DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.

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14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §

240.14a-12

CASTLE BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

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

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

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WHO WE ARE

Castle Biosciences, Inc. (sometimes referred to as the “Company,” “Castle,” “we,” “us” or “our”) is applying innovative diagnostics to inform disease management and improve patient outcomes. For the diseases that our portfolio of tests cover, we believe the traditional approach to developing a treatment plan for cancers and other diseases using clinical and pathology factors alone is inadequate and can be improved by incorporating the personalized information our diagnostic and prognostic (or risk stratification) tests provide.

MISSION, VISION AND VALUES

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Vision and Foundational Strategy

Since our inception in 2008, it has been our vision to transform disease management by keeping people first: patients, clinicians, employees and investors. This foundational strategy remains the guidepost for the direction of our company and the basis of long-term value creation.

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We have three strategic guideposts that create value for customers, patients and stockholders:

Exceptional Employees—We hire and keep the right people, by our commitment to doing the right thing for employees and nurturing our thriving culture.

Continuous Evolution & Improvement—We are an industry leader by challenging the status quo with deep scientific expertise, unique value insight and robust data development.

Customer & Solution Centric—We value best-in-class customer experience at all points along the testing journey, and we leverage multiple solutions for a single customer to provide a single source of high quality molecular diagnostic tests.

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April 12, 2023

Letter from our Chief Executive Officer

DEAR FELLOW STOCKHOLDERS,

We look forward to welcoming you to the Castle Biosciences, Inc. 2023 Annual Meeting of Stockholders to be held on May 25, 2023, at 10:00 a.m. Eastern Daylight Time. We value your voice and encourage you to submit your vote early. The following Notice of Annual Meeting and accompanying Proxy Statement will serve as your guide to the business to be conducted and provide details regarding the meeting.

I encourage you to read our 2023 Proxy Statement, our 2022 Annual Report and the other proxy materials and voting instructions on the pages that follow to ensure your shares are represented at the meeting.

2022 Performance Highlights

I am pleased to share that 2022 was a year of significant growth and success for Castle, driven by strong execution and our steadfast commitment to improve patient care through our innovative, actionable tests.

We delivered strong year-over-year growth in revenue and test report volume, reflecting solid execution by our Castle team. Our full-year 2022 revenue increased by 46% over 2021 to $137 million, significantly exceeding our initial 2022 revenue guidance of $115-120 million. With commercial team expansions in both our Dermatology and Gastroenterology franchises and consistent execution of our sales objectives, we delivered 44,419 total test reports in 2022, an increase of 58% compared to 2021. Additionally, in 2022, we saw strong

provider growth and continued adoption with 2,312 new ordering clinicians and 7,670 total ordering clinicians for our dermatologic tests.

Building on Our Momentum

The successful execution we have delivered is defined by the talented employees who call Castle home. They are driven and focused on our mission of improving health through innovative tests that guide patient care. We believe this drive enabled us to successfully execute our strategy, resulting in the significant growth in revenue and test reports, as well as operational improvements, seen in 2022.

As we look ahead, we remain focused on value creation, which we expect to be powered by our ongoing momentum and steady steps toward achieving our vision of transforming disease management. On behalf of all of us at Castle, thank you for your ongoing support. We are excited for the future.

Sincerely,

LOGO

DEREK J. MAETZOLD

Founder, President & CEO

”Our full-year 2022 revenue increased by 46% over 2021 to $137 million, significantly exceeding our initial 2022 revenue guidance of $115-120 million.”

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Letter from Our Independent Chair

TO MY FELLOW CASTLE STOCKHOLDERS,

The other independent directors and I join Derek in encouraging you to attend Castle’s 2023 Annual Meeting of Stockholders.

I am pleased to continue to serve as your independent Board Chair and to update you on some of the important work of the Board and Committees. The Board values input from our stockholders and believes meaningful engagement helps the Board understand key issues of importance to better inform our decision-making process. Building trust and delivering sustainable, long-term value requires regular dialogue with our stockholders.

Robust Stockholder Engagement Outreach and Responsiveness

As I stated, the Board values your input and is committed to understanding your perspectives on important matters regarding the Company. Following a disappointing Say-on-Pay vote at our 2022 Annual Meeting of Stockholders, the Chair of our Compensation Committee and I, along with management, proactively conducted a robust outreach program to solicit feedback and to better understand our investors’ perspectives on corporate governance and executive compensation matters, including Say-on-Pay. A few highlights of our efforts and key actions taken in response include: our first grant of performance-based equity; adoption of a clawback policy and stock ownership guidelines; and a refreshed proxy statement and substantially enhanced disclosures, including the CD&A, to provide for greater clarity and transparency to enable stockholders to

better assess our overall program and the Compensation Committee’s decision-making process. Details of what we heard and how we responded to feedback received during this outreach can be found beginning on page 3. The Board is committed to continued engagement with our stockholders. The feedback we receive is integral to the Board’s decision-making process and your views help inform the Company’s policies, practices and disclosures.

Looking Ahead

Providing Board oversight of our long-term strategy will remain a priority for the Board in the coming year, and under Derek’s leadership, Castle’s management and the Company as a whole are committed to its growth strategy and building long-term value for stockholders. We believe the Company is well-positioned to execute on its goals, and as a Board, we will continue to hold management accountable for doing so.

On behalf of the independent directors, I join Derek in thanking you for choosing to invest in Castle Biosciences.

Sincerely,

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DANIEL M. BRADBURY

Independent Chair of the Board

”The Board values input from our stockholders and believes meaningful engagement helps the Board understand key issues of importance to better inform our decision-making process.”

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505 S. Friendswood Drive, Suite 401

Friendswood, Texas 77546

Notice of Annual Meeting of Stockholders

To Be Held On May 25, 2023

DEAR STOCKHOLDER:

You are cordially invited to attend the 2023 annual meeting of stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”) of Castle Biosciences, Inc., a Delaware corporation. The Annual Meeting will be held on Thursday, May 25, 2023, at 10:00 a.m. Eastern Daylight Time at the Omni William Penn Hotel, 530 William Penn Place, Pittsburgh, Pennsylvania 15219, for the following purposes:

To elect the three Class I directors named in the Proxy Statement to hold office until the 2026 annual meeting of stockholders.

