SEC Form DEF 14A filed by Standard BioTools Inc.

PROXY STATEMENT PURSUANT TO

SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )

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Filed by a Party other than the Registrant  ☐

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 ☐ 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 Under §240.14a-12

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This proxy statement and the accompanying materials contain forward-looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “could,” “seeks,” “may,” “plan,” “potential,” “predicts,” “projects,” “should,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions and the negatives of those terms are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible future assumed future cash flow, sources of revenue and results of operations, costs of product revenue and product margin, operating and other expenses, business strategies, financing plans, expansions of our business, investments to expand our customer base, plans for our products, competitive position, industry environment, potential growth opportunities, market growth expectations, the effects of competition, cost structure optimization and acceleration of growth. Forward-looking statements are subject to numerous risks and uncertainties that could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could materially affect our future results, performance, or achievements include but not limited to, risks that the anticipated benefits of our merger and acquisition activity or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; risks that we may not realize expected cost savings from our restructuring, including the anticipated decrease in operational expenses, at the levels we expect; possible restructuring and transition-related disruption, including through the loss of customers, suppliers, and employees and adverse impacts on our development activities and results of operation; restructuring activities, including our subleasing plans, customer and employee relations, management distraction, and reduced operating performance; risks that internal and external costs required for ongoing and planned activities may be higher than expected, which may cause us to use cash more quickly than we expect or change or curtail some of our plans, or both; risks that our expectations as to expenses, cash usage, and cash needs may prove not to be correct for other reasons such as changes in plans or actual events being different than our assumptions; changes in our business or external market conditions; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; interruptions or delays in the supply of components or materials for, or manufacturing of, our products; reliance on sales of capital equipment for a significant proportion of revenues in each quarter; seasonal variations in customer operations; unanticipated increases in costs or expenses; continued or sustained budgetary, inflationary, or recessionary pressures; anticipated National Institutes of Health funding pressures; the expected effect from U.S. export controls and tariffs; uncertainties in contractual relationships; reductions in research and development spending or changes in budget priorities by customers; uncertainties relating to our research and development activities, and distribution plans and capabilities; potential product performance and quality issues; risks associated with international operations; intellectual property risks; and competition. In addition, investors in Standard BioTools should review the more detailed discussions of additional risks and uncertainties and other information affecting our business described under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2025 and in our subsequent Quarterly Reports on Form 10-Q.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

This proxy statement, along with the accompanying Notice of 2025 Annual Meeting of Stockholders, contains information about the Annual Meeting, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 8:30 a.m., Pacific Time, on Wednesday, June 18, 2025. The Annual Meeting will be conducted solely via live audio webcast on the Internet. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LAB2025. You will not be able to attend the Annual Meeting in person.

This proxy statement relates to the solicitation of proxies by our board of directors for use at the Annual Meeting.

On or about May 5, 2025, we intend to begin mailing this proxy statement, the Notice of 2025 Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at our Annual Meeting. Although not part of this proxy statement, we are also sending, along with this proxy statement, our 2024 Annual Report, which includes our financial statements for the fiscal year ended December 31, 2024.

This proxy statement, the Notice of 2025 Annual Meeting of Stockholders, our form of proxy card and our 2024 Annual Report are available for viewing, printing, and downloading at www.proxyvote.com. To view these materials please have your control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2024, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or in the “Latest Reports” section of the “Investors” section of our website at https://investors.StandardBio.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Standard BioTools Inc., Attn: Investor Relations, 2 Tower Place, Suite 2000, South San Francisco, California 94080. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Our Annual Meeting will be conducted online only, via live webcast. We intend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/LAB2025.

 

In this proxy statement: the terms “we,” “our,” “Standard BioTools,” and the “Company” each refer to Standard BioTools Inc.; and the term “Board” means our board of directors. This proxy statement and the accompanying proxy card are furnished in connection with the solicitation by our Board of proxies to be voted at our 2025 annual meeting of stockholders, which will take place virtually on Wednesday, June 18, 2025 at 8:30 a.m., Pacific Time, on the Internet at www.virtualshareholdermeeting.com/LAB2025, and any postponements or adjournments thereof (the “Annual Meeting”).

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on or accessible through our website is not intended to be incorporated by reference into this proxy statement and references to our website in this proxy statement are intended to be inactive textual references only.

Our Board is soliciting your proxy to vote at the Annual Meeting and any postponements or adjournments thereof. This proxy statement, along with the accompanying Notice of 2025 Annual Meeting of Stockholders, summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting. Proxies will be solicited on behalf of the Board by the Company’s directors and executive officers.

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of our directors and most highly paid executive officers, our corporate governance policies, information on our Board, and certain other required information.

The items of business scheduled to be voted on at the Annual Meeting are as follows:

Company Proposals

We will also transact any other business that properly comes before the Annual Meeting.

Our Board recommends that you vote your shares:

A proxy is your legal designation of another person to vote the stock you own, in the event that you are unable to cast your vote directly at the meeting. The person you designate is your “proxy,” and you give the proxy authority to vote your shares at the meeting—according to your instructions—by submitting your voting instructions online, by telephone, or via a physical proxy card. We have designated our President and Chief Executive Officer (“CEO”), Michael Egholm, Ph.D., and our Chief Financial Officer, Alex Kim, to serve as proxies for the Annual Meeting.

