UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

AbCellera Biologics Inc.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

ABCELLERA BIOLOGICS INC.

2215 Yukon Street

Vancouver, BC V5Y 0A1

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

To be held June 15, 2023

Notice is hereby given that the 2023 Annual Meeting of Shareholders, or Annual Meeting, of AbCellera Biologics Inc. will be held virtually on Tuesday, June 15, 2023, at 9:00 a.m. Pacific Time. Shareholders may attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/ABCL2023. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your notice and your proxy card. The purpose of the Annual Meeting is the following:

1.	To elect two class III directors to our Board of Directors, to serve until the 2026 Annual Meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;

2.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.	To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, or Say-on-Pay;

4.	To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The proposal for the election of directors relates solely to the election of class III directors nominated by the Board of Directors.

Only shareholders of record at the close of business on April 17, 2023, will be entitled to vote during the Annual Meeting and any adjournment or postponement thereof. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your notice and your proxy card. You will not be able to attend the 2023 Annual Meeting in person.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to our shareholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of our proxy materials and our 2022 Annual Report to Shareholders, or 2022 Annual Report. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2022 Annual Report. This process allows us to provide our shareholders with necessary information on a timelier basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important. Whether or not you are able to attend the virtual Annual Meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Annual Meeting. You may vote by submitting your proxy via the Internet, by telephone, or by mail (if you received paper copies of the proxy materials) by following the instructions on the proxy card or voting instruction card. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the virtual Annual Meeting regardless of whether you attend.

			By direction of the Board of Directors,

			/s/ Tryn T. Stimart
			Tryn T. Stimart Chief Legal Officer, Chief Compliance Officer,and Corporate Secretary

Vancouver, BC

April 28, 2023

TABLE OF CONTENTS

Table of Contents

			Page
GENERAL INFORMATION			2
PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS			6
PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023			11
PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION			13
CORPORATE GOVERNANCE			14
DIRECTOR COMPENSATION			21
EXECUTIVE COMPENSATION			23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			47
PRINCIPAL SHAREHOLDERS			48
DELINQUENT SECTION 16(a) reports			50
REPORT OF THE AUDIT COMMITTEE			51
HOUSEHOLDING			52
SHAREHOLDER PROPOSALS			52
OTHER MATTERS			52

i

TABLE OF CONTENTS

ABCELLERA BIOLOGICS INC.

2215 Yukon Street

Vancouver, BC V5Y 0A1

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 15, 2023

This proxy statement contains information about the 2023 Annual Meeting of Shareholders, or the Annual Meeting, of AbCellera Biologics Inc., which will be held on Tuesday, June 15, 2023, at 9:00 a.m. Pacific Time. The 2023 Annual Meeting will be a virtual shareholders meeting held at www.virtualshareholdermeeting.com/ABCL2023. Our Board of Directors is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “AbCellera,” “Company,” “we,” “us,” and “our” refer to AbCellera Biologics Inc. The mailing address of our principal executive offices is 2215 Yukon Street Vancouver, BC V5Y 0A1.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our proxy tabulator written notice to that effect. Such written notice should be delivered by mail to Proxy Tabulator for AbCellera Biologics Inc., c/o Broadridge Financial Solutions, Vote Processing Department, 51 Mercedes Way, Edgewood NY, 11717.

We made this proxy statement and our Annual Report to Shareholders for the fiscal year ended December 31, 2022, available to shareholders on or about April 28, 2023.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be Held on June 15, 2023:

This proxy statement and our 2022 Annual Report to Shareholders are

available for viewing, printing and downloading at http://materials.proxyvote.com/00288U.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC, except for exhibits, will be furnished without charge to any shareholder upon written request to AbCellera Biologics Inc., 2215 Yukon Street Vancouver, BC V5Y 0A1, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are also available on the SEC’s website at www.sec.gov, or on our website at www.abcellera.com.

1

TABLE OF CONTENTS

ABCELLERA BIOLOGICS INC.

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

When are this proxy statement and the accompanying materials scheduled to be sent to shareholders?

We have elected to provide access to our proxy materials to our shareholders via the Internet. Accordingly, on or about April 28, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice. Our proxy materials, including the Notice of 2023 Annual Meeting of Shareholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and the 2022 Annual Report to Shareholders, or 2022 Annual Report, will be mailed or made available to shareholders on the Internet on or about the same date.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, for most shareholders, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our Annual Meeting materials. Therefore, the Notice was mailed to holders of record and beneficial owners of our common shares starting on or about April 28, 2023. The Notice provides instructions as to how shareholders may access and review our proxy materials, including the Notice of 2023 Annual Meeting of Shareholders, this proxy statement, the proxy card and our 2022 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice also provides voting instructions. In addition, shareholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future shareholders meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 2023 Annual Meeting of Shareholders, this proxy statement and our 2022 Annual Report are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this proxy statement.

Who is soliciting my vote?

Our Board of Directors is soliciting your vote for the Annual Meeting.

When is the record date for the Annual Meeting?

The record date for determination of shareholders entitled to vote at the Annual Meeting is the close of business on April 17, 2023.

How many votes can be cast by all shareholders?

There were 288,653,194 common shares, no par value per share, outstanding on April 17, 2023, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each shareholder of record is entitled to one (1) vote for each share of our common shares held by such shareholder. We had no undesignated preferred shares outstanding as of April 17, 2023.

Where will the Annual Meeting be held this year?

The 2023 Annual Meeting will be a virtual shareholders meeting held at www.virtualshareholdermeeting.com/ABCL2023.

We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. In order to attend the virtual Annual Meeting and vote your shares, shareholders of record as of April 17, 2023, can access www.virtualshareholdermeeting.com/ABCL2023. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your notice and your proxy card. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.