To ratify the selection of KPMG LLP by the Audit Committee of our board of directors as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.

To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 4, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment, continuation or postponement thereof.

On or about April 12, 2023, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including how to vote via the internet, by telephone or by mail.


				By Order of the Board of Directors,

				Derek J. Maetzold
				President and Chief Executive Officer

Friendswood, Texas

April 12, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to Be Held on Thursday, May 25, 2023, at 10:00 a.m. Eastern Daylight Time.

Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2022, are available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. All stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the internet, by telephone, or, if you received a paper proxy card and voting instructions by mail, voting your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy the Proxy Statement accompanying this Notice.

The inclusion of our website address here or elsewhere in the Proxy Statement accompanying this Notice does not incorporate by reference into the Proxy Statement the information on or accessible through our website.

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Table of Contents


	Page No.
PROXY SUMMARY		1
Voting Matters		1
How to Vote		1
Business Overview		1
2022 Performance Highlights		1
ESG and Our Corporate Purpose		2
Stockholder Outreach		3
Board Highlights		4
Governance Highlights		6
Compensation Highlights		7

PROPOSAL 1—ELECTION OF DIRECTORS		8

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		13
Composition of the Board of Directors		13
Experience and Attributes of the Board of Directors		14
Director Time Commitment		14
Criteria for Board Membership		14
Board Structure		15
Board Diversity		15
Director Independence		16
Leadership Structure		16
Meetings of the Board of Directors		16
Role of the Board of Directors in Risk Oversight		16
Information Regarding Committees of the Board of Directors		17
Audit Committee		17
Compensation Committee		19
Nominating and Corporate Governance Committee		20
Director Compensation		21
Non-Employee Director Compensation Policy		22
Stock Ownership Guidelines		23
Environmental, Social and Governance Program		23
Stockholder Communications with the Board of Directors		27

PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		28

PROPOSAL 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		31

EXECUTIVE OFFICERS		33

COMPENSATION DISCUSSION AND ANALYSIS		34
Named Executive Officers		34
Business Overview		34
Summary of our Executive Compensation Program		35
Executive Compensation Philosophy and Objectives		36
2022 Stockholder Outreach		36
Stockholder Feedback and Board Responsiveness		37
Compensation Committee Oversight of Compensation-Related Risks		37
Compensation Determination Process		38
Elements of Our Executive Compensation Program		41
Agreements with our NEOs		45
Potential Benefits upon Termination or Change-in-Control		46


	Page No.
Pension Benefits and Nonqualified Deferred Compensation		49
Other Compensation Practices and Policies		49
Compensation Committee Report		51

EXECUTIVE COMPENSATION TABLES		52
Summary Compensation Table		52
Grants of Plan-Based Awards		53
Outstanding Equity Awards at Fiscal Year-End		54
Option Exercises and Stock Vested in 2022		55
Potential payments Upon Termination or Change-in-Control		56

CEO PAY RATIO		57

PAY VERSUS PERFORMANCE		58

DELINQUENT SECTION 16(a) REPORTS		61

EQUITY COMPENSATION PLAN INFORMATION		62

TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATIONS		66

HOUSEHOLDING OF PROXY MATERIALS		69

ANNUAL REPORT ON FORM 10-K		70

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		71

OTHER MATTERS		76

Proxy Summary

VOTING MATTERS

Please read this Proxy Statement for the 2023 annual meeting of stockholders (including any adjournments, continuations or postponements thereof) of Castle Biosciences, Inc., a Delaware corporation and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 before voting on the following matters:


		Board Vote Recommendation	Page Reference (for more detail)
1	Election of Three Class I Directors	FOR each nominee	8
2	Ratification of Independent Auditor	FOR	28
3	Advisory Approval of Executive Compensation (Say-on-Pay)	FOR	30

How to Vote

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By Internet (www.proxyvote.com)

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By Phone (1-800-690-6903)

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By Mail (Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717)

See this Proxy Statement for directions on voting by proxy and to see how your votes are counted.

BUSINESS OVERVIEW

Our commercially available proprietary tests focus on answering clinical questions arising during the treatment of:

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Dermatologic cancers—DecisionDx^®-Melanoma, DecisionDx^®-SCC, and MyPath^® Melanoma

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Uveal melanoma—DecisionDx^®-UM

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Barrett’s esophagus—TissueCypher^® Barrett’s Esophagus Test

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Mental health diagnoses—IDgenetix^®

Together, we believe these commercial products support an estimated total addressable market of $8.0 billion in the United States.

Our Test Portfolio

Currently, our revenue is primarily generated by our DecisionDx-Melanoma risk stratification test for cutaneous melanoma, although each of our other commercial tests do contribute to our overall revenue. We map out the patient journey of diagnostic test services as starting with (i) screening of healthy individuals, to (ii) supporting diagnostic clarity in patients with signs or symptoms of disease, to (iii) risk stratification or prognosis, to (iv) response to treatment for specific treatment selection and to (v) minimal residual disease/recurrence monitoring. We currently focus our investments on innovative test services that assist in the following areas along the patient journey: providing diagnostic clarity in patients with signs or symptoms of disease, risk stratification and response to treatment. We have six commercially available proprietary tests that assist clinicians and patients along this continuum.