Each share of our common stock issued and outstanding as of the close of business on April 25, 2025, the record date (the “Record Date”) for our Annual Meeting, is entitled to vote on all items being considered at the Annual Meeting. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares you own through an account with a broker, bank, trustee, or other intermediary, sometimes referred to as owning in “street name.” As of the close of business on the Record Date, we had 379,822,268 shares of common stock outstanding and entitled to vote. Our common stock is our only class of voting stock outstanding.

For all matters described in this proxy statement for which your vote is being solicited, each holder of shares of common stock is entitled to one vote for each share of common stock held by such holder as of the Record Date.

Many stockholders beneficially own shares held in “street name” by a broker, bank, trustee, or other nominee rather than holding the shares directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Contact our transfer agent by writing Computershare Trust Company, N.A., 150 Royall St., Suite 101, Canton, MA 02021. You may also contact our transfer agent by calling (877) 373-6374 or via its Investor Center at https://www-us.computershare.com/Investor/Contact.

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively online via live webcast. You are entitled to attend and participate in the Annual Meeting only if you were a stockholder as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting.

If you are not a stockholder of record but beneficially own shares held in street name, you should contact your broker, bank, trustee, or nominee to obtain a legal proxy or broker’s proxy card in order to vote.

If you do not comply with the procedures outlined above, you may not be admitted to the virtual Annual Meeting.

Please let us know if you plan to attend the meeting by indicating your plans when prompted if you vote online or by telephone, or by marking the appropriate box on your proxy card if you vote by mail.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/LAB2025. You also will be able to vote your shares by attending the Annual Meeting online. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials. Stockholders who wish to submit a question to us prior to the Annual Meeting may do so at www.proxyvote.com before 8:59 p.m. Pacific Time on Tuesday, June 17, 2025. Stockholders will need the 16-digit control number to submit a question. The online meeting will begin promptly at 8:30 a.m. Pacific Time on Wednesday, June 18, 2025. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Pacific Time, and you should allow sufficient time for the check-in procedures.

If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), we will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/LAB2025. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website.

We have held virtual meetings in the past and we may continue to host our annual meetings virtually in the future. We intend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting. Our virtual meeting format helps us engage with all stockholders, saves our and our stockholders’ time and money, and reduces our environmental impact.

If you are a stockholder of record as of the Record Date, you may:

Submitting your proxy, whether by telephone, through the Internet, or by mail, will not affect your right to vote should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described below) and will have no effect on the approval of the proposals.

You may receive more than one proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How can I vote my shares?” for each account to ensure that all of your shares are voted.

Yes. If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/LAB2025, type your question into the “Ask a Question” field, and click “Submit.” If your question is properly submitted during the relevant portion of the meeting agenda, we will respond to your question during the live webcast, subject to time constraints. Our rules of conduct and procedure for the meeting generally provide that: We limit each stockholder to one question so that we can answer questions from as many stockholders as possible. Questions should be succinct and cover only one topic per question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized, and answered together to avoid repetition. In addition, questions may be edited for brevity and grammatical

If you are a stockholder of record on the Record Date, you may vote by following the telephone or Internet voting instructions on your Notice. If you are a beneficial owner of shares, your broker, bank, trustee, or other nominee may make telephone or Internet voting available to you. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank, trustee, or other nominee. Therefore, we recommend that you follow the voting instructions in the materials you receive from your broker, bank, trustee, or other nominee and instruct your broker, bank, trustee, or other nominee to vote your shares using the enclosed proxy card.

If you are a stockholder of record, complete, sign and date the enclosed proxy card and return it in the return envelope provided (which is postage prepaid if mailed in the United States). If the prepaid envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card as proxy holders—Michael Egholm, Ph.D. and Alex Kim—will vote the shares represented by your proxy card as recommended by our Board and in their discretion on any other matters as may properly come before the Annual Meeting.

If you are a beneficial owner of shares and you received a printed copy of the proxy materials from your broker, bank, trustee, or other nominee, we recommend that you follow the voting instructions in the materials you receive from your broker, bank, trustee, or other nominee and instruct your broker, bank, trustee, or other nominee to vote your shares using the enclosed proxy card.

You may attend the Annual Meeting even if you have already voted by proxy.

You may change your vote at any time prior to the taking of the vote at the Annual Meeting. If you are the stockholder of record, you may change your vote by (i) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method), (ii) providing a written notice of revocation to our Corporate Secretary at Standard BioTools Inc., 2 Tower Place, Suite 2000, South San Francisco, California 94080, Attn: Corporate Secretary, prior to your shares being voted, or (iii) attending the Annual Meeting and voting at the meeting. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held in street name, you may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting at the meeting.

The names of stockholders of record entitled to vote at the Annual Meeting will be available for examination on the Internet through the virtual web conference during the Annual Meeting and from our Corporate Secretary for ten (10) days prior to the meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m., at our corporate headquarters at 2 Tower Place, Suite 2000, South San Francisco, California 94080.

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

As of the Record Date, there were 379,822,268 shares of our common stock outstanding and entitled to vote. Each holder of our common stock is entitled to one vote for each share of common stock held as of the Record Date. A quorum will be present at the Annual Meeting if the holders of a majority of the shares of our capital stock issued and outstanding and entitled to vote as of the Record Date are present at the Annual Meeting or represented by proxy. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a broker, bank, trustee, or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the Chairperson of the meeting or the holders of a majority of the stock issued and outstanding present at the Annual Meeting may adjourn the meeting to another date.