2

TABLE OF CONTENTS

We will not charge you for access to the virtual Annual Meeting, though your internet service provider may charge a fee for network access. Even if you plan to attend the Annual Meeting virtually, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the Annual Meeting.

How do I vote?

If you are a shareholder of record, there are several ways for you to vote your shares.

•

Online during the Annual Meeting. You may vote during the virtual Annual Meeting by following the instructions available at www.virtualshareholdermeeting.com/ABCL2023. If you hold your shares through a bank or broker and wish to vote at the virtual Annual Meeting, you must obtain a valid proxy from the firm that holds your shares. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your notice and your proxy card. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.

•

By Internet or Telephone prior to the Annual Meeting. You can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice. To be counted, proxies submitted by Internet or by telephone must be received by the cutoff time of 11:59 p.m. Eastern Time on June 14, 2023.

•	By Mail prior to the Annual Meeting. If you requested printed copies of the proxy materials by mail, you can vote by mailing your proxy as described in the proxy materials. Proxies submitted by mail must be received before the start of the Annual Meeting.

If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board of Directors on all matters presented in this proxy statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in your proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How do I revoke my proxy?

You may revoke your proxy by (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet by the cutoff time of 11:59 p.m. Eastern Time on June 14, 2023, (2) attending and voting at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our proxy tabulator prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be delivered by mail to Proxy Tabulator for AbCellera Biologics Inc., c/o Broadridge Financial Solutions, Vote Processing Department, 51 Mercedes Way, Edgewood NY, 11717.

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee to find out how to change your vote.

How is a quorum reached?

Our articles provide that two (2) persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least a majority of the issued shares entitled to be voted at the meeting, will constitute a quorum for the transaction of business at the Annual Meeting.

3

TABLE OF CONTENTS

Shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our articles and the British Columbia Business Corporations Act, or BCBCA, proposals are generally decided by a majority of the votes cast by the shareholders who voted in respect of that resolution, except where a larger or different vote is required by law or by our articles. Because abstentions are not votes cast by shareholders, they are not counted as votes in favor of any proposal.

A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Because broker “non-votes” are not votes cast by shareholders, they are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Each of Proposals No. 1 and 3 is a “non-discretionary” item. If you do not instruct your broker how to vote with respect to these proposals, your broker may not vote for such proposals, and those votes will be counted as broker “non-votes.” Proposal No. 2 is a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

To be elected, each director nominated via Proposal No. 1 must receive a “for” vote from a majority of the votes cast by shareholders who voted in respect of such proposal. We have adopted a “majority voting policy” to the effect that a nominee for election as a director who does not receive a majority of “for” votes compared to the total number of votes cast with respect to the election of directors by shareholders shall offer to tender his or her resignation to the Board of Directors promptly following the meeting of shareholders at which the vote took place. The nominating and corporate governance committee will consider such offer and make a recommendation to our Board of Directors whether to accept such resignation. Our Board of Directors will promptly accept the resignation unless it determines, in consultation with the nominating and corporate governance committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board of Directors will make its decision and disclose it in a Current Report on Form 8-K within ninety (90) days following the meeting of shareholders. A director who tenders a resignation pursuant to our majority voting policy will not participate in any meeting of our Board of Directors or the nominating and corporate governance committee at which the resignation is considered. Our majority voting policy does not apply for contested meetings at which the number of directors nominated for election is greater than the number of seats available on the Board of Directors.

For Proposal No. 2 to pass, the proposal must receive a “for” vote from a majority of the votes cast by shareholders who voted in respect of such proposal.

For Proposal No. 3 to pass, the proposal must receive a “for” vote from a majority of the votes cast by shareholders who voted in respect of such proposal.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We have retained Broadridge Financial Solutions to assist us in the distribution of proxy materials. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

4

TABLE OF CONTENTS

How may shareholders submit matters for consideration at an Annual Meeting?

With respect to shareholder proposals, we are subject to the provisions of the BCBCA which sets out the requirements for a valid proposal and provides for the rights and obligations of our company and the submitter upon a valid proposal being made. Proposals submitted under the applicable provisions of the BCBCA that a shareholder intends to present at the 2023 Annual Meeting and wishes to be considered for inclusion in our proxy statement and form of proxy relating to the 2023 Annual Meeting must be received at least three (3) months before the anniversary of the 2022 Annual General Meeting. Such proposals must also comply with all applicable provisions of the BCBCA and the regulations thereunder.

In addition, any shareholder proposal intended to be included in the proxy statement for the next Annual Meeting of our shareholders in 2024 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than December 29, 2023. If the date of the Annual Meeting is moved by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

How can I know the voting results?

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four (4) business days following the Annual Meeting.

5

TABLE OF CONTENTS

PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

Our Board of Directors currently consists of six (6) members. In accordance with the terms of our articles, our Board of Directors is divided into three (3) classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

•	the class III directors are John S. Montalbano, CFA and Peter Thiel, and their terms will expire at the Annual Meeting;

•	the class I directors are Véronique Lecault, Ph.D. and Andrew Lo, Ph.D. and their terms will expire at the Annual Meeting of shareholders to be held in 2024;

•	the class II directors are Carl L. G. Hansen, Ph.D. and Michael Hayden, MBCHB (M.D.), Ph.D., and their terms will expire at the Annual Meeting of shareholders to be held in 2025.

