Meetings

During 2022, our board of directors held five meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. It is the policy of our board of directors to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. Four members of our board of directors attended last year’s annual meeting.

Board of Directors Committees

Our board of directors has four standing committees: the audit committee; the compensation committee; the mergers and acquisitions committee; and the nominating and corporate governance committee. The audit committee, the compensation committee and the nominating and corporate governance committee are each governed by a charter which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://investors.10xgenomics.com/ in the “Governance” section of our Investors webpage. The mergers and acquisitions committee is not governed by a charter. We intend to post any amendments to the charters for each applicable committee on the same website. We believe that the composition of each of the audit committee, the compensation committee and the nominating and corporate governance committee meets the applicable criteria for independence under, and the functioning of these committees complies with the applicable requirements of, the Sarbanes-Oxley Act of 2002, the Nasdaq rules and SEC rules and regulations. We intend to continue to comply with Nasdaq requirements with respect to committee composition of independent directors. Each committee has the composition and responsibilities described below.

Audit Committee

The members of our audit committee are Mr. Kosaraju and Drs. Roberts and Stuelpnagel, with Mr. Kosaraju serving as the chairperson. The composition of our audit committee meets the requirements for independence under the current Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Each member of our audit committee is financially literate and a person with appropriate accounting or related financial management expertise as required by the Nasdaq listing rules. In addition, our board of directors has determined that Mr. Kosaraju is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended. This designation does not impose on such directors any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee and our board of directors. During 2022, our audit committee held seven meetings. Our audit committee is directly responsible for, among other things:

•appointing, retaining, compensating and overseeing the work of our independent registered public accounting firm;

•assessing the independence and performance of our independent registered public accounting firm;

•reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we will file with the SEC;

•pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•reviewing policies and practices related to risk assessment and management;

•reviewing our accounting and financial reporting policies and practices and accounting controls, as well as compliance with legal and regulatory requirements;

•reviewing, overseeing, approving or disapproving any related-person transactions;

•reviewing our cybersecurity readiness and other policies and procedures related to data governance;

•reviewing with management and as necessary, our independent registered public accounting firm, disclosures with respect to environmental, social and governance matters in our filings;

•reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we will file with the SEC; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters, or other ethics or compliance issues.

Compensation Committee

The members of our compensation committee are Ms. Popovits and Drs. Roberts and Stuelpnagel, with Dr. Stuelpnagel serving as the chairperson. Each of Ms. Popovits and Drs. Roberts and Stuelpnagel is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act and meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. During 2022, our compensation committee held seven meetings and acted by written consent on four occasions. Since 2021, our compensation committee has engaged Aon's Human Capital Solutions practice, a division of Aon plc ("Aon"), 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. See the section titled “Role of the Compensation Consultant” below for further information. Our compensation committee is responsible for, among other things:

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and approving our clawback policy and monitoring compliance therewith;

•overseeing the administration of our equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans;

•overseeing the development, implementation and effectiveness of our practices, policies and strategies relating to human capital management including matters relating to recruiting, selection, talent development, progression and retention, culture, diversity, equity and inclusion and human health and safety practices;

•reviewing the risks that may arise from our compensation programs; and

•establishing and reviewing general policies relating to compensation and benefits of our employees.

Mergers and Acquisitions Committee

The members of our mergers and acquisitions committee are Mr. Kosaraju and Drs. Suliman and Stuelpnagel, with Mr. Kosaraju serving as the chairperson. Our mergers and acquisitions committee acted by unanimous written consent once and did not meet in 2022. The chairperson and members of the mergers and acquisition committee were not compensated for their service on the committee in 2022. Our mergers and acquisitions committee assists the board of directors in reviewing, assessing and, in some circumstances, approving potential mergers, acquisitions, divestitures and other similar strategic transactions and meets on an ad hoc basis.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Drs. Mammen and Suliman, with Dr. Suliman serving as the chairperson. During 2022, our nominating and corporate governance committee held four meetings. Our nominating and corporate governance committee is responsible for, among other things:

•identifying, evaluating and recommending candidates for membership on our board of directors, including the consideration of nominees submitted by stockholders, and to each of the board’s committees;

•reviewing and evaluating the adequacy of our Corporate Governance Guidelines;

•overseeing the process of evaluating the performance of our board of directors; and

•assisting our board of directors on corporate governance matters.

It is the policy of the nominating and corporate governance committee of our board of directors to consider recommendations for candidates to our board of directors from stockholders. The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. In the future, the nominating and corporate governance committee may pay fees to third parties to assist in identifying or evaluating director candidates.

The nominating and corporate governance committee seeks to identify as candidates for director persons with a reputation for and record of integrity and good business judgment and across their nominations, seeks to represent a mix of backgrounds and experiences that will enhance the quality of the deliberations and decisions of our board of directors as a whole. The nominating and corporate governance committee considers the nature of the expertise and experience required for the performance of the duties of a director of the company, and such matters as the candidate’s relevant business and industry experience, professional background, age, current employment, community service and other board service. Overall, the nominating and corporate governance committee seeks to include a diversity of experience, background, gender, age and ethnicity to ensure that a broad range of views are considered.

In addition, the nominating and corporate governance committee shall take into account all factors it considers appropriate in recommending candidates for election to the board of directors, which may include:

•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.