If you are a beneficial owner, your broker, bank, trustee, or other nominee is typically permitted to vote your shares on the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2025, even if the broker, bank, trustee, or other nominee does not receive voting instructions from you. Without instructions from you, your broker, bank, trustee, or other nominee does not have discretionary authority to vote on the election of the Class III

Our executive officers and directors have an interest in the approval of the amendment to our 2011 Plan by our stockholders because they would be eligible to receive awards under such plan. None of our executive officers or directors has any substantial interest in any other matter to be acted upon, other than our directors, with respect to the election to office of the directors so nominated.

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders will have the discretion to vote on such other matters as may properly come before the meeting or any adjournments or postponements thereof, including, without limitation, procedural and other matters related to conduct of the meeting (such as an adjournment to later time and place) and the election of a substitute or alternate nominee if any nominee named herein is unwilling or unable to, or for good cause will not, serve.

A representative of American Election Services will tabulate the votes.

We will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made at the Annual Meeting, by telephone, or by electronic communication by our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities. We may also reimburse brokerage firms, banks, trustees, and other nominees for the cost of forwarding proxy materials to beneficial owners. We have hired Alliance Advisors to act as our proxy solicitor in connection with the proposals to be acted upon at the Annual Meeting. We expect to pay Alliance Advisors a fee that is not expected to exceed $22,000 plus approved reimbursement of reasonable out-of-pocket expenses, and Alliance Advisors partners will, among other things, provide advice regarding proxy solicitation issues and solicit proxies from our stockholders on our behalf in connection with the Annual Meeting. Proxy solicitations will be made primarily through the mail, but may be supplemented by telephone, facsimile, Internet, or personal solicitation by Alliance Advisors.

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K (a “Form 8-K”) filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish preliminary results and, within four business days after final results are known, file an additional Form 8-K to publish the final results.

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of the proxy materials unless one or more of these stockholders notifies us that they wish to receive individual copies. Stockholders who participate in householding will continue to be able to request and receive separate proxy materials. This procedure will reduce our printing costs and postage fees.

If you are eligible for householding but you and other stockholders of record with whom you share an address received multiple copies of the proxy materials, or if you hold stock in more than one account, and, in either case, you wish to receive only a single copy of the proxy materials for your household, please contact our mailing agent, Broadridge, either by calling (800) 579-1639, via the Internet at http://www.proxyvote.com, or via email at [email protected].

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail. You can choose this option and save us the cost of producing and mailing these documents by contacting Broadridge, either by calling (800) 579-1639, via the Internet at http://www.proxyvote.com, or via email at [email protected].

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our next annual meeting of stockholders (the “2026 Annual Meeting”), our Corporate Secretary must receive the written proposal at our principal executive offices not later than January 5, 2026, the date that is 120 calendar days before the date that is one year after the date of our proxy statement released to stockholders in connection with the Annual Meeting; provided, however, that in the event that we hold our 2026 Annual Meeting more than 30 days before or after the one-year anniversary date of the Annual Meeting, we will disclose the new deadline by which stockholder proposals must be received under Item 5 of our earliest possible Quarterly Report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Standard BioTools Inc.

Attn: Corporate Secretary

2 Tower Place, Suite 2000

South San Francisco, California 94080

Our amended and restated bylaws (our “bylaws”) also establish an advance notice procedure for stockholders who wish to present a proposal, including director nominations, before an annual meeting of stockholders, but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in the Company’s proxy materials with respect to such meeting, (ii) otherwise properly brought before the meeting by or at the direction of our Board, or (iii) properly brought before the meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely under our bylaws for our 2026 Annual Meeting, our Corporate Secretary must receive the written notice at our principal executive offices not earlier than the date that is 75 days before (February 19, 2026), or later than the date is that is 45 days before (March 21, 2026), the one-year anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the Annual Meeting.

Our Board has adopted a set of principles that establish the corporate governance policies pursuant to which the Board intends to conduct its oversight of our business in accordance with its fiduciary responsibilities. Among other things, these corporate governance principles address the establishment and operation of Board committees, the role of our Chairperson, and matters relating to director independence and performance assessments. Our corporate governance principles can be found on our website at https://investors.StandardBio.com by clicking on Governance — Governance Overview.

As identified in our corporate governance principles, the role of our Board is to oversee the performance of our CEO and other senior management. Our Board is responsible for hiring, overseeing, and evaluating management, while management is responsible for running our day-to-day operations.

Our Board currently has seven members and is divided into three staggered classes of directors. The Board is nominating two nominees for election as Class III Directors.

The following table sets forth the names, ages as of April 15, 2025, and certain other information for each of our current directors:

Michael Egholm, Ph.D. has served as our President and CEO, and a member of our Board, since April 2022. Dr. Egholm has more than 25 years of proven leadership in developing and commercializing innovative technologies. Prior to joining the Company, he was Chief Executive Officer of Standard BioTools, LLC from October 2021 until April 2022. Prior to that, Dr. Egholm served as Chief Technology Officer of Danaher Life Sciences (“Danaher”) from 2017 to September 2021, where he also founded and led Danaher’s

During fiscal year 2024, our Board held 12 meetings (including regularly scheduled and special meetings), and the various standing committees of our Board held a total of 20 meetings. All of our directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served during the past fiscal year, in each case during the period that they served as a director, except for Eli Casdin who attended 19 of the 27 meetings of the Board and of the committees on which he served during the past fiscal year.

Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage all directors to attend.