Following the initial term of office described above, directors will be elected to hold office for a three-year term expiring on our third annual general meeting following their election. At every annual general meeting and in every unanimous shareholder resolution in lieu thereof, all of the directors whose terms expire shall cease to hold office immediately before the election or appointment of directors but are eligible for re-election or re-appointment. The shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in a unanimous resolution appoint, the number of directors required to fill any vacancies created, which vacancies have not already been filled as otherwise permitted in the articles. The directors will hold office for the applicable terms contemplated in the staggered board provisions. Upon resignation of a director, the remaining directors may fill the casual vacancy resulting from such resignation for the remainder of the unexpired term.

Under the BCBCA and our articles, a director may be removed with or without cause by a special resolution passed by a special majority (being two-thirds) of the votes cast by shareholders present in person or by proxy at a duly convened meeting and who are entitled to vote. To the extent directors are elected or appointed to fill casual vacancies or vacancies arising from the removal of directors, in both instances whether by shareholders or directors, the directors shall hold office until the remainder of the unexpired portion of the term of the departed director that was replaced. Any casual vacancy on occurring in the Board of Directors may be filled by the directors, subject to our articles. In addition, if our company has no directors or fewer directors in office than the number set pursuant to our articles as the quorum of directors, then the shareholders may elect or appoint directors to fill any vacancies on the Board of Directors, subject to our articles.

Our Board of Directors has nominated each of John S. Montalbano, CFA and Peter Thiel, for election as the class III directors at the Annual Meeting. The nominees are presently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board of Directors.

Although we do not have a formal policy regarding the consideration of diversity in identifying director candidates, overall board diversity of industry background is generally among the factors considered. Our priority in selection of board members is identification of members who will further the interests of our shareholders through consideration of several facts and circumstances, including among other things, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board of Directors.

Nominees for Election as Class III Directors

The following table and narrative information identifies our nominees for class III directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2023.

Name	Positions and Offices Held	Director Since	Age
John S. Montalbano, CFA	Director	2020	58
Peter Thiel	Director	2020	55

John S. Montalbano, CFA. Mr. Montalbano has served as a member of our Board of Directors since November 2020 and is the Chair of our Audit Committee, a member of our Compensation Committee, and a member of our Nominating and Corporate Governance Committee. Mr. Montalbano has served as a member of the Board of Directors of Aritzia Inc., a public fashion company, since July 2019, and has served as a member of the Board of

6

TABLE OF CONTENTS

Directors and Audit Committee Chair for the Canada Pension Plan Investment Board, since February 2017. Prior to his retirement, Mr. Montalbano served as the Chief Executive Officer of RBC Global Asset Management from 2008 to 2015, and as the President of Phillips, Hager & North Investment Management Ltd., a private wealth management firm, from 2005 to 2008. Mr. Montalbano also served as Vice Chair of RBC Wealth Management from April 2015 to December 2016. Mr. Montalbano holds a B.Comm. in Finance from the University of British Columbia. We believe Mr. Montalbano is qualified to serve on our Board of Directors due to his leadership, experience as an entrepreneur, and financial expertise.

Peter Thiel. Mr. Thiel has served as a member of our Board of Directors since October 2020. Mr. Thiel serves as Chair of our Nominating and Corporate Governance Committee. He has served as president of Thiel Capital, an investment firm, since 2011 and as a partner of Founders Fund, a venture capital firm, since 2005. In 1998, Mr. Thiel co-founded PayPal, Inc., an online payment company, where he served as Chief Executive Officer, President, and Chairman of its Board of Directors from 2000 until its acquisition by eBay in 2002. Mr. Thiel currently serves on the Board of Directors of Palantir Technologies Inc. Mr. Thiel holds a B.A. in Philosophy from Stanford University and a J.D. from Stanford Law School. We believe Mr. Thiel is qualified to serve on our Board of Directors due to his leadership and experience as an entrepreneur and venture capitalist.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board of Directors may designate.

Vote Required

To be elected, each director nominated must receive a “for” vote from a majority of the votes cast by shareholders who voted in respect of this proposal. Abstentions and broker non-votes will have no effect on this proposal. We have adopted a “majority voting policy” to the effect that a nominee for election as a director who does not receive a majority of “for” votes compared to the total number of votes cast with respect to the election of directors by shareholders shall offer to tender his or her resignation to the Board of Directors promptly following the meeting of shareholders at which the vote took place. The nominating and corporate governance committee will consider such offer and make a recommendation to our Board of Directors whether to accept such resignation. Our Board of Directors will promptly accept the resignation unless it determines, in consultation with the nominating and corporate governance committee, that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. Our Board of Directors will make its decision and disclose it in a Current Report on Form 8-K within ninety (90) days following the meeting of shareholders. A director who tenders a resignation pursuant to our majority voting policy will not participate in any meeting of our Board of Directors or the nominating and corporate governance committee at which the resignation is considered. Our majority voting policy does not apply for contested meetings at which the number of directors nominated for election is greater than the number of seats available on the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF JOHN S. MONTALBANO, CFA AND PETER THIEL AS THE CLASS III DIRECTORS, TO SERVE FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD IN 2026.

7

TABLE OF CONTENTS

Directors Continuing in Office

The following table and narrative information identifies our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages as of April 1, 2023.

Véronique Lecault, Ph.D.

Chief Operating Officer and Director

2018

Class I—2024

38

Andrew Lo, Ph.D.

Director

2021

Class I—2024

62

Carl L.G. Hansen, Ph.D.

Chief Executive Officer, President and Director (Chairman of the Board)

2012

Class II—2025

48

Michael Hayden, MBCHB (M.D.), Ph.D.