•Such factors as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.

•Other factors that the nominating and corporate governance committee deems appropriate.

The nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors:

•The highest personal and professional ethics and integrity.

•Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment.

•Skills that are complementary to those of the existing board of directors.

•The ability to assist and support management and make significant contributions to the company’s success.

•An understanding of the fiduciary responsibilities that are required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.

•If the nominating and corporate governance committee determines that an additional or replacement director is required, the nominating and corporate governance committee may take such measures that 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 nominating and corporate governance committee, our board of directors or management.

Stockholder Recommendations for Nominations to the Board of Directors

A stockholder that wants to recommend a candidate for election to the board of directors should direct the recommendation in writing by letter to 10x Genomics, Inc., attention of the Secretary, at 6230 Stoneridge Mall Road, Pleasanton, California 94588. The recommendation should include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and 10x Genomics, Inc. and evidence of the recommending stockholder’s ownership of our stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, as well as personal references.

A stockholder that instead desires to nominate a person directly for election to the board of directors at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in Section 2.03 of our amended and restated bylaws and the rules and regulations of the SEC. Section 2.03 of our amended and restated bylaws requires that a stockholder who seeks to nominate a candidate for director must provide a written notice to the Secretary of the company not later than the close of business on the ninetieth (90th) day and not earlier than the close of business on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting and the

close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. That notice must state the information required by Section 2.03 of our amended and restated bylaws, and otherwise must comply with applicable federal and state law. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notices. The Secretary of the company will provide a copy of the bylaws upon request in writing from a stockholder. “Public announcement” shall mean disclosure (a) in a press release released by us, provided that such press release is released by us following our customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by us with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

Stockholders also have the right under our amended and restated bylaws to propose director candidates for consideration by the nominating and corporate governance committee or our board of directors and also directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or our board of directors, by following the procedures set forth in the section of this Proxy Statement titled “Proposals of Stockholders for our 2024 Annual Meeting.”

Compensation Committee Interlocks and Insider Participation

During 2022, Ms. Popovits and Drs. Roberts and Stuelpnagel served on our compensation committee. None of the members of our compensation committee is or has been an officer or employee of the company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at https://investors.10xgenomics.com/ in the “Governance” section of our Investors webpage. We intend to post any amendments to our Corporate Governance Guidelines or Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.

Communications with the Board of Directors

Our board of directors believes that management speaks for 10x Genomics, Inc. Individual board members may, from time to time, communicate with various constituencies that are involved with the company, but it is expected that board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders and other interested parties wish to communicate directly with our non-management directors, messages can be sent to our Secretary at 6230 Stoneridge Mall Road, Pleasanton, California 94588. Our Secretary monitors these communications and will provide a summary of all received messages to the board of directors at each regularly scheduled meeting of the board of directors. Our board of directors generally meets on a quarterly basis. Where the nature of a communication warrants, our Secretary may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board or non-management director, of independent advisors or of company management, as our Secretary considers appropriate.

Our Secretary may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by the company’s nominating and corporate governance committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the company who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act or (c) communications to the audit committee pursuant to the Company's Whistleblower Policy for complaints related to accounting and auditing matters.

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

In 2022, 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 effective April 29, 2022 (which was $40,000 prior to such date); 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 effective April 29, 2022 (which was $40,000 prior to such date)

•Audit Committee Chair: $20,000

•Audit Committee Member: $10,000

•Compensation Committee Chair: $15,000 (increased to $18,250 effective April 28, 2023)

•Compensation Committee Member: $7,500 (increased to $8,000 effective April 28, 2023)

•Nominating and Corporate Governance Chair: $10,000; 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.

Equity compensation under our non-employee director compensation policy includes initial equity awards and annual equity awards as described below.

•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 (x) 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 $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 follows the month in which such non-employee director’s initial election or appointment occurs and (y) a nonqualified stock option under which the non-employee director will, 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 follows 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 vest as to one-third of such award on the first anniversary of the date of the non-employee director awardee’s initial election or appointment to our board of directors and thereafter vest in equal monthly installments for the following two years. 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.

•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, (x) 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 $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 will, 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 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 stock options shall vest in twelve equal monthly installments following the date of the annual meeting on which such annual award is granted. 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.

•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.

Non-Employee Director Compensation Table

The following table provides information regarding compensation earned during the fiscal year ended December 31, 2022 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.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	Total ($)
John R. Stuelpnagel	118,462	83,994	127,535	329,991
Sri Kosaraju	66,731	83,994	127,535	278,260
Mathai Mammen	51,731	83,994	127,535	263,260
Kimberly J. Popovits	54,231	83,994	127,535	265,760
Bryan E. Roberts	64,231	83,994	127,535	275,760
Shehnaaz Suliman	56,731	83,994	127,535	268,260

____________

(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 2022, 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 2022, 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, 2022. 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, 2022, 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 2022 included: Mr. Kosaraju, 95,462; Dr. Mammen, 211,295; Ms. Popovits, 21,625; Dr. Roberts, 51,295; Dr. Stuelpnagel, 11,295; and Dr. Suliman, 111,295. As of December 31, 2022, 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 2022 included: Mr. Kosaraju, 1,060; Dr. Mammen, 1,060; Ms. Popovits, 1,060; Dr. Roberts, 1,060; Dr. Stuelpnagel, 1,060; and Dr. Suliman, 1,060.