Our corporate governance principles provide that the Board will fill the Chairperson and CEO positions based upon the Board’s view of what is in our best interests at any point in time. Although our current Chairperson is a non-employee director, the Board has not adopted any policy requiring separation of the Chairperson and CEO positions or requiring allocation of the Chairperson position to a non-employee director.

Thomas Carey, an independent director with substantial public board and Chairperson experience, as well as extensive executive leadership experience, currently serves as our Chairperson. Mr. Carey previously served as a member of the board of directors of Exact Sciences Corporation’s (Nasdaq: EXAS), a publicly traded cancer diagnostics company, a member of the board of directors of SomaLogic (which previously traded under Nasdaq: SLGC) and as Chairperson of the board of directors of Vital Biosciences, Inc., a venture capital backed point-of-care diagnostics company. Our Board believes that Mr. Carey’s qualifications to serve as Chairperson include his more than twenty years of broad life sciences industry expertise and his background in finance.

Separating the positions of Chairperson and CEO allows our CEO to focus on our day-to-day business, while allowing our Chairperson to lead our Board in its fundamental role providing independent advice to and oversight of management. The Board believes that having an independent director serve as Chairperson is the appropriate leadership structure for Standard BioTools at this time and demonstrates our commitment to good corporate governance.

As a company listed on The Nasdaq Global Select Market, we are required by the applicable listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”) to maintain a board of directors comprising a majority of “independent directors,” as determined affirmatively by our Board. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of our Audit, Human Capital, and Nominating and Corporate Governance Committees be independent. In April, 2025, our Board undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that more than a majority of our current directors are “independent directors” as defined under applicable Nasdaq rules, including Eli Casdin, Thomas Carey, Troy Cox, Kathy Hibbs, Frank Witney, Ph.D., and Fenel M. Eloi. Michael Egholm, Ph.D. is the only current director who is not considered an independent director because of his positions as our President and CEO. Our Board was composed of a majority of independent directors at all times during 2024 and continues to be so comprised. There are no family relationships among any of our directors and officers nor were there any such relationships during 2024.

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

In order to promote open discussion among independent directors, our Board has a policy of conducting executive sessions of independent directors during each regularly scheduled board meeting and at such other times as requested by an independent director. These executive sessions are chaired by our independent Chairperson. Dr. Egholm does not participate in such sessions.

While our management team is responsible for the day-to-day management of the risks Standard BioTools faces, our Board has the responsibility to oversee management’s processes for identifying, monitoring, and addressing enterprise risks, evaluate and discuss with management its assessments of matters relating to enterprise risks, and oversee and monitor management’s plans to address such risks. The Board takes an enterprise-wide approach to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and to enhance stockholder value. In order to understand the most significant risks faced by the Company and the steps being taken to manage those risks, Standard BioTools conducts annual enterprise risk management assessments, facilitated by the Company’s executive leadership team in collaboration with the internal audit function, which are presented by management annually at a Board meeting. The Company’s information technology team conducts cybersecurity assessments, which are presented at each quarterly Audit Committee meeting. The Company is working toward enhancing its compliance policies, procedures, and practices to continuously improve the Company’s approach to risk management. The Board’s review of our business is an integral aspect of its assessment of management’s tolerance for risk and its determination as to the appropriate level of risk for our Company.

Although the Board has determined that enterprise risk management should be the responsibility of the Board as a whole, it has delegated responsibility to oversee specific areas of risk management to its committees. Our Audit Committee focuses on financial risks, including risks related to the Company’s investment policy and practices, as well as overseeing and reviewing the Company’s cybersecurity, data privacy, and other information technology risks, controls, and procedures, including the Company’s plans to mitigate cybersecurity risks and respond to data breaches. The Audit Committee also monitors the Company’s compliance with laws, regulations, and related Company policies, including our whistleblower policy, anticorruption compliance policy, related person transactions policy, and Code of Ethics and Conduct. Our Nominating and Corporate Governance Committee additionally assists the Board in fulfilling its oversight responsibilities with respect to the management of risk associated with corporate governance and board organization, membership, and structure. Our Human Capital Committee considers risks related to the attraction and retention of talent and risks related to the design of compensation programs and arrangements.

At periodic meetings of the Board and its committees and in other meetings and discussions, management reports to, and seeks guidance from, the Board and its committees with respect to the most significant risks that could affect our business, such as legal, financial, tax, audit, and cybersecurity-related risks. In addition, among other matters, management provides periodic reports on our compliance programs and efforts to our Audit Committee and reports with respect to governance to the Nominating and Corporate Governance Committee.

Our Board has three standing committees: an Audit Committee, a Human Capital Committee (previously referred to as the Compensation Committee), and a Nominating and Corporate Governance Committee. Each committee operates under a written charter approved by our Board that satisfies the applicable standards of the SEC and Nasdaq. The committee charters are available on our website at https://investors.StandardBio.com by clicking on “Governance — Governance Overview.”

Audit Committee. Our Audit Committee met six times during the fiscal year ended December 31, 2024. Our Audit Committee is currently chaired by Mr. Eloi. The current committee members are Mr. Eloi, Mr. Cox, Ms. Hibbs, and Dr. Witney. Our Board has determined that each member of the Audit Committee is independent and financially literate under the current rules and regulations of the SEC and Nasdaq and that Mr. Eloi qualifies as an “audit committee financial expert” within the meaning of the rules and regulations of the SEC.

None of the members of our Human Capital Committee during our last fiscal year (which included Dr. Witney, Mr. Casdin, Mr. Cox, and Dr. Madaus) was an officer or employee of our Company. During our last fiscal year, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Human Capital Committee.