Director

2019

Class II—2025

71

Class I Directors (Terms Expire at 2024 Annual Meeting)

Véronique Lecault, Ph.D. Dr. Lecault is a co-founder and has served in various positions with us since November 2012, most recently as our Chief Operating Officer since January 2019 and as a member of our Board of Directors since August 2018. Dr. Lecault has also served as Vice President of our wholly owned biotechnology subsidiary, Lineage Biosciences Inc., since January 2018 and Director of our wholly owned biotechnology subsidiary, Trianni Inc., since November 2020. Dr. Lecault has also served as a director of our wholly owned Australian biotechnology subsidiary, AbCellera Australia Pty. Ltd. (formerly Channel Biologics), since September 2019. Dr. Lecault received her Ph.D. in Chemical and Biological Engineering from the University of British Columbia, where she co-invented the high-throughput microfluidic platform that is now part of our core technology. Dr. Lecault holds a B.A.Sc. in Chemical Engineering/Honours B.Sc. Biochemistry (Biotechnology) dual degree from the University of Ottawa. We believe Dr. Lecault is qualified to serve on our Board of Directors because of the perspective and experience she brings as an officer and as one of our co-founders.

Andrew Lo, Ph.D. Dr. Lo is the Charles E. and Susan T. Harris Professor at the MIT Sloan School of Management, director of the MIT Laboratory for Financial Engineering, a principal investigator at the MIT Computer Science and Artificial Intelligence Laboratory, and an affiliated faculty member of the MIT Department of Electrical Engineering and Computer Science, and has served as a professor at the MIT Sloan School of Management and MIT Department of Electrical Engineering and Computer Science since 1988. He is also an external faculty member of the Santa Fe Institute and a research associate of the National Bureau of Economic Research. Dr. Lo currently serves on the Board of Directors of BridgeBio Pharma a clinical-stage biopharmaceutical company, and Atomwise, an AI-powered drug discovery company. Dr. Lo holds a B.A. in Economics from Yale University and a Ph.D. in Economics from Harvard University. Dr. Lo’s qualifications to serve on our Board of Directors include his extensive experience as a professor and a leader at two premier educational institutions.

Class II Directors (Terms Expire at 2025 Annual Meeting)

Carl L. G. Hansen, Ph.D. Dr. Hansen is our co-founder and has served as our Chief Executive Officer, President and as the Chairman of our Board of Directors since our inception in November 2012. Dr. Hansen co-founded Precision NanoSystems Inc., a Vancouver-based private company developing next-generation delivery technology for genetic medicines founded in 2010, where Dr. Hansen also served as a member of the Board of Directors from January 2011 to September 2015. Until August 2019, Dr. Hansen was a professor at the University of British Columbia, where he coauthored over 65 manuscripts in the fields of microfluidics, immunology, genomics and nanotechnology. Dr. Hansen also was a co-founder and served as a member of the Board of Directors of Resolution Diagnostics, a private genomics technology company, from May 2015 to April 2016. Prior to that, he served on the science advisory board of Fluidigm Corporation, a public company providing biotechnology tools, from January 2008 to January 2012. Dr. Hansen holds a Ph.D. in Applied Physics with a focus on Biotechnology from the California Institute of Technology, and a B.A.Sc. in Engineering Physics and Honors Mathematics from the University of British Columbia. We believe Dr. Hansen is qualified to serve on our Board of Directors because of the perspective and experience he brings as a co-founder and our Chief Executive Officer.

8

TABLE OF CONTENTS

Michael Hayden, MBCHB (M.D.), Ph.D. Dr. Hayden has served as a member of our Board of Directors since September 2019. Dr. Hayden is the Lead director of the Board of Directors and serves as the Chair of our Compensation Committee, is a member of our Nominating and Corporate Governance Committee, and a member of our Audit Committee. Dr. Hayden has been the Chief Executive Officer of Prilenia Therapeutics B.V., a clinical stage biotechnology company since September 2018. From September 2012 to December 2017, Dr. Hayden served as Chief Science Officer and President of Global Research and Development at Teva Pharmaceutical Industries Ltd., a public pharmaceutical company. Dr. Hayden has founded a number of biotechnology companies, including Aspreva Pharmaceuticals Limited, a private pharmaceutical company; Neurovir Therapeutics, Inc., a private biopharmaceutical company; Xenon Pharmaceuticals Inc., a public clinical-stage biopharmaceutical company; and 89bio, Inc., a public clinical-stage biopharma company. Dr. Hayden has served as a member of the Board of Directors for each of Ionis Pharmaceuticals Inc., a public biotechnology company, since September 2018; 89bio since April 2018, and Xenon Pharmaceuticals Inc. from November 1996 to June 2022. From September 2018 to June 2020, Dr. Hayden also served as the executive chairman of the Board of Directors of Prilenia. Dr. Hayden is also a Killam Professor of Medical Genetics at the University of British Columbia, a Founder and Senior Scientist at the Centre for Molecular Medicine and Therapeutics, and a Canada Research Chair in Human Genetics and Molecular Medicine. Dr. Hayden holds an M.B., Ch.B. (M.D.) and a Ph.D. degree in Genetics from the University of Cape Town. He is board certified by the American Societies of Internal Medicine and Medical Genetics. He is also certified by the Royal College of Physicians of Canada (Internal Medicine). We believe Dr. Hayden is qualified to serve on our Board of Directors because of his academic background, as well as his extensive experience as a director and executive officer of both publicly and privately held biotechnology and biopharmaceutical companies.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or our subsidiaries.

Executive Officers Who Are Not Directors

The following table identifies our executive officers who are not directors and sets forth their current positions at the Company and their ages as of April 1, 2023.