MATTERS TO COME BEFORE THE 2023 ANNUAL MEETING

PROPOSAL ONE:

Election of Directors

Board of Directors Composition

Our board of directors currently consists of eight members, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and amended and restated bylaws. Directors in Class I will stand for election at the 2023 Annual Meeting. The terms of office for directors in Class II and Class III will expire at our Annual Meetings of Stockholders to be held in 2024 and 2025, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class I nominees named below and currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at our 2026 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal.

Name

Age

Class

Position

Serge Saxonov

Chief Executive Officer and Director

Benjamin J. Hindson

Chief Scientific Officer, President and Director

John R. Stuelpnagel(1)(2)(3)

Chairman of our Board of Directors

Sri Kosaraju(1)(3)

III

Director

Mathai Mammen(4)

III

Director

Kimberly J. Popovits(2)

Director

Bryan E. Roberts(1)(2)

Director

Shehnaaz Suliman(3)(4)

III

Director

____________

(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.

Nominees

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.

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 privately-held 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.

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, the Chairman of Element Biosciences since September 2017, and a member of the board of directors for Encoded Therapeutics since May 2017 and Federation Bio since June 2020. 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.

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 experiences in finance and the healthcare sector, including serving as an executive at a publicly traded healthcare technology company.

Mathai Mammen, M.D., Ph.D. has served on our board of directors since August 2017. 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.

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.

Bryan E. Roberts, Ph.D. has served on our board of directors since November 2013. Dr. Roberts joined Venrock, a venture capital firm, in 1997, where he currently serves as a Partner. Dr. Roberts currently serves as a director on the boards of several privately-held companies. Dr. Roberts previously served on the board of directors of Castlight Health from 2011 to 2022, athenahealth from 1999 to 2009, XenoPort from 2000 to 2007, Sirna Therapeutics from 2003 to 2007, Vitae Pharmaceuticals from 2001 to 2016, Zeltiq Aesthetics from 2008 to 2016, Ironwood Pharmaceuticals from 2001 to 2016, Hua Medicine from 2010 to 2018 and Achaogen from 2004 to 2019. From 1989 to 1992, Dr. Roberts worked in the corporate finance department of Kidder, Peabody & Co., a brokerage company. Dr. Roberts received a B.A. in Chemistry from Dartmouth College and a Ph.D. in Chemistry and Chemical Biology from Harvard University.

We believe that Dr. Roberts is qualified to serve on our board of directors because of his experiences with facilitating the growth of health care, health care IT and biotechnology companies.

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.

Vote Required

The election of Class I directors requires a majority of the votes cast at the 2023 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.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR THE ELECTION OF EACH CLASS I DIRECTOR NOMINEE SET FORTH UNDER PROPOSAL ONE

PROPOSAL TWO:

Ratification of Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2023

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, 2023. 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, 2023 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 2023 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 2023 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by Ernst & Young LLP for our fiscal years ended December 31, 2022 and 2021.


	2022		2021
Audit Fees (1)	$	2,648,283	$	2,487,097
Audit-Related Fees (2)	—		—
Tax Fees (3)	150,048		422,082
All Other Fees (4)	2,630		3,390
	$	2,800,961	$	2,912,569

____________

(1)Audit Fees include fees for the audit of our consolidated financial statements, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q, and services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)There were no Audit-Related Fees incurred for the periods presented.

(3)Tax Fees include fees in connection with tax consulting and compliance services.

(4)All Other Fees consist of a subscription fee to Ernst & Young LLP’s online research database.

Auditor Independence

In 2022, there were no other professional services provided by Ernst & Young LLP that would have required our audit committee to consider their compatibility with maintaining the independence of Ernst & Young LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. Without further action by the audit committee, any independent member of the audit committee may pre-approve up to $250,000, in any quarter, of certain audit and permitted non-audit services. All services performed by Ernst & Young LLP for our fiscal years ended December 31, 2022 and 2021 were pre-approved by our audit committee.

Vote Required

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires the affirmative vote (i.e., a FOR vote) of a majority of the votes cast at the 2023 Annual Meeting by the stockholders present or represented by proxy at the meeting and voting on the proposal. Abstentions and broker non-votes will have no effect on this proposal. This is the only proposal on which your broker is entitled to vote your shares if no instructions are received from you.

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 2023 UNDER PROPOSAL TWO

AUDIT COMMITTEE REPORT

Pursuant to rules adopted by the SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the audit committee of our board of directors submits the report below. The material in this report is not “soliciting material,” is not be deemed “filed” with the SEC, and is not to be incorporated by reference into any filing made by the company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that the company specifically incorporates it by reference in such filing.

The audit committee met with management and Ernst & Young LLP to review and discuss the December 31, 2022 audited financial statements. The audit committee also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. In addition, the audit committee received the written disclosures from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with Ernst & Young LLP its independence from the company and its management.

Based on the audit committee’s discussions with management and Ernst & Young LLP, and the audit committee’s review of the representations of management and Ernst & Young LLP, the audit committee recommended that the board of directors include the audited financial statements in the company’s Annual Report on Form 10-K for fiscal year 2022 filed with the SEC.