Our Nominating and Corporate Governance Committee has established policies and procedures relating to the consideration of any individual recommended as a prospective director nominee from stockholders. Please see the section entitled “Process for Recommending Candidates to the Board of Directors” below for details. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the Committee from other sources.

The Nominating and Corporate Governance Committee is responsible for determining the criteria for membership to our Board and recommending candidates for election to the Board. In its evaluation of director candidates, including the members of the Board eligible for reelection, our Nominating and Corporate Governance Committee considers the following:

Any nominee for a position on the Board must satisfy the following minimum qualifications:

If our Nominating and Corporate Governance Committee determines that an additional or replacement director is required, the Nominating and Corporate Governance Committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the Nominating and Corporate Governance Committee, Board, or management. We have from time to time retained a third-party search firm to assist with the identification and evaluation of qualified candidates to serve on the Board.

It is the policy of our Nominating and Corporate Governance Committee to consider recommendations for candidates to the Board from stockholders holding not less than one percent (1%) of the outstanding shares of our common stock continuously for at least twelve months prior to the date of submission of the recommendation. Stockholder recommendations for candidates to the Board must be directed in writing to Standard BioTools Inc., 2 Tower Place, Suite 2000, South San Francisco, California 94080, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and Standard BioTools, and evidence of the recommending stockholder’s ownership of our stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership, including issues of character, integrity, judgment, diversity of background and experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments, and the like, and personal references. For details regarding the process to nominate a director directly for election to the Board at an annual meeting of the stockholders, please see item 29 of the General Information section entitled “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? — Nomination of Director Candidates.”

Our Board is committed to good board governance. In addition to the above, our Board, led by the Nominating and Corporate Governance Committee, has adopted a number of other governance principles applicable to our Board, including a principle of limited tenure for directors. Our Board believes that directors should not have “unlimited tenure” and, in general, a Board tenure of nine to 10 years is encouraged for directors. Prior to each annual meeting of stockholders, including the Annual Meeting, the Nominating and Corporate Governance Committee considers whether each director eligible for reelection should stand for reelection based on tenure, among other factors.

Our Board has also adopted principles relating to “overboarding.” Prior to accepting a position to serve on any board of directors or other governing body of a for-profit corporation, for-profit organization, or other for-profit entity, our directors must notify relevant individuals, including the Chairperson of the Board and the Chairperson of the Nominating and Corporate Governance Committee. Unless an exception is specifically approved, directors may not accept additional board commitments that would cause them to be considered “overboarded” by the standards of Institutional Shareowner Services or Glass Lewis, and in no event should our non-employee directors sit on more than four (4) public-company boards.

We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by all Company personnel, including by our directors, officers, employees, and consultants, as well as certain related persons to such individuals. The Insider Trading Policy prohibits, among other things, insider trading and certain speculative transactions in our securities and other companies’ securities (including short sales, transacting in put and call options and other hedging or derivative transactions in our securities) and establishes a regular blackout period schedule during which directors, executive officers, employees and other covered persons may not trade in the Company’s securities, as well as certain pre-clearance procedures that directors and certain officers, employees and other covered persons must observe prior to effecting any transaction in our securities. Our Insider Trading Policy also prohibits tipping and establishes guidelines for the prevention of insider trading by others. We believe the Insider Trading Policy is reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, as well as the exchange listing standards applicable to us. The foregoing description of our Insider Trading Policy is qualified in its entirety by reference to the full text of the Insider Trading Policy, filed as Exhibit 19.1 to our 2024 Annual Report, filed with the SEC on March 10, 2025.

We believe that understanding the perspective of our stockholders is a key component of good corporate governance and we are committed to an active and robust stockholder engagement program. The goals of our stockholder engagement program are to:

We engage with stockholders year-round, involving our investor relations team, senior management, and our Chairperson or Board committee Chairs as appropriate and/or requested. This includes participating in investor conferences, industry, and formal events, in person one-on-one meetings, and conference calls throughout the year.

We have a practice of regularly engaging with our stockholders to seek their feedback, as further described in the section entitled “Stockholder Engagement” above. Stockholders who wish to communicate with our Board or with an individual member of our Board are welcome to do so either (i) in writing, addressed to: Standard BioTools Inc., 2 Tower Place, Suite 2000, South San Francisco, California 94080, Attn: Corporate Secretary, or (ii) by going online to https://investors.StandardBio.com and clicking on “Governance — Contact the Board.” Communications are distributed to our Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication.

Our mission is to improve life through comprehensive health insight. Our cutting-edge biotechnology tools empower researchers to deepen human understanding of health and disease and accelerate the development of therapies to increase the quality of all life. Consistent with this mission, we strive to conduct our business in a manner that demonstrates our respect for the environment in which we live and operate and our concern for the health and safety of the personnel throughout our organization and supply chain.

We have previously adopted the following:

These policies and statements can be found on our website at https://investors.StandardBio.com/social-responsibility.

In April 2023, we published an update to our Environmental, Social, and Governance (“ESG”) Report, which was prepared to highlight information regarding our ESG programs. The development of our environmental, health, safety, and social responsibility programs is ongoing.

The names of our executive officers, their ages, their positions with Standard BioTools, and other biographical information as of April 15, 2025 are set forth below. There are no family relationships among any of our directors or executive officers.

Michael Egholm, Ph.D. Please see the biographical information provided above in the section entitled “Role and Composition of the Board.”