Name	Position Held	Officer Since	Age
Andrew Booth	Chief Financial Officer	2019	49
Tryn Stimart	Chief Legal Officer, Chief Compliance Officer & Corporate Secretary	2019	53
Neil Aubuchon	Chief Commercial Officer	2021	53

Andrew Booth. Mr. Booth has served as our Chief Financial Officer since August 2019, and previously served as a member of our Board of Directors from June 2016 to August 2019. From February 2017 to July 2019, Mr. Booth also served as the Chief Commercial Officer of STEMCELL Technologies Inc., a Vancouver-based private biotechnology company, and as the Chief Financial Officer of STEMCELL Technologies from March 2013 to January 2017, and as the VP, Instrumentation from January 2010 to February 2013. Prior to STEMCELL, Mr. Booth was at GE Healthcare based in London, UK leading M&A activities for EMEA and GE Lifesciences. Mr. Booth was at GE from 2004 to 2009. Mr. Booth has also previously served as a member of the Board of Directors of various private companies in the life sciences sector. Mr. Booth holds an MBA from INSEAD, France, and a B.A.Sc. in Engineering Physics from the University of British Columbia.

Tryn Stimart. Mr. Stimart has served as our Chief Legal Officer and Corporate Secretary since August 2019 and our Chief Compliance Officer since December 2020. Prior to joining AbCellera, Mr. Stimart was a partner at Gibbons P.C., a law firm, from October 2016 to August 2019. From May 2013 to September 2016, Mr. Stimart was a partner at Womble Bond, LLP, a law firm. Mr. Stimart holds a J.D. from the American University Washington College of Law, an M.Sc. in Chemistry from Old Dominion University, and B.Scs. degrees in Biochemistry and Genetics & Cell Biology from the University of Minnesota (twin cities).

9

TABLE OF CONTENTS

Neil Aubuchon. Mr. Aubuchon has served as Chief Commercial Officer since January 2022. Prior to joining AbCellera, from June 2017 to December 2021, Mr. Aubuchon was the Global Marketing Lead for Amgen's General Medicine early portfolio, which included responsibility for developing the integrated strategy for Amgen's non-oncology therapeutic areas and leading commercial strategy for over 10 biologics, as well as several high-profile corporate initiatives. Prior to Amgen, from February 2015 to May 2015, Mr. Aubuchon was the Vice President of Global Marketing at Santen, a global ophthalmology-focused pharmaceutical company. Prior to Santen, Mr. Aubuchon spent close to 17 years at Eli Lilly, from May 1998 to January 2015, in various commercial roles of increasing responsibility. This included the Chief Marketing Officer in Australia, Chief Marketing Officer in Japan, Head of Strategy & Operations for Lilly Bio-Medicines Globally, and Vice President of Lilly Bio-Medicines in Japan. Mr. Aubuchon holds a BA in Political Science from the University of Western Ontario and an MBA from the University of Toronto.

10

TABLE OF CONTENTS

PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE

FISCAL YEAR ENDING DECEMBER 31, 2023

Our shareholders are being asked to ratify the appointment by the Audit Committee of the Board of Directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. KPMG LLP has served as our independent registered public accounting firm since 2017.

The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2023. Shareholder approval is not required to appoint KPMG LLP as our independent registered public accounting firm. However, the Board of Directors believes that submitting the appointment of KPMG LLP to the shareholders for ratification is good corporate governance. If the shareholders do not ratify this appointment, the Audit Committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and its shareholders.

A representative of KPMG LLP is expected to be present at the virtual Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our shareholders.

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by KPMG LLP during the years ended December 31, 2021, and December 31, 2022.

	2021	2022
Audit fees⁽¹⁾	$973,950	$905,056
Audit-related fees⁽²⁾	—	—
Tax fees⁽³⁾	85,682	126,264
All other fees	—	—
Total fees⁽⁴⁾	$1,059,632	$1,031,320

(1)

Audit fees consist of fees for professional services provided by KPMG LLP for the audit of our annual financial statements, the review of interim consolidated financial statements and consultations on accounting matters directly related to the audit, and comfort letters, consents and assistance with and review of documents filed with the SEC.

(2)	Fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the financial statements.

(3)	Tax Fees consist of fees for professional services in connection with tax compliance, tax planning, and tax advice, including the review and preparation of our federal, state and foreign income tax returns and requests for rulings or technical advice from tax authorities.

(4)	Fees paid in Canadian dollars have been converted to U.S. dollars at the average exchange rate of $0.798 for the year ended December 31, 2021, and $0.768 for the year ended December 31, 2022, respectively, based on Bank of Canada average exchange rates.

Audit Committee Pre-approval Policy and Procedures

Our Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, our Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

During our 2022 and 2021 fiscal years, no services were provided to us by KPMG LLP other than in accordance with the pre-approval policies and procedures described above.

11

TABLE OF CONTENTS

Vote Required

This proposal must receive the affirmative vote of the majority of shares properly cast on the proposal to ratify the appointment of KPMG LLP. Abstentions will have no effect on this proposal. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee has authority to vote your unvoted shares held by the firm on this proposal. If your broker, bank or other nominee does not exercise this authority, such broker non-votes will have no effect on the results of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” PROPOSAL NO. 2 TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

12

TABLE OF CONTENTS

PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Section 14A(a)(1) of the Exchange Act, we are required to solicit our shareholders at least once every three (3) years, to vote, with an opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, or a “Say-On-Pay Vote”, as disclosed in this proxy statement. At our 2022 Annual Meeting of Shareholders, our shareholders voted on, among other matters, a proposal regarding the frequency of holding a non-binding advisory vote on the compensation of our named executive officers. A majority of the votes cast on the frequency proposal were cast in favor of holding a non-binding, advisory vote on the compensation of our named executive officers every year, which was consistent with the recommendation of the Board. The Board considered the voting results with respect to the frequency proposal as well as other factors, and currently intends for the Company to hold a non-binding advisory vote on the compensation of our named executive officers every year until the next required non-binding advisory vote on the frequency of holding the non-binding, advisory vote on the compensation of our named executive officers, which will occur not later than the 2028 Annual Meeting of Shareholders. As a result, our Board of Directors is providing the shareholders with an opportunity to partake, on a non-binding advisory basis, in a Say-On-Pay Vote.