The audit committee also has appointed, subject to stockholder ratification on an advisory basis, Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Respectfully submitted,

THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS OF 10X GENOMICS, INC.

Sri Kosaraju, Chairman

Bryan E. Roberts

John R. Stuelpnagel

PROPOSAL THREE:

Advisory Vote on Executive Compensation

As part of the commitment of our board of directors to excellence in governance, and as required by Section 14A of the Exchange Act, our board of directors is providing the stockholders with an opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

As more fully described in the section of this Proxy Statement titled “Executive Compensation,” including “Compensation Discussion and Analysis” and related compensation tables, our executive compensation program is designed to attract, retain and motivate talented individuals with the executive experience and leadership skills necessary for us to increase stockholder value.

The following proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as discussed in this Proxy Statement. Accordingly, we are asking our stockholders to vote for the following resolution:

“RESOLVED, that the company’s stockholders approve, on a non-binding, advisory basis, the compensation of the company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Before you vote, we recommend that you read the Executive Compensation section of this Proxy Statement for additional details on our executive compensation programs and philosophy.

This vote is advisory, and therefore not binding on the company, our board of directors or the compensation committee. However, our board of directors and compensation committee value the opinions of our stockholders and intend to take into account the outcome of the vote when considering future compensation decisions for our named executive officers.

Vote Required

Approval of the compensation of our named executive officers on a non-binding, advisory basis requires the affirmative vote of a majority of the votes cast at the 2023 Annual Meeting by the stockholders present or represented by proxy at the meeting and voting on the proposal. Abstentions and broker non-votes will have no effect on this proposal.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF

THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS UNDER PROPOSAL THREE

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the board of directors that the section titled “Compensation Discussion and Analysis” be included in this Proxy Statement for the 2023 Annual Meeting.

Respectfully submitted,

THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS OF 10X GENOMICS, INC.

John R. Stuelpnagel, Chairman

Kimberly J. Popovits

Bryan E. Roberts

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers and their respective ages as of April 28, 2023. Officers are elected by the board of directors to hold office until their successors are elected and qualified.

Name

Age

Position

Serge Saxonov

Chief Executive Officer and Director

Justin J. McAnear

Chief Financial Officer

Benjamin J. Hindson

Chief Scientific Officer, President and Director

Eric S. Whitaker

Chief Legal Officer

James L. Wilbur

Chief Commercial Officer

For the biographies of Drs. Saxonov and Hindson, see “Matters to Come Before the 2023 Annual Meeting—Proposal One—Election of Directors—Continuing Directors.”

Justin J. McAnear has served as our Chief Financial Officer since October 2018. From August 2015 to October 2018, Mr. McAnear was the Vice President of Worldwide Finance and Operations at Tesla. From September 2013 to August 2015, Mr. McAnear served as a Finance Director at Apple in Corporate FP&A and Worldwide Operations and from February 2011 to September 2013, Mr. McAnear served as a Senior Finance Manager in Worldwide Operations. Mr. McAnear began his corporate finance career at Johnson & Johnson in August 2006 and left in February 2011. Mr. McAnear served over nine years in the U.S. Navy as an aviator and is a graduate of the U.S. Naval Academy in Annapolis, Maryland, where he earned his B.S. degree in Systems Engineering. He also holds an M.B.A. in Finance from the University of San Diego.

Eric S. Whitaker has served as our Chief Legal Officer since March 2022 after serving as our General Counsel from July 2017 to March 2022. Prior to joining our company, Mr. Whitaker served as the Chief Legal Officer of Nutanix from September 2014 to May 2017, the Chief Legal Officer of SanDisk from January 2013 to September 2014, and General Counsel of Tesla from October 2010 to November 2012. Prior to these roles, Mr. Whitaker served as General Counsel for a number of technology companies since 1999. Mr. Whitaker also worked as an attorney at Latham & Watkins LLP. Mr. Whitaker holds a J.D. from Stanford Law School and a B.A. in Politics from Princeton University.

James L. Wilbur, Ph.D. has served as our Chief Commercial Officer since July 2022. Dr. Wilbur previously served as Chief Business Officer and General Manager of Meso Scale Discovery (“MSD”) until July 2022. Dr. Wilbur worked at MSD or its affiliates since its inception in 1995, holding a variety of technical and commercial roles of increasing responsibility. Dr. Wilbur lead the commercial functions of MSD from September 2001, when MSD launched its first products, to July 2022. Prior to joining MSD, Dr. Wilbur was a National Institutes of Health Postdoctoral Fellow at Harvard University. Dr. Wilbur holds a B.S. degree in Chemistry and Intellectual History from the University of California, San Diego and a Ph.D. in Chemistry from Stanford University.

EXECUTIVE COMPENSATION

This section describes the compensation program for our named executive officers (“NEOs”), including “Compensation Discussion and Analysis,” executive compensation tables and other information.