2022 PERFORMANCE HIGHLIGHTS

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$137.0 million in revenue, 46% year-over-year growth

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44,419 delivered test reports, 58% year-over-year growth

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As of December 31, 2022, cash and cash equivalents of $122.9 million and $135.7 million of marketable investment securities

CASTLE BIOSCIENCES | 2023 Proxy Statement

Proxy Summary

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Publication of 14 peer-reviewed studies across all franchises

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Addition of mental health franchise with acquisition of AltheaDx, Inc. (“AltheaDx”) in April 2022

ESG AND OUR CORPORATE PURPOSE

At Castle, we are focused on applying innovative diagnostics to inform disease management and improve patient outcomes. We published our first Environmental, Social and Governance (“ESG”) Report in 2021, recognizing the link between strong ESG practices and sustainable long-term value creation for our stockholders. Our board of directors (which we may refer to as our “Board” or the “Board”) has delegated the oversight of the effectiveness of our ESG initiatives to the Audit Committee, which reviews and discusses Castle’s ESG risk management, strategy, initiatives and policies with our management team. We are committed to advancing our ESG strategy, improving our capabilities and measuring our progress based on certain key performance indicators. As part of our 2022 ESG efforts, we prioritized assessing our Scope 1 and 2 greenhouse gas (“GHG”) emissions; established a diversity, equity and inclusion (“DEI”) statement (“DEI Statement”); and developed a code of conduct for our vendors (“Vendor Code of Conduct”). As we move forward in 2023, we will continue to identify ways to enhance and deliver on our commitment to patients, clinicians, employees and investors.

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2023 Proxy Statement

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Proxy Summary

2022 STOCKHOLDER OUTREACH

The Board is committed to sound corporate governance, which we believe requires feedback from our stockholders to inform the Board’s decisions and guide our overall approach to governance. Our stockholder outreach in 2022 provided the Board with valuable insights into our stockholders’ perspectives on our executive compensation program and other matters of importance. We endeavor to maintain sound compensation and corporate governance practices and will continue to evaluate our compensation program to further align our executive compensation program with the long-term interests of our stockholders. We are committed to understanding stockholders’ perspectives and anticipate ongoing stockholder outreach.

For many years, we followed a consistent approach to the design of our executive compensation program. At our 2022 annual meeting of stockholders, we asked our stockholders to indicate their support for the compensation of our named executive officers by casting a non-binding, advisory vote “FOR” such compensation as described in the proxy statement (commonly known as a “Say-on-Pay” proposal). Our inaugural Say-on-Pay proposal received the support of approximately 41% of the votes cast, and we were disappointed with the outcome. In response, in order to better understand investor concerns, we conducted a robust, Board-driven stockholder outreach and engagement program in the fall of 2022, which informed the Board’s decisions for 2023.

Prior to our 2022 annual meeting of stockholders, we engaged Morrow Sodali LLC (“Morrow Sodali”) to assist our Board with certain governance matters. Following the low support of our Say-on-Pay proposal, we expanded the engagement of Morrow Sodali to help facilitate a direct stockholder outreach program. We initiated our stockholder outreach in the fourth quarter of 2022 to specifically gain input on the Say-on-Pay vote and gain feedback on our compensation program. During this process, we reached out to our 25 largest stockholders, representing 57% of our then-outstanding common stock. We held discussions with 10 of the 25 largest stockholders, representing 36% of our then-outstanding common stock. The other 15 stockholders, representing 21% of our then-outstanding common stock, either declined to meet with us or did not respond. In addition to executive compensation, we discussed a broad range of other ESG topics, which we have reviewed and discussed with the Board. These stockholder discussions were led by our Board Chair and/or Compensation Committee Chair. Certain members of the executive management team also participated on the calls, including our Chief Executive Officer (“CEO”) and our Vice President, Investor Relations & Corporate Affairs.

In 2022, these discussions covered a wide range of topics, including:

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Executive compensation

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Director time commitment

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Board diversity

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Enhancement to proxy disclosures

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Board structure

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Conflicts of interest

After considering stockholder feedback gathered in the fall of 2022, as well as input from management and based in part on the Compensation Committee’s independent compensation consultant, the Compensation Committee approved significant changes to our executive compensation program that were implemented in late 2022 and early 2023. These changes included expanding our executive compensation disclosure in our proxy statement beyond the scaled disclosure required of smaller reporting companies and discussing the material principles underlying Castle’s executive compensation policies and decisions and the most important factors relevant to analysis of those policies and decisions; including performance-based equity incentive awards in the compensation package for our executive officers, adoption of an Incentive Compensation Recovery Policy (“Clawback Policy”), adoption of stock ownership guidelines for our directors and executive officers and adoption of a policy on director time commitment, each of which are outlined in more detail in this Proxy Statement. The Compensation Committee will continue to consider stockholder feedback and the outcomes of future Say-on-Pay votes when evaluating our executive compensation programs and practices and making compensation decisions for our executive officers.

CASTLE BIOSCIENCES | 2023 Proxy Statement

Proxy Summary

BOARD HIGHLIGHTS

Biographies for Class I Director Nominees (term expiring in 2023)

Set forth below is biographical information for the Class I director nominees. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend them for service as a director.


Name	Experience	Attributes

Ellen Goldberg	• Founder and President of CHORD Consulting • Previously served as Vice President of Marketing at Crescendo Biosciences and led marketing at Genomic Health • Holds a B.S. degree in Chemistry from Yale University and a M.S. in chemistry and an MBA degree from Stanford University	• Commercial Execution Experience • Life Science Industry Experience • Digital Health • Regulatory/Lab Services Reimbursement • Diverse Board Member (Gender or Ethnic/Racial)

Miles D. Harrison	• Previously served as the North American President and General Manager at Galderma Laboratories, L.P. Also served as Galderma’s Vice President and General Manager of the Consumer Business Unit. • Holds a B.A. degree in geography from Sheffield Hallam University in the United Kingdom	• Dermatology Specific Experience • Commercial Execution Experience • Life Science Industry Experience • Financial Analysis & Control Experience

Tiffany P. Olson	• Previously served as President of Nuclear & Precision Health Solutions at Cardinal Health • Previously served as President at NaviMed and CEO and President of Roche Diagnostics Corporation • Holds a B.S. degree in business from University of Minnesota and MBA degree from the University of St. Thomas	• Commercial Execution Experience • Life Science Industry Experience • Financial Analysis & Control Experience • Digital Health • Health System Experience • Diverse Board Member (Gender or Ethnic/Racial)

2023 Proxy Statement

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Proxy Summary

Biographies for Class II and Class III Directors

Set forth below is biographical information for the Class II and Class III directors, whose terms of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board to recommend them for service as a director.