As described below under “Executive Compensation – Compensation Discussion & Analysis,” we have developed a compensation program that is designed to attract and retain key executives responsible for our success and motivate management to enhance long-term shareholder value. The executive compensation program is designed to reward both short-term and long-term performance and to align the financial interests of our executive officers with the interests of our shareholders. We believe our executive compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

We are asking for shareholder approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, which includes the disclosures in the “Executive Compensation” and “Compensation Discussion & Analysis” sections, the compensation tables, and the narrative discussion following the compensation tables in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. For the reasons discussed above, our Board of Directors unanimously recommends that our shareholders vote in favor of the following resolution:

“RESOLVED, that the Company’s shareholders hereby approve, on a non-binding advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, 2022 Summary Compensation Table, and the other compensation-related tables and the narratives that accompany such tables.”

As this vote is advisory, it will not be binding upon our Board of Directors or the Compensation Committee, and neither our Board of Directors nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, the Board of Directors and the Compensation Committee value the opinion of our shareholders, and the Compensation Committee will carefully consider the outcome of this vote when evaluating our executive compensation policies and practices and making future compensation decisions.

Vote Required

This proposal must receive the affirmative vote of the majority of shares properly cast on the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE NON-BINDING ADVISORY RESOLUTION IN PROPOSAL NO. 3 APPROVING THE COMPENSATION OF OUR NAMED

EXECUTIVE OFFICERS.

13

TABLE OF CONTENTS

CORPORATE GOVERNANCE

Director Nomination Process

Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to members of the Board of Directors and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by management, recruiters, members of the committee, and our board. The qualifications, qualities, and skills that our Nominating and Corporate Governance Committee believes must be met by a committee-recommended nominee for a position on our Board of Directors include:

•	The nominee shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing.

•	The nominee shall be highly accomplished in his or her respective field, with superior credentials and recognition.

•	The nominee shall be well regarded in the community and shall have a long-term reputation for their high ethical and moral standards.

•	The nominee shall have sufficient time and availability to devote to the affairs of the Company, particularly in light of the number of boards of directors on which such nominee may serve.

•	To the extent such nominee serves or has previously served on other boards, the nominee shall have a demonstrated history of actively contributing at board meetings.

Our articles contain certain “advance notice” provisions with respect to the election of our directors. These provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all our shareholders receive adequate notice of board nominations and sufficient information with respect to all nominees; and (iii) allow our shareholders to vote on an informed basis. Only persons who are nominated by shareholders in accordance with our advance notice provisions will be eligible for election as directors at any Annual Meeting of our shareholders, or at any special meeting of our shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under our advance notice provisions, a shareholder wishing to nominate a director would be required to provide us with notice, in a prescribed form and within prescribed time periods. These time periods include, (i) in the case of an Annual Meeting of shareholders (including annual and special meetings), not less than thirty (30) days prior to the date of the Annual Meeting of shareholders; provided that if the first public announcement of the date of the Annual Meeting of shareholders, which we refer to as the notice date, is less than fifty (50) days before the meeting date, not later than the close of business on the tenth (10th) day following the notice date; and (ii) in the case of a special meeting (which is not also an Annual Meeting) of shareholders called for any purpose which includes electing directors, not later than the close of business on the fifteenth (15th) day following the notice date.

Director Independence

Our common shares are listed on the Nasdaq Global Select Market. Under the Nasdaq Stock Market LLC, or Nasdaq, Marketplace Rules, or the Nasdaq Listing Rules, independent directors must comprise a majority of a listed company’s Board of Directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under the Nasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3

14

TABLE OF CONTENTS

under the Exchange Act, 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: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board service; or (ii) be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the Board of Directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such 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: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our Board of Directors has undertaken a review of the composition of our Board of Directors and its committees and the independence of each director. 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 Drs. Hayden and Lo, and Messrs. Montalbano and Thiel are independent directors, including for purposes of Nasdaq and the SEC rules. In making that determination, our Board of Directors considered the relationships that each director has with us and all other facts and circumstances the Board of Directors deemed relevant in determining independence, including the potential deemed beneficial ownership of our capital shares by each director, including non-employee directors that are affiliated with certain of our major shareholders. The composition and functioning of our Board of Directors and each of our committees complies with all applicable Nasdaq Listing Rules and the rules and regulations of the SEC.

Board Committees

Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our Board of Directors. The composition and functioning of all our committees comply with the applicable Nasdaq Listing Rules, SOX, and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us. The full text of our audit committee charter, compensation committee charter, and nominating and corporate governance committee charter are posted on the investor relations portion of our website www.abcellera.com.

Audit Committee

Our audit committee is comprised of Mr. Montalbano, Dr. Lo, and Dr. Hayden, and is chaired by Mr. Montalbano. The functions of the audit committee include:

•	recommending appointing and approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•	pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•	reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

•	reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

•	coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

•	establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•	recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;

•	monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

15

TABLE OF CONTENTS

•	preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

•	reviewing material related person transactions for potential conflict of interest situations and approving such transactions;

•	reviewing quarterly reports on Form 10-Q and earnings releases; and

•	reviewing and discussing with management the Company’s risk register.