Compensation Discussion and Analysis

This discussion and analysis summarize the material components of our executive compensation program and our compensation policies, practices and material compensation decisions for our named executive officers. Pursuant to U.S. federal securities laws, those who served as our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers for the fiscal year ending December 31, 2022 are our named executive officers. Our named executive officers for 2022 are:


Serge Saxonov			Chief Executive Officer
Justin J. McAnear			Chief Financial Officer
Benjamin J. Hindson			President and Chief Scientific Officer
Eric S. Whitaker			Chief Legal Officer
James L. Wilbur			Chief Commercial Officer

Dr. Wilbur commenced services as our Chief Commercial Officer effective as of July 2022.

Compensation Philosophy

Our mission is to accelerate the mastery of biology to advance human health.

2022 Business Highlights

In 2022, we had a number of achievements including:

•Delivering the biggest year of new product launches in the company’s history, with significant advances across all three platforms -- Chromium, Visium and Xenium.

◦Introduced Chromium Single Cell Gene Expression Flex, the first and only assay to enable single cell analysis on archival FFPE samples.

◦Launched our first sample prep product, the Chromium Nuclei Isolation Kit, and opened up new single cell applications with the launch of Chromium BEAM (Barcode Enabled Antigen Mapping).

◦Launched Visium CytAssist, our first spatial instrument, and Visium FFPE v2, enabling significant workflow and performance improvements for customers.

◦Began shipping the Xenium platform for in situ analysis. The platform includes a versatile and easy-to-use instrument; a diverse menu of curated, customizable and high-quality panels; and Xenium Explorer, intuitive software for interactive data visualization. The Xenium platform delivers key performance advantages in data quality, workflow and throughput through highly differentiated chemistry, hardware and software.

•Selling more than 1,100 instruments, increasing our cumulative instruments sold to more than 4,600 as of December 31, 2022.

•Expanding our intellectual property portfolio to more than 1,750 patents and patent applications.

•Taking actions to reduce spending, preserve cash and strengthen our financial profile, and announcing our goal to become free cash flow positive by the end of 2023.

•Completing construction on a new research and development and manufacturing center near our headquarters in Pleasanton, California. The new center, which opened in 2023, is one of our initiatives to ensure our global manufacturing network is built for scale and has capacity for future growth.

•Featuring 10x products in more than 4,500 peer-reviewed publications by our customers, an increase of more than 1,200 publications in 2022.

We also believe that our company culture and people practices are a competitive advantage in our ability to attract, motivate and retain an exceptional workforce, and leadership team. Our culture helps to motivate top performance, create a sense of belonging amongst our workforce and drives our diversity and inclusion strategy. In 2022, we continued to focus on being an in office employer as we believe this fosters collaboration and innovation.

2022 Compensation Highlights

•We enhanced our focus on retention and placed an emphasis on equity awards that vest based on performance goals. The significant decline in our stock price in 2022 severely impacted the value of the equity held by our employees and executive officers. As a result, in September 2022, following a company-wide layoff, we supplemented our annual refresh grants with retention grants. As part of this process, we structured one hundred percent of our Chief Executive Officer’s equity grant in the form of performance stock awards, and fifty percent of our other named executive officer’s equity awards to consist of performance stock awards.

•We set meaningful performance goals for performance stock awards. In September 2022, 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 defined by stock price, have been achieved. Given the economic and market conditions at the time the target stock prices (as described below) were set, the first tranche requires the stock price to almost double, while the third tranche requires the stock price to increase over 300%. Our 2022 performance stock awards were granted when the stock closed at $33.67. These awards consist of three separate tranches and the vesting of each tranche is subject to the Class A common stock average closing trading price being maintained at or above the predetermined share price goals of $60, $80 and $105 for each tranche, respectively, over each of the immediately trailing 20 trading days. The vesting of the performance stock awards can also be triggered upon certain change in control events and achievement of certain change in control price goals, or in the event of death or disability. The share price goals can be met any time prior to the fourth anniversary of the date of grant. None of the performance-vesting equity awards vested in 2022 because none of the target stock prices were achieved. By linking our named executive officers’ compensation to the performance of our stock such that the named executive officers do not realize value with respect to the performance-vesting equity awards unless all our stockholders benefit from substantial value creation, the equity awards are designed to ensure that our named executive officers are aligned with stockholder interests long-term.

•We set our Chief Executive Officer’s 2022 total target cash compensation at the 25th percentile of our peer group. Based on comparable market information for 2022 provided to the compensation committee by Aon, its independent compensation consultant, our Chief Executive Officer’s base salary, after a 5% merit increase (similar to the other named executive officers) and a one-time market adjustment of 14% to better align his salary with chief executive officers at our peer group of companies (described below), was just above the 25th percentile of similarly situated executives in our peer group. Even after these salary adjustments, our Chief Executive Officer’s total cash compensation was at approximately the 25th percentile of similarly situated executives in our peer group.

•Over 90% of our Chief Executive Officer’s 2022 total compensation is ‘at-risk’ dependent on company performance in the form of an annual performance bonus earned and equity incentive awards granted, as reported in the Summary Compensation Table. A significant majority of our Chief Executive Officer’s 2022 total compensation is performance-based, disregarding the time-based vesting equity awards.

•We structured our executive bonus opportunities to be based on key corporate objectives, and we paid bonuses based solely on performance achievements. We paid all 2022 bonuses to our named executive officers based on 80% corporate goal achievement (as described in more detail below), and, for named executive officers other than our Chief

Executive Officer, individual performance. Because the cash bonus paid was commensurate with 80% corporate achievement and below target, this reinforces our commitment to at-risk-pay and pay-for-performance.