Name	Experience	Attributes

Class II—Term Expiring in 2024

Mara G. Aspinall	• Managing Director of BlueStone Venture Partners. • President and CEO of Health Catalysts Group. • Previously served as President and CEO of the Ventana Medical Systems and Global Head of Roche Tissue Diagnostics. • Currently serves as a director of Abcam, DA32 and OraSure Technologies. • Holds a B.A. degree in International Relations from Tufts University and an MBA from Harvard Business School.	• Commercial Execution • Life Science Industry Experience • Financial Analysis & Control Experience • Regulatory/Lab Services Reimbursement • Diverse Board Member (Gender or Ethnic/Racial) • Cybersecurity

Daniel M. Bradbury	• Currently serves on the board of directors of Equillium, Inc. Previously served as an executive and CEO. • Managing member of BioBrit, LLC. • Previously served as President, CEO and Director of Amylin Pharmaceuticals, Inc. • Serves on the board of directors of numerous privately held companies. • Holds a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom.	• Commercial Execution • Life Science Industry Experience • Financial Analysis & Control Experience • R&D Scientific Leadership • Regulatory/Lab Services Reimbursement

Class III—Term Expiring in 2025

Kimberlee S. Caple	• Currently serves as the President of the Genetic Analysis Division, at Thermo Fisher Scientific Inc. • Previously served as the Vice President and General Manager of Genetics Sciences of the Genetics Sciences Business and the Vice President and General manager for the Capillary Electrophoresis Business Unit at Thermo Fisher Scientific Inc. • Holds a B.S degree in biology from Purdue University.	• Life Science Industry Experience • Financial Analysis & Control Experience • Health System Experience • R&D Scientific Leadership • Regulatory/Lab Services Reimbursement • Diverse Board Member (Gender or Ethnic/Racial)

CASTLE BIOSCIENCES | 2023 Proxy Statement

Proxy Summary


Name	Experience	Attributes

G. Bradley Cole	• Previously served as General Manager of Precision Oncology, a unit of Exact Sciences Corporation. • Previously served as Chief Financial Officer and Chief Operating Officer at Genomic Health. • Previously held Chief Financial Officer positions at multiple publicly traded companies, including Applied Biosystems, Inc. • Holds a B.S degree in accounting from Biola University and an MBA from San Jose State University.	• Life Science Industry Experience • Financial Analysis & Control Experience • Regulatory/Lab Services Reimbursement • Cybersecurity

Derek J. Maetzold	• Founded Castle Biosciences and has served as our President, CEO and a member of our Board since inception. • Previously held leadership roles at Encysive Pharmaceuticals, Schering-Plough Corporation (now Merck), Integrated Communications, Amylin Pharmaceuticals and Sandoz Pharmaceuticals (now a division of Novartis). • Currently serves as a director of PreludeDx and IMPACT Melanoma. • Holds a B.S. degree in Biology from George Mason University and an MBA from University of California, Riverside.	• Dermatology Specific Experience • Commercial Execution Experience • Life Science Industry Experience • Financial Analysis & Control Experience • Health System Experience • R&D Scientific Leadership • Regulatory/Lab Services Reimbursement • Cybersecurity

GOVERNANCE HIGHLIGHTS

Our Board is committed to building long-term stockholder value and maintaining sound corporate governance practices. Based on discussions with stockholders and corporate governance best practices, our Board adopted stock ownership guidelines and other governance policies in the first quarter of 2023 to align our corporate governance practices with market practices and investor expectations:

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Director Time Commitment Policy. Over the past year, our Nominating and Corporate Governance Committee had robust discussions on the topic of director time commitments and reviewed the policies of peers and other public companies, as well as various institutional policies. Further, as part of our stockholder outreach in 2022, we discussed this topic with many of our investors. Based on this information, and taking into consideration stockholder feedback, our Board adopted a new policy (our “Director Time Commitment Policy”), as outlined below.

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A director (who is not also an “officer” (each, a “Section 16 officer” (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), may serve on a total of four (4) public company boards, in addition to our Board, unless approved in advance by our Board.

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A director (who also serves as an officer of a public company, including Castle) may serve on a total of two (2) public company boards, in addition to our Board, unless approved in advance by our Board.

All of our directors are in compliance with this policy as of March 31, 2023. More detail is provided under “Information Regarding the Board of Directors and Corporate Governance—Director Time Commitment.”

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Clawback Policy. Our Clawback Policy requires us to seek recovery of incentive compensation paid to current or former Section 16 officers in connection with a subsequent financial statement restatement. We intend to revise our Clawback Policy, if necessary, to comply with the requirements of Exchange Act Rule 10D-1 following the release and effectiveness of listing standards adopted by the Nasdaq Stock Market LLC (“Nasdaq”) in accordance with such rule. More detail is provided below under, “Other Compensation Policies and Practices—Clawback Policy” in the “Compensation Discussion and Analysis” section of this Proxy Statement.

2023 Proxy Statement

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Proxy Summary

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Stock Ownership Guidelines. Our Section 16 officers and directors are required to maintain a specified level of stock ownership to further align management and stockholder interests. For more information, please see “Other Compensation Policies and Practices—Stock Ownership Guidelines” in the “Compensation Discussion and Analysis” section of this Proxy Statement.