Alex Kim joined the Company as Chief Operating Officer on April 4, 2022 and has served as Chief Financial Officer since November 11, 2024, after previously serving as Interim Chief Financial Officer since September 1, 2024. Prior to joining the Company, Mr. Kim served as Chief Business Officer of Standard BioTools, LLC since October 2021. Previously, he served in various roles at Milliken & Company (“Milliken”) from October 2015 to May 2021, including Executive Vice President and President of the Healthcare Division of Milliken from June 2019 to May 2021, Executive Vice President of the Growth Ventures Group from April 2017 to June 2019, and as Executive Vice President of Corporate Strategy and Corporate Development from October 2015 to June 2019. Prior to that, Mr. Kim served in various leadership roles at the Pall Corporation, the Water Quality Group, and the Motion Group at the Danaher Corporation. Mr. Kim received an M.B.A. from the Stanford Graduate School of Business, an M.S. in Mechanical Engineering from the University of Pittsburgh, and a B.S. in Mechanical Engineering from Carnegie Mellon University.

Sean Mackay joined the Company as Chief Business Officer on May 20, 2024. Mr. Mackay has a multidisciplinary background as an executive, investor, and investment banker, driving impact in the life sciences tools and therapeutics industries. Mr. Mackay has served on the board of directors of Abbratech Inc., a therapeutic development company, since co-founding the company in June 2021. Prior to joining the Company, Mr. Mackay served as an operating partner at Casdin Capital, LLC from August 2023 to April 2024. Prior to that, Mr. Mackay co-founded and served as Chief Executive Officer of IsoPlexis Corporation (Nasdaq: ISO), a life science tools company, where he led the company through building a team in November 2012, product development, commercialization, its initial public offering, and its eventual sale in March 2023. In March 2008, he founded Lazard Freres (NYSE: LAZ), a debt advisory practice focused on partnering with public companies for debt restructuring, capital structuring, investments, and financing in the context of acquisitions and divestitures, where he served as a co-founder and senior associate until April 2012. Mr. Mackay received an M.B.A. from Yale School of Management and has a B.S. in Economics from the Wharton School at the University of Pennsylvania.

This Compensation Discussion and Analysis (“CD&A”), explains our executive compensation program for our named executive officers (“NEOs”) listed below. This CD&A also describes the process our Human Capital Committee undertakes for making compensation decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2024. For fiscal year 2024, our NEOs were:

In 2024, the Company’s performance was marked by solid operational execution amid a dynamic macroeconomic backdrop. With the SomaLogic merger complete in early 2024, the Company ​closed its second transaction in November 2024 and made significant progress integrating the two new businesses. By leveraging the companies’ combined expertise and complementary technologies, the Company aims to improve operational efficiency, realize cost synergies, and capitalize on expanded revenue opportunities in this growing market. The Company achieved full-year pro forma combined revenue of $175.1 million while improving non-GAAP (as defined below) operating expenses by 22% and adjusted EBITDA by 33%. With $295 million in cash, cash equivalents, restricted cash, and short-term investments, and no material debt as of December 31, 2024, we believe the Company is well positioned to continue to scale the business, both organically and inorganically, with disciplined execution and continued margin expansion to deliver profitable growth and long-term stockholder value.

At our 2024 annual meeting of stockholders, approximately 87.15% of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on the subject were in favor of our 2023 executive compensation program. Our Human Capital Committee reviewed the advisory vote results and, based on the strong level of support, determined that no significant changes to our executive compensation program were necessary for 2024. We continue to seek active engagement with stockholders on our executive compensation program and remain committed to employing compensation governance best practices and to achieving pay-for-performance alignment.

Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable stockholder value creation. Based on our performance and consistent with the design of our program, the Human Capital Committee made the following executive compensation decisions for fiscal 2024:

We believe the following practices and policies within our program promote strong compensation governance and are in the best interests of our stockholders and executives:

The primary goals of our executive compensation program are to hire and retain talented and experienced executive officers who are motivated to achieve or exceed our short-term and long-term corporate goals. Our executive compensation philosophy is team-oriented and our success is dependent on what our management team can accomplish together. Therefore, we seek to provide our executive officers with comparable levels of base salary, bonuses, and annual equity awards that are based largely on overall company performance. In determining the form and amount of compensation payable to our executive officers, we are guided by the following objectives and principles:

Our compensation philosophy is supported by the following total direct compensation elements:

The Role of the Human Capital Committee. The Human Capital Committee, composed entirely of independent, non-employee members of the Board, is responsible for overseeing the executive compensation program for our NEOs. Working closely with its independent consultant and management, the Human Capital Committee evaluates the effectiveness of the Company’s executive compensation program throughout the year.

As part of its mandate, the Human Capital Committee has broad oversight of corporate compensation programs, including reviewing and approving—or making recommendations to the Board regarding—the compensation and benefits of the CEO and other executive officers. The Human Capital Committee also evaluates and approves corporate goals and objectives related to CEO compensation, provides oversight of the Company’s overall compensation plans and benefits programs, and administers the Company’s equity incentive plans. While the Human Capital Committee makes all final compensation and equity award decisions for NEOs, the compensation of the CEO is determined by the independent members of the full Board based on the Human Capital Committee’s recommendations.

The Role of Management. Members of our senior management team attend regular Human Capital Committee meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. Only Human Capital Committee members can vote on decisions regarding NEO compensation.