We view compensation from a holistic perspective with a focus on our guiding principles that factor into our design and our pay decisions including the following:

•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. Also, individual performance is taken into account when making any increases 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.

Compensation Setting Process

Role of Our Compensation Committee

Our compensation committee administers our executive compensation program, making final decisions on program design and compensation changes for our executive officers. Under its charter, our compensation committee reviews, determines, approves, or makes recommendations to our board of directors regarding executive officer compensation, board compensation and compensation under our equity incentive plans. See the sections titled “Board of Directors Committees” on page 10 and “Compensation Committee” on page 11 for more information about the compensation committee and how to access its charter.

Role of Management

Our Chief Executive Officer and Chief People Officer are involved in providing the compensation committee with information on company and individual performance, competitive practices and perspectives, and providing input into the plan design as they lead the organization. In addition, our Chief Financial Officer and Chief Legal Officer in partnership with the Chief Executive Officer and Chief People Officer provide input into compliance and regulatory matters, company budgetary constraints and talent pressures. All of this helps the compensation committee understand management’s proposals, the general talent pressures and trends and how the company’s culture is impacted by pay policies. No named executive officer is present for compensation committee decisions related to their individual compensation.

In reviewing compensation for our executive officers other than the Chief Executive Officer, including the determination of equity awards to be granted to such executive officers, our compensation committee solicits input from our Chief Executive Officer on each executive officer’s performance, strategic contributions, ability, job complexity, responsibilities and competitive opportunities. Our compensation committee values our Chief Executive Officer’s perspective and input on each executive officer’s performance and contributions to the company (other than with respect to the Chief Executive Officer's own compensation), and they are important factors in the compensation committee’s final determinations. Similarly, the compensation committee takes into consideration the Chief Executive Officer's performance and achievement of strategic and financial goals when making decisions regarding his compensation.

Role of the Compensation Consultant

Our compensation committee has the authority to engage its own advisors in carrying out its responsibilities. In 2022, 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 attend portions of meetings of the

compensation committee as requested and also communicate with the compensation committee outside of meetings. Aon reports to the compensation committee rather than to management, although representatives of Aon may meet 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.

The company subscribes to Aon’s general broad-based compensation survey data and, in 2022, Aon was paid approximately $62,420, in addition to fees for consulting services to the compensation committee of approximately $164,830. Additionally, Aon affiliates (Aon plc and its related entities) performed insurance advisory services, risk management consulting and insurance brokerage services for us during 2022, for which we paid approximately $285,209. 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 10x Genomics, Inc. 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.

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 2022, 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 2022 compensation decisions, set forth below, when compared to 2021, was updated to remove iRhythm Technologies, Inc. and to add Exact Sciences Corporation. The companies selected generally have a focus on life sciences and software. Selected companies generally have annual revenues in the range of 0.5 times to 2.5 times the trailing 12 months revenues of 10x Genomics, Inc. and a 30-day average market capitalization of 0.3 times to 3.0 times that of 10x Genomics, Inc in July 2021. The following are the companies selected in that list:


ACADIA Pharmaceuticals Inc.	Exact Sciences Corporation	NeoGenomics, Inc.
Adaptive Biotechnologies Corporation	Guardant Health, Inc.	Nevro Corp.
Alteryx, Inc.	Guidewire Software, Inc.	NovoCure Limited
Anaplan, Inc.(1)	Insulet Corporation	Penumbra, Inc.
CoupaSoftware Incorporated	Invitae Corporation	Repligen Corporation
Datadog, Inc.	Natera, Inc.	Twist Bioscience Corporation

(1) Anaplan, Inc. was acquired by Thoma Bravo, L.P., a Delaware limited partnership in June 2022.

At the time our peers were selected for 2022 compensation decisions, 10x Genomics, Inc. was positioned at the 19th percentile of trailing revenues, at the 53rd percentile of year-over-year revenue growth and at the 88th percentile of 30-day average market capitalization. The compensation committee believes that while the peer group rank for revenue was low, this was balanced with strong market cap and the ongoing growth rate of the peers falling above the median.

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.

Compensation Program Design

The 2022 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 2022 compensation program was composed of three primary elements: base salary, annual cash incentive plan and equity awards. In 2022, we used a mix of equity vehicles, some of these were stock options and restricted stock units (“RSUs”) which are tied to time vesting, in addition to performance stock awards which include performance stock units (“PSUs”) and performance stock options which are each tied to performance. Our compensation committee examines individual performance, roles and responsibilities, cash compensation opportunities, the vested and unvested retention value of our executives' current holdings, evaluates 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 2022, 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 the 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 increase salary levels in 2022 for the named executive officers to align salary levels to be more competitive and 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.

•Annual Incentive Plan: We maintain an Annual Incentive Plan (“AIP”) for all employees, including our named executive officers. In 2022, the compensation committee continued to emphasize pay for performance by increasing the target incentive opportunity for all named executive officers. 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 30 to 32 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 investors and stockholders, and provides a retention incentive. In 2022, our compensation committee granted equity awards for our named executive officers in the form of stock options, RSUs and PSUs, as detailed below. In addition, the Chief Executive Officer also received performance stock options. Stock options, RSUs, PSUs and performance stock options link the strategic and day-to-day actions of our executive officers directly to stockholder interests by motivating our executive officers to increase stockholder value by improving corporate performance.