Role		Guideline Multiple
CEO		3x base salary
All other Officers		1x base salary
Directors		3x annual cash retainer

COMPENSATION HIGHLIGHTS

We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. A key priority in 2022 was to gather and address stockholder feedback following our first Say-on-Pay proposal. Highlights of our compensation policy and practices are set forth below:

What We Do

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Pay for Performance Philosophy and Culture

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Significant Portion of “At-Risk” Executive Compensation is Performance-Based

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Independent Compensation Committee

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Independent Compensation Advisor Reports Directly to the Compensation Committee

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Stock Ownership Guidelines for Directors and Officers

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Multi-Year Vesting Requirements for Retention and Long- and Short-Term Alignment

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Annual Say-On-Pay Vote

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Active Stockholder Outreach

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Clawback Policy

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Prohibit Hedging or Pledging

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Minimize Inappropriate Risk Taking

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Competitive Peer Group

What We Don’t Do

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No Special Health or Welfare Benefits for Executives

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No Excessive Perquisites

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No Post-Employment Tax Gross-Ups

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No Single-Trigger Acceleration of Equity Awards Upon a Change-in-Control

CASTLE BIOSCIENCES | 2023 Proxy Statement

Proposal 1

Election of Directors

Class I Director Nominees for Election for a Three-Year Term Expiring at Castle’s 2026 Annual Meeting of Stockholders

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Ellen Goldberg

She has served as a member of our board of directors since July 2021. Ms. Goldberg has served as the Founder and President of CHORD Consulting, where she works with executives of innovative diagnostics companies to develop and commercialize novel products since 2011. She has focused her career on ground-breaking technologies in life-threatening and life-altering diseases. From 2009 to 2011, Ms. Goldberg served as Vice President of Marketing at Crescendo Bioscience, developer of Vectra DA^®, a multi-biomarker blood test that predicts joint damage and enables treatment changes to improve outcomes in rheumatoid arthritis. Prior to Crescendo, Ms. Goldberg led marketing at Genomic Health, where she launched the Oncotype DX^® Breast Cancer Assay and helped develop tests in colon cancer, prostate cancer and ductal carcinoma in situ. Ms. Goldberg began her career as a strategy consultant with Booz Allen & Hamilton and developed new products at ALZA Corporation. She has an M.S in Chemistry and an MBA from Stanford University and a B.S. in Chemistry from Yale University. Ms. Goldberg is also a fellow of the Aspen Institute’s Health Innovators Fellowship Program.

Our Nominating and Corporate Governance Committee and board of directors believe Ms. Goldberg’s expertise in the development and commercialization of diagnostic tests and commercial leadership experience in the diagnostics qualify her to serve on our board of directors.

2023 Proxy Statement

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Proposal 1 Election of Directors


				Miles D. Harrison He has served as a member of our board of directors since April 2020. From January 2016 through April 2021, Mr. Harrison served as the North American President and General Manager of Galderma Laboratories, L.P., a global dermatology company. During his tenure at Galderma, Galderma launched multiple brands and new indications across the company’s Prescription, Consumer and Aesthetic businesses. Mr. Harrison also served as Galderma’s Vice President and General Manager of the Consumer Business Unit from August 2014 until February 2016, where the first prescription to OTC switch in acne in more than 30 years was secured and successfully launched. Prior to Galderma, Mr. Harrison spent most of his career at Novartis International AG, a global healthcare company based in Switzerland. From June 1987 to February 2014, Mr. Harrison held multiple leadership positions of increasing responsibility at Novartis across the Consumer, Oncology and Pharmaceuticals businesses, most recently as Vice President and Head of Global Advocacy. Mr. Harrison holds a B.A. (Honors) Degree in Geography from Sheffield Hallam University in the United Kingdom and has worked in the United Kingdom, Europe, Middle East and Latin America, in addition to his U.S.-based roles. Our Nominating and Corporate Governance Committee and board of directors believe Mr. Harrison’s experience in dermatology and his strategic leadership skills as an executive in the pharmaceutical and consumer healthcare industry qualify him to serve on our board of directors.

				Tiffany P. Olson She has served as a member of our board of directors since May 2021. From July 2013 to October 2021, Ms. Olson served as President of Nuclear & Precision Health Solutions at Cardinal Health, Inc., a multinational health care services company. From 2011 to 2013, Ms. Olson served as President of NaviMed, a consulting firm focused exclusively on the healthcare industry. From 2009 to 2011, Ms. Olson served led Diagnostics at Eli Lilly and Company. From 2005 to 2008, Ms. Olson served as the CEO and President of Roche Diagnostics Corporation, where from 1997 to 2005 she held various roles of increasing responsibility. Ms. Olson currently serves on the boards of Langham Logistics, a privately held freight management company, The Education and Research Foundation for Nuclear Medicine and Molecular Imaging, and Telix Pharmaceuticals, a publicly traded biopharmaceutical company on the Australian Securities Exchange. Ms. Olson holds an MBA from the University of St. Thomas, St. Paul, Minnesota, and a Bachelor of Science, Business degree from the University of Minnesota. Our Nominating and Corporate Governance Committee and board of directors believe that Ms. Olson’s extensive experience in life science and her strategic leadership skills as an executive in the pharmaceutical, diagnostics and health services industry qualify her to serve on our board of directors.

LOGO

The Board of Directors Recommends

a Vote “FOR” Each Named Nominee.

CASTLE BIOSCIENCES | 2023 Proxy Statement

Proposal 1 Election of Directors

Class II Directors Continuing in Office Until Castle’s 2024 Annual Meeting of Stockholders


				Mara G. Aspinall She has served as a member of our board of directors since February 2015. Ms. Aspinall has served as Managing Director of BlueStone Venture Partners, a life science-focused venture capital firm investing in diagnostics, devices and digital health companies, since December 2017. Since June 2014, Ms. Aspinall has served as the President and CEO of Health Catalysts Group, a consulting firm that focuses on growth of early-stage life science and technology companies. From September 2011 until June 2014, Ms. Aspinall served as the President and CEO of the Ventana Medical Systems and the Global Head of Roche Tissue Diagnostics, a global leader in the development and commercialization of tissue-based cancer diagnostics. Prior to 2011, Ms. Aspinall served as President of Genzyme Pharmaceuticals and Genzyme Genetics. Ms. Aspinall currently serves as a director of OraSure Technologies, Inc., a publicly traded medical device manufacturer; Abcam, a publicly traded life sciences tools company; DA32 Life Science Tech Acquisition Corp., a public special purpose acquisition corporation focused on funding life science technologies; along with other privately held healthcare technology and medical insurance companies. Ms. Aspinall holds a B.A. degree in International Relations from Tufts University and an MBA from Harvard Business School. Ms. Aspinall is also certified in Cybersecurity Oversight from Carnegie Mellon University. Our Nominating and Corporate Governance Committee and board of directors believe that Ms. Aspinall’s operational expertise, international experience, diagnostics industry and cybersecurity knowledge qualify her to serve on our board of directors.