The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the Human Capital Committee providing management input, transparency, and oversight. Approvals of NEO compensation other than CEO compensation are made by the Human Capital Committee. The CEO does not participate in the deliberations of the Human Capital Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation.

The Role of the Independent Compensation Consultant. Pursuant to the authority granted to it under its charter, the Human Capital Committee may engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. For 2024, the Human Capital Committee retained Pearl Meyer as its independent consultant. Pearl Meyer reports directly to the Human Capital Committee and does not provide any additional services to management. The Human Capital Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC and Nasdaq rules and concluded that Pearl Meyer is independent.

With these changes, the peer group for the purposes of setting 2024 executive compensation levels was as follows:

Market data are not the sole determinant in setting compensation levels for our NEOs, and actual compensation levels can be above or below the targeted levels depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the Human Capital Committee desires to balance general internal and external equity and reserves the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salary decisions, the Human Capital Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Human Capital Committee takes into account factors such as competitive market data as well as individual performance, experience, tenure, internal equity, and employee potential. For 2024, the Human Capital Committee approved base salary increases for Dr. Egholm, Mr. Kim, and Mr. Black to improve their competitive positioning and ensure market alignment for their respective roles. Mr. Kim’s increase was to improve his competitive positioning and to recognize his appointments to Interim CFO and, subsequently, fulltime CFO.

Our cash incentive program, which is adopted annually by the Human Capital Committee pursuant to our Executive Bonus Plan, is intended to provide a significant portion of our executive officers’ potential compensation. Our cash incentive program is performance-based and designed to ensure that our executive officers are focused on our near-term performance. Actual awards can range from 0% to 150% of target based on performance results.

Performance Measures and Results. The 2024 Cash Incentive Program was designed to align executive compensation with key financial and operational priorities critical to the Company’s success. To drive sustainable growth and operational efficiency, cash incentive awards were based on the achievement of revenue targets and the realization of annualized cost synergies related to the merger with SomaLogic. Revenue serves as a fundamental measure of the Company’s ability to expand its market presence, execute its commercial strategy, and generate top-line growth. Tying incentives to revenue ensures that our executives remain focused on driving sales performance, strengthening customer relationships, and capturing market opportunities. In addition to revenue, our cash incentive program incorporated annualized cost synergies as a performance measure to reinforce the importance of operational discipline following the merger with SomaLogic. Cost synergies reflect the Company’s ability to integrate operations effectively, streamline expenses, and unlock efficiencies that contribute to long-term profitability. By including this metric, the program incentivizes leadership to execute on post-merger integration objectives while maintaining financial discipline. Together, these measures balance growth and efficiency, ensuring that incentive payouts are aligned with both revenue expansion and cost optimization, two critical drivers of long-term value creation.

To evaluate performance under the 2024 Cash Incentive Program, the Human Capital Committee assesses each measure independently versus predetermined targets goals. For 2024, the target revenue goal was $205 million, and the target annualized cost synergies goal was $57 million. Participants in the program were eligible to earn up to 138% of the target payout if the maximum goals were achieved under both measures. In consideration of the goals, and based on actual revenue achievement of $174.4 million and actual cost synergies achievement of $80 million, the Human Capital Committee determined in January 2025 that a payout of 70% of the target amount for each NEO was appropriate.

Under the cash incentive program, the Human Capital Committee retains discretion to pay or eliminate bonuses, including payments under this program, irrespective of achievement of the pre-established goals. We believe that maintaining this flexibility is helpful in ensuring that executive officers are neither rewarded nor penalized as a result of unusual circumstances not foreseeable at the time the goals were developed.

Our long-term incentive program is designed to align executive compensation with stockholder interests by emphasizing equity awards that support sustained value creation. The program includes a mix of stock options and time-based RSUs to encourage a focus on long-term performance and strategic execution.

Stock options reward executives for driving stock price appreciation, ensuring their interests are directly tied to stockholder value. Stock options vest 25% after one year, and monthly for three years thereafter.

RSUs provide a variable equity component, with their ultimate value fluctuating based on the Company’s stock price performance over the vesting period. RSUs vest quarterly over four years.

Together, these elements create a balanced approach that motivates leadership to deliver strong, long-term results while maintaining a direct connection to stockholder outcomes.

When determining the appropriate equity awards for our executive officers, the Human Capital Committee considers many factors, including, but not limited to, competitive market data on both a target value and grant size as a percentage of Company basis, Company and individual performance, prior awards issued to executives, and overall resulting dilution from equity granted. The 2024 equity awards were developed to motivate and retain the executive officers, in addition to aligning their compensation with stockholder interests. To accomplish this, a significant portion of the 2024 awards were delivered via stock options to ensure executives realize value with growth in the Company’s stock price. The 2024 awards also incorporated RSUs, which promote both long-term value creation for our stockholders and retention for our executive officers. The table below shows the equity awards granted for fiscal year 2024 for each of the NEOs:

In addition to the stock ownership guidelines discussed below applicable to our non-employee directors, we maintain stock ownership guidelines for our CEO and other executive officers to further align their interests with the interests of our stockholders, which we review and revise periodically.

Pursuant to the guidelines, which were most recently updated by our Board in January 2023, each executive officer is expected to accumulate and hold a number of shares of our common stock equal to one times the executive officer’s base salary (or three times the base salary in the case of our CEO), and to maintain this minimum amount of stock ownership for so long as such individual is an employee of the Company. For purposes of determining stock ownership pursuant to the guidelines, we include shares owned outright and vested in-the-money stock options, but do not include value or shares attributable to unvested time vesting restricted stock, unvested and/or out-of-the money stock options and/or unearned performance shares. Our CEO and executive officers are expected to achieve the applicable level of ownership by the end of the fiscal year that follows the five-year anniversary of the date of the guidelines or the hire date or promotion date for newly eligible employees.