All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC, the Nasdaq Listing Rules. Our Board of Directors has determined that Mr. Montalbano qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations. In making this determination, our Board of Directors considered the nature and scope of experience that Mr. Montalbano has previously had with public reporting companies, including service as a Chief Executive Officer and Audit Committee Chair of other public and private companies. Our Board of Directors has determined that all directors that are members of our audit committee satisfy the relevant independence requirements for service on the audit committee set forth in the rules of the SEC, the Nasdaq Listing Rules and applicable Canadian laws. Both our independent registered public accounting firm and management will periodically meet privately with our audit committee.

Compensation Committee

Our compensation committee is comprised of Dr. Hayden and Mr. Montalbano and is chaired by Dr. Hayden. Each member of our compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The functions of the compensation committee include:

•	annually reviewing and recommending to the Board of Directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

•

evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation (i) reviewing and determining the cash compensation of our Chief Executive Officer and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans;

•	reviewing and approving the compensation of our other executive officers;

•	reviewing and establishing our overall management compensation, philosophy and policy;

•	overseeing and administering our compensation and similar plans;

•	evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq Listing Rules;

•	reviewing and approving our policies and procedures for the grant of equity-based awards;

•	reviewing and recommending to the Board of Directors the compensation of our directors;

•	preparing our compensation committee report if and when required by SEC rules;

•	reviewing and discussing annually with management our “Compensation Discussion and Analysis,” if and when required, to be included in our annual proxy statement; and

•	reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Mr. Thiel, Dr. Hayden, and Mr. Montalbano, and is chaired by Mr. Thiel. The functions of the nominating and corporate governance committee include:

•	developing and recommending to the Board of Directors criteria for board and committee membership;

•	establishing procedures for identifying and evaluating Board of Director candidates, including nominees recommended by shareholders;

16

TABLE OF CONTENTS

•	reviewing the composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

•	identifying individuals qualified to become members of the Board of Directors;

•	recommending to the Board of Directors the persons to be nominated for election as directors and to each of the board’s committees;

•	developing and recommending to the Board of Directors a code of business conduct and ethics and a set of corporate governance guidelines; and

•	overseeing the evaluation of our Board of Directors.

The Nominating and Corporate Governance Committee considers candidates for Board of Director membership suggested by its members and the Chief Executive Officer. Additionally, in selecting nominees for directors, the Nominating and Corporate Governance Committee will review candidates recommended by shareholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our Board of Directors. Any shareholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Shareholder Proposals.” The Nominating and Corporate Governance Committee will also consider whether to nominate any person proposed by a shareholder in accordance with the provisions of our articles relating to shareholder nominations as described later in this proxy statement under the heading “Shareholder Proposals.”

Identifying and Evaluating Director Nominees. Our Board of Directors is responsible for filling vacancies on our Board of Directors and for nominating candidates for election by our shareholders each year in the class of directors whose term expires at the relevant Annual Meeting. The Board of Directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, using search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of our Board of Directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Directors’ approval to fill a vacancy or as director nominees for election to the Board of Directors by our shareholders each year in the class of directors whose term expires at the relevant Annual Meeting.

17

TABLE OF CONTENTS

Board Diversity

The information in the matrix below is based solely on information provided by our directors about their gender and demographic self-identification as of April 28, 2023. Directors who indicated that they preferred not to answer a question are shown as “did not disclose gender” or “did not disclose demographic background” below.

Part I: Gender Identity

Directors

1

4

1

Part II: Demographic Background

African American

Alaskan Native

Asian

1

Black

Hispanic

Latino

Native American

Native Hawaiian

Pacific Islander

White

3

Two or More Races or Ethnicities

LGBTQ+

1

Did Not Disclose Demographic Background

2

Board and Committee Meetings Attendance

The full Board of Directors met seven (7) times during 2022. During 2022, each member of the Board of Directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board of Directors on which such person served (during the periods that such person served). The Company’s Compensation Committee met nine (9) times in 2022, each member of the Compensation Committee attended all meetings. The Company’s Audit Committee met six (6) times during 2022, each member of the Audit Committee attended all meetings. The Company’s Nominating and Corporate Governance Committee met once (1) during 2022, each member of the Company’s Nominating and Corporate Governance Committee attended the meeting.

Policy on Trading and Hedging of Company Shares

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and shareholders. Our insider trading policy expressly prohibits our executive officers, directors and designated employees and consultants from engaging in certain prohibited transactions, including short sales, purchases or sales of derivative securities or hedging transactions.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and representatives, including directors and consultants. A current copy of

18

TABLE OF CONTENTS

the code is posted on the Investor Relations section of our website, which is located at www.abcellera.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Board’s Role in Risk Oversight

Board Leadership Structure

The Board of Directors believes that currently, it is in the best interest of the Company and its shareholders to combine the roles of Chairperson and Chief Executive Officer. However, there is no formal policy regarding the combination or separation of these roles. The Board of Directors believes that Dr. Hansen’s leadership in the field, and daily involvement in managing the Company as the Chief Executive Officer, makes him best suited to also serve as Chairperson and guide the Board of Directors in setting priorities and addressing risks and challenges.

Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face several risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction, and intellectual property, as more fully discussed in the filings we make with the SEC. Management is responsible for the day-to-day management of risks we face, while our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the Board of Directors in overseeing the management of our risks is conducted primarily through committees of the Board of Directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full Board of Directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairperson of the relevant committee reports on the discussion to the full Board of Directors during the committee reports portion of the next board meeting. This enables the Board of Directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Communication with our Board of Directors

Any interested party with concerns about our Company may report such concerns to the Board of Directors or the lead director of our Board of Directors and Nominating and Corporate Governance Committee, by submitting a written communication to the attention of such director at the following address:

c/o AbCellera Biologics Inc.

2215 Yukon Street

Vancouver, BC V5Y 0A1

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder or other interested party.