				Daniel M. Bradbury He has served as a member of our board of directors since September 2012, and as chair of our board of directors since September 2014. Since January 2020, Mr. Bradbury has served as Executive Chairman of Equillium, Inc., a publicly traded biotechnology company, that he co-founded and also served as its CEO from June 2018 until December 2019 and President from March 2017 until June 2018. Mr. Bradbury is the founder of, and has served as the managing member of, BioBrit, LLC, a life sciences consulting and investment firm, since September 2012. Mr. Bradbury served as President, CEO and a director of Amylin Pharmaceuticals, Inc. from March 2007 until Amylin’s acquisition by Bristol-Myers Squibb Company in August 2012. Prior to Amylin, Mr. Bradbury worked in marketing and sales for ten years at SmithKline Beecham Pharmaceuticals. Mr. Bradbury serves on the board of privately held companies and two publicly traded companies, Equillium, Inc. and Intercept Pharmaceuticals, Inc., each a biopharmaceutical company. He previously served on the board of directors of the following publicly traded companies: Corcept Therapeutics, Inc., a pharmaceutical company, from 2012 to 2019; Biocon Limited, a biotechnology company, from 2013 to 2022 and Geron Corporation, a biotechnology company, from 2012 to 2019; and Illumina, Inc., a biotechnology company, from 2004 to 2017. Mr. Bradbury holds a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom. Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Bradbury’s extensive experience as a life sciences executive and his other executive and boards of directors experience qualify him to serve on our board of directors.

2023 Proxy Statement

LOGO

Proposal 1 Election of Directors

Class III Directors Continuing in Office Until Castle’s 2025 Annual Meeting of Stockholders


				Kimberlee S. Caple She has served as a member of our board of directors since July 2021. She is currently President, Genetic Analysis Division at Thermo Fisher Scientific Inc. From mid-2020 through January 2022, Ms. Caple was the Vice President and General Manager of the Genetics Sciences Business (“GSB”), a part of the Genetic Sciences Division within Thermo Fisher Scientific. From 2017 through mid-2020, Ms. Caple was the Vice President and General Manager for the Capillary Electrophoresis Business Unit, a part of the GSB. The GSB is made up of three business units which develop, manufacture and commercializes genetic analysis tools and solutions that serve the healthcare, forensic, research and pharmaceutical/biotechnology markets globally. Ms. Caple has a B.S. degree in Biology from Purdue University. Our Nominating and Corporate Governance Committee and board of directors believe that Ms. Caple’s extensive experience and strategic leadership skills as a life science and clinical diagnostic executive qualify her to serve on our board of directors.

				G. Bradley Cole He has served as a member of our board of directors since December 2018. From November 2019 until April 2020, Mr. Cole served as General Manager, Precision Oncology, a unit of Exact Sciences Corporation, a molecular diagnostics company, following Exact Science Corporation’s acquisition of Genomic Health, Inc., a global provider of genomic-based diagnostic tests. From June 2004 to November 2019, Mr. Cole served as Chief Financial Officer of Genomic Health, where he also served as Chief Operating Officer from January 2009 until March 2018. Mr. Cole previously held Chief Financial Officer positions at multiple publicly traded companies, including Applied Biosystems, Inc. Mr. Cole holds a B.S. degree in Accounting from Biola University and an MBA from San Jose State University. Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Cole’s extensive experience in finance and operations as a public company executive and knowledge of the diagnostics industry qualify him to serve on our board of directors.

CASTLE BIOSCIENCES | 2023 Proxy Statement

Proposal 1 Election of Directors

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Derek J. Maetzold

He founded Castle Biosciences in September 2007 and has served as our President, CEO and as a member of our board of directors since inception. Previously, Mr. Maetzold held leadership roles at Encysive Pharmaceuticals, Schering-Plough Corporation (now Merck), Integrated Communications, Amylin Pharmaceuticals and Sandoz Pharmaceuticals (now a division of Novartis). Mr. Maetzold currently serves as a director of PreludeDx^™, a privately held molecular diagnostics and precision medicine company focused on early-stage breast cancer, and IMPACT Melanoma, a non-profit organization dedicated to skin cancer prevention and early detection. He has contributed to the discovery, development and commercialization of five diagnostic and prognostic tests in cancers, has co-authored multiple scientific publications and is a co-inventor of a number of technologies at Castle Biosciences and Encysive Pharmaceuticals. Mr. Maetzold holds a B.S. degree in Biology from George Mason University and completed additional coursework at the University of Calgary Health Sciences Center and the MBA program at the University of California, Riverside.

Our Nominating and Corporate Governance Committee and board of directors believe that Mr. Maetzold’s experience as our founder, director and as our President and CEO, as well as his expertise in the development and commercialization of diagnostic tests, qualify him to serve on our board of directors.

2023 Proxy Statement

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Information Regarding the Board of Directors and Corporate Governance

COMPOSITION OF THE BOARD OF DIRECTORS

Castle’s board of directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the board of directors, including newly created directorships, may be filled only by persons elected by a majority of directors then in office. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class until the director’s successor is duly elected and qualified.

The board of directors currently has eight members. There are three directors in the class whose term of office expires in 2023 and have been nominated for reelection at the Annual Meeting: Ellen Goldberg, Miles D. Harrison and Tiffany P. Olson. Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each of the nominees listed below is currently a director of the Company. If elected at the Annual Meeting, each of these nominees would serve until the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal.

Directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “FOR” the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Castle. Each person nominated for election has agreed to serve if elected. The following table sets forth information with respect to the three Class I director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, as of April 12, 2023:


Name	Independent	Committees	Age	Director Since

Class I Directors¹

Ellen Goldberg	Yes	• Compensation Committee • Nominating and Corporate Governance Committee	49	2021

Miles D. Harrison	Yes	• Compensation Committee (Chair) • Nominating and Corporate Governance Committee	58	2020

Tiffany P. Olson	Yes	• Audit Committee • Compensation Committee	63	2021

Class II Directors²

Mara G. Aspinall	Yes	• Audit Committee • Nominating and Corporate Governance Committee (Chair)	60	2015

Daniel M. Bradbury (Chair)	Yes	• None	61	2012

Class III Directors³

Kimberlee S. Caple	Yes	• Audit Committee • Nominating and Corporate Governance Committee	61	2021

G. Bradley Cole	Yes	• Audit Committee (Chair) • Compensation Committee	67	2018

Derek J. Maetzold	No	• None	61	2007

(1)	Nominees for Election at the Annual Meeting

(2)	Continuing in Office until the 2024 Annual Meeting of Stockholders

(3)	Continuing in Office until the 2025 Annual Meeting of Stockholders

CASTLE BIOSCIENCES | 2023 Proxy Statement

Information Regarding the Board of Directors and Corporate Governance

EXPERIENCE AND ATTRIBUTES OF THE BOARD OF DIRECTORS

Our directors have a broad set of skills and experience that we believe facilitates strong oversight and provides strategic direction to our business.

Board Qualifications & Attributes Matrix (as of April 12, 2023)

Class I Directors

Class II Directors

Class III Directors

Ellen
Goldberg

Miles D.
Harrison

Tiffany P.
Olson

Mara G.
Aspinall

Daniel M.
Bradbury,
Chair

Kimberlee
S. Caple

G. Bradley
Cole

Derek J.
Maetzold

Dermatology Specific Experience

●

Commercial Execution Experience

●

Life Science Industry Experience

●

Financial Analysis & Control Experience

●

Digital Health

●

Health System (HE) Experience

●

R&D Scientific Leadership

●

Regulatory/Lab Services Reimbursement

●

Diverse Board Member (Gender or Ethnic/Racial)

●

Cybersecurity

●

DIRECTOR TIME COMMITMENT

Our Board seeks candidates who it believes will be able to devote sufficient time and attention to serve as a director, taking into account each candidate’s principal occupation, service on other boards of directors, and, for incumbent directors who are being considered for reelection, attendance and performance at Castle’s Board and committee meetings.

Over the past year, our Nominating and Corporate Governance Committee had robust discussions on the topic of director time commitments and reviewed the policies of peers and other public companies, as well as various institutional policies. Further, as part of our stockholder outreach in 2022, we discussed this topic with many of our investors. Based on this information, and taking into consideration stockholder feedback, our Board adopted a Director Time Commitment Policy, as outlined below.

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A director (who is not also a Section 16 officer of a public company, including Castle) may serve on a total of four (4) public company boards, in addition to our Board, unless approved in advance by the Board.

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A director (who also serves as a Section 16 officer an officer of a public company, including Castle) may serve on a total of two (2) public company boards, in addition to our Board, unless approved in advance by our Board.

Our policy requires non-employee directors to notify the Nominating and Corporate Governance Committee if they:

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retire from their principal occupation;

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change the position they held when they became a member of the Board; or

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join the board of directors of a private or public company.

All of our directors are in compliance with this policy as of March 31, 2023.

CRITERIA FOR BOARD MEMBERSHIP

The Nominating and Corporate Governance Committee assesses many characteristics and diversity considerations when reviewing director candidates. One of our top priorities is ensuring that the diversity and skill set of our current and future Board members supports our current and long-term plans.

The factors considered by the Nominating and Corporate Governance Committee include whether the directors, both individually and collectively, can and do provide the integrity, experience, judgment, commitment (including having sufficient time to Castle), skills, diversity and expertise appropriate for Castle.

2023 Proxy Statement

LOGO

Information Regarding the Board of Directors and Corporate Governance

We believe that the backgrounds and qualifications of our directors, considered as a group, should consist of a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities and should represent an appropriate balance between institutional knowledge and fresh perspectives.

BOARD STRUCTURE

The Board believes there is no single approach to corporate governance that is appropriate for all companies, and the key consideration in determining whether to implement a particular governance practice is whether that practice promotes the interests of stockholders, taking into account a company’s specific circumstances. The Board has reviewed the rationale for its current classified structure and continues to believe that a classified board is the appropriate board structure for Castle at this time and is in the best interest of our stockholders for the reasons set forth below:

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Long-Term Focus. The Board believes that a classified board encourages directors to look to the long-term best interest of Castle and our stockholders by strengthening the independence of non-employee directors against the often short-term focus of certain stockholders and special interests.

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Continuity of Board Leadership. A classified board allows for a greater amount of stability and continuity, providing institutional perspective and knowledge both to management and other directors in a time of rapid growth. In addition, the development and commercialization of diagnostics is complex and requires significant expertise. By its very nature, a classified board ensures that at any given time there will be experienced directors serving on our Board who are fully immersed in and knowledgeable about our highly technical business, including our relationships with our current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in the industry. Each year the Nominating and Corporate Governance Committee reviews the qualifications and performance of the directors prior to nominating them for re-election. We believe the benefit of a classified board to the Company and our stockholders comes not from continuity alone—but rather from the continuity of highly qualified, engaged and knowledgeable directors focused on long-term stockholder interests.

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Unsolicited Takeover Protection. A classified board can reduce vulnerability to potential abusive takeover tactics by encouraging persons seeking control of the Company to negotiate with the Board, thereby strengthening the Board’s ability to negotiate effectively on behalf of all stockholders. Because less than a majority of directors stand for election at each annual meeting under a classified board structure, a hostile bidder could not simply replace a majority of the Board at a single annual meeting with directors aligned with the hostile bidder’s own interests. Rather, in the interests of fairness to stockholders as a whole, having a classified board encourages the hostile bidder to negotiate directly with the Board on a potential transaction.