Fixed/ At risk

Element

Purpose

Key Characteristics

% of 2022 compensation CEO

% of 2022 compensation other NEOS

Fixed

Base Salary

Base salaries compensate our NEOs for expected levels of day to day performance.

Reflects the expertise, individual performance, scope of the responsibilities, and competitive market.

At risk

Annual Incentive Plan

Align NEO performance with near-term financial and organizational goals, which are aligned to our long-term strategic plan.

–Multiple performance metrics.

–Requires significant level of achievement before payments are earned.

At risk

RSUs

Align interests of NEOs and stockholders through incentivizing long-term stock price growth and encourage retention; manage dilution.

Four-year vesting subject to continued employment.

22%

33%

At risk

Stock Options

Align interests of NEOs and stockholders through incentivizing long-term stock price growth and encourage retention.

Four-year vesting subject to continued employment.

33%

50%

At risk

PSUs

One time award to align interests of NEOs and stockholders through incentivizing our longer- term growth strategy and stock price growth over a multi-year performance period and to encourage retention.

Four-year performance period, with ⅓ vesting on achievement of each share price hurdle: $60, $80, $105 (subject to continued employment).

27%

11%*

At risk

Performance Stock Options

One time award to align interests of CEO and stockholders through incentivizing our longer-term growth strategy and stock price growth over a multi-year performance period.

Four-year performance period, with ⅓ vesting on achievement of each share price hurdle: $60, $80, $105. (subject to continued employment).

14%

*Does not include Dr. Wilbur, who was hired in 2022 and was not awarded PSUs.

Results of Prior Say on Pay Vote. At our 2022 annual meeting of stockholders, we presented our stockholders with a proposal to approve on an advisory basis, the compensation of our named executive officers as disclosed in our 2022 proxy statement. Approximately 97% of the shares voted on this proposal were cast in 2022 in support of our 2021 executive compensation program. While the compensation committee viewed the results of the “say-on-pay” vote as broad stockholder support for our executive compensation programs, the compensation committee does, and will continue to, consider the results of stockholder advisory votes on executive compensation when making future decisions relating to our executive compensation programs and compensation for named executive officers.

Compensation Elements

Base Salary

Base salaries for our named executive officers provide a fixed minimum level of compensation for services rendered during the year and compensates our named executive officers for expected levels of day-to-day performance.

Salary levels are reviewed annually, or upon significant changes in such named executive officer’s role and responsibilities and, with respect to our named executive officers other than the Chief Executive Officer, in consultation with our Chief Executive Officer. There is no specific formula applied to determine salary adjustments. Any adjustments are designed to reflect (a) the

skills, knowledge and responsibilities required of each named executive officer, (b) company performance, (c) the competitive labor market conditions and (d) the individuals’ prior experience that is relevant to performing the role successfully.

Since our initial public offering, the company has historically placed more emphasis on equity compensation over salary and cash incentives. After going public, the company has been re-balancing the mix of base, bonus and equity to be more aligned with the practices of a public company to manage dilution for stockholders and to emphasize both near term results and long term stock price performance. Each named executive officer received a 5% merit increase in base salary and, in addition, the salary of our Chief Executive Officer was increased an additional 14% to bring his salary more in line with chief executive officers at peer group companies using the benchmarking analysis done by Aon. Even after these salary adjustments, our Chief Executive Officer’s base salary was just above the 25th percentile of chief executive officers in our peer group. Mr. Whitaker received a 10% base salary increase, 5% of the increase was a merit increase and an additional 5% increase was related to his promotion from General Counsel to Chief Legal Officer reflecting his performance achievements in 2021 and increased responsibilities. This also ensured market competitiveness and aligned Mr. Whitaker’s base salary to just above the 50th percentile.

The annualized base salaries of our named executive officers as of December 31, 2022 compared to December 31, 2021 were:


Named Executive Officer	Annual Base Salary as of December 31, 2021	Annual Base Salary as of December 31, 2022	Percentage Increase
Dr. Saxonov	$440,000	$525,000	19%
Mr. McAnear	$380,000	$399,000	5%
Dr. Hindson	$400,000	$420,000	5%
Mr. Whitaker	$380,000	$418,000	10%
Dr. Wilbur	N/A	$400,000	N/A

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 2022, 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 2022, our compensation committee approved the following target incentive opportunities and performance weightings for our named executive officers:


Named Executive Officer	Target AIP Opportunity (% of Base Salary) 2021	Target AIP Opportunity (% of Base Salary) 2022	Corporate Performance Weighting	Individual Performance Weighting	Actual 2022 Bonus Payout	% of Target AIP Opportunity Payout in 2022
Dr. Saxonov	44%	80%	100%	0%	$291,340	80%
Mr. McAnear	28%	50%	50%	50%	$141,657.00	80%
Dr. Hindson	28%	50%	50%	50%	$151,176.00	80%
Mr. Whitaker	28%	50%	50%	50%	$150,473.00	82%
Dr. Wilbur	N/A	50%	50%	50%	$69,500*	80%

*Dr. Wilbur joined 10x Genomics in July 2022, and as such his Target AIP for 2022 was prorated based on his start date.