A copy of any such written communication may also be forwarded to our Chief Legal Officer and a copy of such communication may be retained for a reasonable period. The director may discuss the matter with our Chief Legal Officer, outside legal counsel, independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and applying his or her own discretion.

Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.

19

TABLE OF CONTENTS

The Audit Committee oversees the procedures for the receipt, retention, and treatment of complaints received by our company regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. We have also established a toll-free telephone number for the reporting of such activity, which is +1 (877) 458-7914.

Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees the annual board and committee evaluation process. Generally, the Board of Directors and each committee conduct self-evaluations through a variety of means. Responses are summarized and provided to the Board of Directors and each committee at their meetings to facilitate an examination and discussion by the Board of Directors and each committee of the effectiveness of the board and committees, Board of Directors and committee structure and dynamics, and areas for possible improvement. The Nominating and Corporate Governance Committee establishes the Board of Directors and committee evaluation process each year and may determine to use an independent third-party evaluation process from time to time in the future.

20

TABLE OF CONTENTS

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

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

Annual Retainer for Board Membership
Annual service on the Board of Directors			$40,000
Additional retainer for annual service as non-executive chairperson or lead director of the Board of Directors			$30,000
Additional Annual Retainer for Committee Membership
Annual service as audit committee chairperson			$20,000
Annual service as member of the audit committee (other than chair)			$10,000
Annual service as compensation committee chairperson			$15,000
Annual service as member of the compensation committee (other than chair)			$7,500
Annual service as nominating and corporate governance committee chairperson			$10,000
Annual service as member of the nominating and corporate governance committee (other than chair)			$5,000

In addition, our policy provides that, upon initial election or appointment to our Board of Directors, each new non-employee director will be granted a one-time grant of either a non-statutory share option to purchase our common shares, restricted share units, or RSUs, or a combination thereof, with an aggregate targeted grant date fair value of $800,000 on the date of such director’s election or appointment to the Board of Directors, or the Director Initial Grant. The Director Initial Grant will vest in substantially equal annual installments over three years, subject to the non-employee director’s continued service to the Board of Directors through each such vesting date. On the date of each Annual Meeting of shareholders of our company, each non-employee director who will continue as a non-employee director following such meeting will be granted an annual award of either a non-statutory share option to purchase our common shares, RSUs, or a combination thereof, with an aggregate targeted grant date fair value of $400,000, or the Director Annual Grant. The Director Annual Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next Annual Meeting of shareholders, subject to the non-employee director’s continued service to the Board of Directors through each such vesting date. Notwithstanding the foregoing, with respect to the Director Annual Grants made at the Annual Meeting of shareholders occurring in 2021 and 2022, such Director Annual Grants shall vest on the one-year anniversary of the grant date and with respect to the Annual Director Grants made for the Annual Meeting of shareholders occurring in 2023, such Director Annual Grant shall vest at the 2024 Annual General Meeting. The Director Initial Grant and Director Annual Grant are subject to full acceleration of vesting upon the sale of our company.

We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board of Directors or any committee thereof.

Employee directors will receive no additional compensation for their service as a director.

21

TABLE OF CONTENTS

Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2022. Dr. Hansen, who is our Chief Executive Officer and President, and Dr. Lecault, who is our Chief Operating Officer, did not receive any additional compensation for their services as director. The compensation received by Drs. Hansen and Lecault, as NEOs of our company, is presented in “Executive Compensation—2022 Summary Compensation Table” below.

Name⁽¹⁾	Fees Earned or Paid in Cash ($)⁽²⁾	Option Award ($)⁽³⁾⁽⁷⁾	All Other Compensation ($)	Total ($)
Michael Hayden, MBCHB (M.D.), Ph.D.⁽⁴⁾	100,000	400,250	—	500,250
John S. Montalbano, CFA⁽⁵⁾	72,500	400,250	—	472,750
Andrew Lo, Ph. D.⁽⁶⁾	50,000	400,250	—	450,250

(1)	As of December 31, 2022, Mr. Thiel did not receive any compensation or hold any outstanding equity awards.

(2)	Amounts paid reflect fees earned in 2022 for 2022 service and are made pursuant to the Amended and Restated Non-Employee Director Compensation policy, effective as of February 23, 2021.

(3)

The amounts reported represent the aggregate grant date fair value of the stock options granted to our directors during the 2022 fiscal year, calculated in accordance with ASC Topic 718. Such grant date fair values do not consider any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2022. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying common shares.

(4)	As of December 31, 2022, Dr. Hayden held outstanding options to purchase an aggregate of 227,045 shares of Company common shares.

(5)	As of December 31, 2022, Mr. Montalbano held outstanding options to purchase an aggregate of 627,045 shares of Company common shares.

(6)	As of December 31, 2022, Dr. Lo held outstanding options to purchase an aggregate of 138,556 shares of Company common shares.

(7)	Reflects stock options awarded in 2022 for 2023 service.

22

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Overview

The following discussion contains forward-looking statements that are based on our current plans and expectations regarding our future compensation programs. The actual amount and form of compensation that we pay and the compensation policies and practices that we adopt in the future may differ materially from the currently planned programs that are summarized in this discussion.

The compensation provided to our named executive officers for the fiscal years ended December 31, 2020, 2021, and 2022, is detailed in the 2022 Summary Compensation Table and accompanying footnotes, narrative, and tables that follow. Our named executive officers for the fiscal year ended December 31, 2022, which consists of our Chief Executive Officer and our four most highly-compensated individuals (other than our Chief Executive Officer) who were serving as executive officers on December 31, 2022, are:

SEC Form DEF 14A filed by AbCellera Biologics Inc.