In summary, we believe the Company has benefited from the independence and continuity of experienced leadership provided by our Board under its classified structure. We will continue to assess our Board’s structure, consider stockholder feedback and make changes when appropriate.

BOARD DIVERSITY

Our Board considers diversity, including gender and ethnic diversity, as adding to the overall mix of perspectives of our board of directors as a whole. With the assistance of the Nominating and Corporate Governance Committee, our board of directors regularly reviews trends in board composition, including on director diversity. The following Board Diversity Matrix presents our board of directors’ diversity statistics in accordance with Nasdaq Global Market (“Nasdaq”) Listing Rule 5606, as self-disclosed by our directors.

Board Diversity Matrix as of April 12, 2023


Total Number of Directors	8
	Female	Male	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	3	1
Part II: Demographic Background
White	4	3	—
Did Not Disclose Demographic Background	1

CASTLE BIOSCIENCES | 2023 Proxy Statement

Information Regarding the Board of Directors and Corporate Governance

Our Nominating and Corporate Governance Committee is responsible for assessing the appropriate balance of integrity, experience, judgment, commitment (including having sufficient time to devote to the Company and level of participation), skills, diversity and expertise required of the Board. In this regard, the Nominating and Corporate Governance Committee identifies and evaluates individuals qualified to serve as Board members, including evaluating incumbent directors for re-election, and recommends to the Board nominees for election as directors. The Nominating and Corporate Governance Committee also oversees an annual Board self-evaluation process.

DIRECTOR INDEPENDENCE

Our common stock is listed on the Nasdaq. Under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of our 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. Under Nasdaq listing rules, a director will only qualify as an “independent director” if the listed company’s board of directors makes an affirmative determination that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Additionally, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered independent for purposes of Rule 10A-3, 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, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the independence of the 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 such director’s background, employment and affiliations, including family relationships, our board of directors determined that Ms. Aspinall, Mr. Bradbury, Ms. Caple, Mr. Cole, Ms. Goldberg, Mr. Harrison and Ms. Olson, representing seven of our eight directors, are each “independent directors” as defined under current rules and regulations of the SEC and the listing standards of the Nasdaq. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that 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 “Transactions with Related Persons and Indemnifications—Certain Related Person Transactions.”

LEADERSHIP STRUCTURE

The chair of our board of directors (the “Chair”) is currently Mr. Bradbury, who has authority, among other things, to call and preside over meetings of the board of directors, to set meeting agendas and to determine materials to be distributed to the board of directors. Accordingly, the Chair has substantial ability to shape the work of the board of directors. We believe that separation of the positions of Chair and CEO reinforces the independence of the board of directors in its oversight of our business and affairs. In addition, we have a separate chair for each committee of our board of directors. The chair of each committee is expected to report annually to our board of directors on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters or specify any shortcomings should that be the case.

MEETINGS OF THE BOARD OF DIRECTORS

The board of directors met 13 times and acted by unanimous written consent six times during 2022. All directors attended at least 75% of the aggregate number of meetings of the board of directors and of the committees on which they served, held during the portion of the last fiscal year for which they were a director or committee member.

It is the Company’s policy to encourage directors and nominees for director to attend our annual meeting of stockholders. All of our directors serving at the time attended the annual meeting of stockholders in 2022, with the exception of Ms. Olson.

ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT

The Audit Committee is primarily responsible for overseeing our risk management processes on behalf of our board of directors. The Audit Committee receives reports from management periodically regarding our assessment of risks. In addition, the Audit Committee reports regularly to our board of directors, which also considers our risk profile. The Audit Committee and our board of directors focus on the most significant risks we face and our general risk management strategies. The Compensation Committee evaluates risks associated with and potential consequences of our compensation policies and practices and assesses

2023 Proxy Statement

LOGO

Information Regarding the Board of Directors and Corporate Governance

whether such risks and consequences as may be mitigated by any other compensation policies and practices, are reasonably likely to have a material adverse effect on the Company. While our board of directors oversees our risk management, management is responsible for day-to-day risk management processes. Our board of directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the Audit Committee and our board of directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our board of directors’ leadership structure, which also emphasizes the independence of our board of directors in its oversight of its business and affairs, supports this approach.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides the membership of each such committee as of the date of this Proxy Statement and the total number of committee meetings held during the fiscal year ended December 31, 2022:


	Audit	Compensation	Nominating and Corporate Governance
Mara G. Aspinall	M		C
Daniel M. Bradbury
Kimberlee S. Caple	M		M
G. Bradley Cole	C	M
Ellen Goldberg		M	M
Miles D. Harrison		C	M
Derek J. Maetzold
Tiffany P. Olson	M	M
Total meetings in 2022	4	6	4

C = Committee Chair

M = Committee Member

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The board of directors has affirmatively determined that each member of each committee satisfies the applicable independence requirements of the U.S. Securities and Exchange Commission (“SEC”) and Nasdaq and is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. Below is a description of each committee of the board of directors.

Audit Committee

Our Audit Committee consists of G. Bradley Cole, Mara G. Aspinall, Kimberlee S. Caple and Tiffany P. Olson. Our board of directors has determined that each member of our Audit Committee satisfies the applicable SEC and Nasdaq independence requirements. The board of directors evaluates the independence of Audit Committee members on an annual basis and has determined that all members of our Audit Committee satisfy the independence criteria set forth in Rule 10A-3(b)(1) promulgated under the Exchange Act and Nasdaq Listing Rule 5605(c)(2)(A)(i) and (ii). Mr. Cole serves as the Chair of our Audit Committee. The Audit Committee met four times during the last fiscal year. The board of directors has adopted a written Audit Committee Charter that is available to stockholders on the Company’s website at www.CastleBiosciences.com on the “Investors” page under “Corporate Governance.” The functions of this committee include, among other things:

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evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

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reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

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monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

CASTLE BIOSCIENCES | 2023 Proxy Statement

SEC Form DEF 14A filed by Castle Biosciences Inc.