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.

In 2022, our AIP used product development goals, operational goals, financial goals, and numerous strategic goals to holistically measure the company’s performance at the end of the fiscal year. We endeavored to set the performance goals at definitive, rigorous and objective levels so as to require significant effort and achievement by our executive officers be attained. The goals used to assess performance consisted of five distinct categories: (a) execute on our current business (4 point weighting); (b) grow our single cell business (2 point weighting); (c) extend our leadership in spatial and in situ (2 point weighting); (d) make strategic investments (1 point rating); and (e) execute on long-term growth priorities (1 point weighting). Within each category, we had multiple criteria designed to capture various aspects of achievement other than financial performance. Exemplary metrics included timely product delivery goals; improved operational processes; product feature and release date goals across our portfolio including for Xenium, Visium and Chromium products; strategic hiring; supplier diversification to mitigate risk; expansion of our intellectual property portfolio; revenue, margin and other financial goals; improved business analysis and automation; customer acquisition targets. No single criteria represented more than 8% of the overall weighting.

Under the 2022 AIP, company performance was determined at the end of the year using a 10-point scale (with 10 being exceptional and 1 being poor overall company performance). Management made a recommendation to the compensation committee on the basis of product development, operational metrics, financial performance and strategic achievements in line with the above goals. A grade of 7 out of 10 would be needed for 100% payment of the annual incentive plan, with a sliding scale up and down for more than and less than a 7 out of 10 rating, as shown below:


Management Grade	1	2	3	4	5	6	7	8	9	10
% of the AIP pool awarded	0%	10%	20%	40%	80%	90%	100%	110%	120%	130%

As is shown above in the table, in December 2022, after taking into account the achievements, the management team rated each company goal to establish an overall rating of five out of 10. This recommendation was based upon the following assessments of the company’s achievements: (a) execute on our current business (1 point achievement); (b) grow our single cell business (1 point achievement); (c) extend our leadership in spatial and in situ (2 point achievement); (d) make strategic investments (.5 point achievement); and (e) execute on long-term growth priorities (.5 point achievement). Upon review, the compensation committee agreed the company had attained some but not all of its 2022 corporate performance goals and approved a grade of five out of ten, representing 80% achievement under the corporate performance factor. 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 80% for each of Drs. Hindson and Wilbur, and Mr. McAnear and 82% for Mr. Whitaker.

Following its review and determination, the compensation committee awarded cash bonuses to each NEO as set forth in the Summary Compensation Table below (which were calculated after adding the final payouts for each of the corporate and individual factors discussed above).

For our 2023 annual incentive plan, we expect to use a performance‑based incentive framework based solely on the achievement of revenue objectives to determine annual cash bonuses for our executive officers and our employees.

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 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 in the first quarter of each new fiscal year, and in March 2022, the equity awards granted to our named executive officers as part of our annual compensation plan consisted of stock options and RSUs. The target value of each award was divided into fifty percent (50%) RSUs and fifty percent (50%) stock options, which were converted at a ratio of 2.5:1 stock options to RSUs. The vesting schedules of the equity awards granted to our named executive officers are designed to incentivize retention and align the interests of NEOs and stockholders through incentivizing our longer-term growth strategy. The exercise price for options under our 2019 Omnibus Incentive Plan are established based on the closing price of our Class A common stock on the date of grant. 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 RSUs reward growth in the market price of our Class A common stock because they derive additional value from future stock price appreciation and they are less dilutive.

Additionally, by September 2022, the value of the equity held by our employees and executive officers had been severely impacted by macro-economic developments and other factors which resulted in an overall stock market downturn. Moreover, we had in August 2022, implemented a reduction in force giving rise to retention concerns and in order to address these concerns, the compensation committee made additional equity incentive awards to the 10x team, including to our named executive officers (except for Dr. Wilbur who had only recently joined), to reinforce alignment of our compensation program to our longer-term growth strategy, and to drive our pay for performance philosophy while sustaining the team’s high engagement. This provided an opportunity for both better stockholder alignment, and the reinforcement of innovation that is to come over this period. The Chief Executive Officer’s one time award was 100% performance based split 50% PSUs and 50% performance options. For the other named executive officers’ 50% of the additional equity award was PSUs, 25% was stock options and 25% was RSUs.

The PSUs (and our Chief Executive Officer’s performance options) are 100% performance-based and represent the right to earn and vest in shares of our Class A common stock in three separate segments only if the average closing trading price is maintained at or exceeds the target stock price of $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to an executive officer's continued service through each applicable vesting date. The first segment was designed to be challenging but achievable (requiring the stock price to almost double), while the third segment was designed to be a stretch goal (requiring the stock price to increase by over 300%). Moreover, 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 a four-year period. Going forward, we intend to continue to include PSUs as part of our executive officers’ annual compensation.

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 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, cash compensation opportunities, market data and individual performance. In determining the final awards in 2022, 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.

The equity awards granted to our named executive officers in 2022 are detailed below:

Named Executive Officer

Number of Securities Underlying Option Award (#)

SEC Form DEF 14A filed by 10x Genomics Inc.