Neither the CEO nor any executive officer is required to purchase shares on the open market in order to comply with the guidelines. In the event such individual falls out of compliance with the guidelines at any time, they will be required to maintain 50% of the shares (net of tax and exercise costs) acquired through the vesting or exercise of awards until the guidelines are again satisfied.

In October 2023, our Board adopted a clawback policy as required by SEC rules and the corresponding Nasdaq listing standards. The clawback policy generally provides that we will seek to recover, in the event of a required accounting restatement, excess incentive compensation received by covered officers where that compensation is based on erroneously reported financial information, regardless of fault or misconduct.

We have adopted an insider trading policy (the “Insider Trading Policy”) governing the purchase, sale and/or other dispositions of our securities by all Company personnel, including by our directors, officers, employees and consultants, as well as certain related persons to such individuals, as described further above.

Our executives receive the same standard benefits available to all employees, including health coverage (medical, dental, pharmacy, and vision), life and disability insurance, retirement savings plans, paid leave for parental, elder care, and bereavement needs, as well as company-recognized holidays and vacation time. To remain competitive in the market, executives are also eligible for additional benefits as part of their total compensation. These may include supplemental life and disability insurance.

We regularly consider the various tax and accounting implications of our compensation plans. When determining the amount of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

Our Human Capital Committee reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the short term and the long term. Our Human Capital Committee regularly evaluates the risks involved with our compensation programs and does not believe that any of our compensation programs create risks that are reasonably likely to have a material adverse effect on us now or in the future. Our Human Capital Committee considered the compensation structure of the Company for its employees including executive officers, which is based on an annual salary, annual bonus (for bonus-eligible employees), and equity incentive compensation in the form of stock options and RSUs. We do not believe that we offer any short-term incentives that would reasonably be expected to result in high-risk actions or conduct by our employees. For example, incentive compensation for executive officers in the form of an annual cash bonus are based on a predetermined formula and management objectives approved by our Human Capital Committee. In addition, annual cash bonus payments are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator. Accordingly, we believe that we have a balanced pay and performance program that does not promote undue or excessive risk taking.

The Human Capital Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears elsewhere in this proxy statement, with our management. Based on this review and discussion, the Human Capital Committee has recommended to the Board that the Compensation Discussion and Analysis be included in our proxy statement.

The Compensation (Human Capital) Committee

Frank Witney, Ph.D. (Chair)

Eli Casdin

Troy Cox

The Audit Committee assists the Board in fulfilling its oversight responsibility over the Company’s financial reporting process. It is not the duty of the Audit Committee to plan or conduct audits, to prepare the Company’s financial statements, or to assess the Company’s internal control over financial reporting. Management has the primary responsibility for preparing the financial statements and assuring their accuracy, effectiveness, and completeness. Management is also responsible for the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for auditing the Company’s financial statements and internal control over financial reporting and expressing its opinion as to whether the statements present fairly, in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company’s financial condition, results of operations, and cash flows. However, the Audit Committee reviews and discusses the financial statements with management and the independent registered public accounting firm prior to the presentation of financial statements to our stockholders and, as appropriate, initiates inquiries into various aspects of the Company’s financial affairs.

Unless the Audit Committee has reason to question its reliance on management or the independent registered public accounting firm, the members of the Audit Committee necessarily rely on information provided to them by and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has applied appropriate accounting and financial reporting principles. Furthermore, the Audit Committee’s authority and oversight responsibilities do not independently assure that the audits of the Company’s financial statements have been carried out in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”) or that the financial statements are presented in accordance with GAAP.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm to review the Company’s audited 2024 consolidated financial statements (including the quality of the Company’s accounting principles). Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with GAAP, and the Audit Committee consulted with management and the independent registered public accounting firm prior to approving the presentation of the audited 2024 consolidated financial statements to stockholders. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the PCAOB.

The Audit Committee has discussed with the independent accountant the independent accountant’s independence from the Company and its management. As part of that review, the Audit Committee received the written disclosures and letter required by applicable PCAOB requirements regarding the independent accountant’s communications with the Audit Committee concerning independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board approved, the Company’s audited consolidated financial statements for the year ended December 31, 2024 for filing with the SEC as part of the Company’s 2024 Annual Report. The Audit Committee has appointed PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

The Audit Committee

Our NEOs for 2024 were:

The following table shows information concerning the annual compensation for services provided to us by our NEOs for the years ended December 31, 2024, 2023 and 2022.

On April 11, 2023, Dr. Egholm and Mr. Kim were each granted a target of 231,579 and 77,185 performance-based RSUs (the “PSUs”) under the 2011 Plan, with each PSU representing the right, upon achievement of certain pre-established performance criteria, to receive one share of common stock, subject to certain vesting conditions and continued employment. On April 5, 2024, the Board authorized and approved, at the recommendation of the Human Capital Committee, the vesting of the PSUs to Dr. Egholm and Mr. Kim in the amount of 212,126 shares and 70,702 shares, respectively, based on the Human Capital Committee’s determination that 91.6% of the PSU performance goals had been achieved. The PSUs fully vested as of March 31, 2024.

The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2024 to each of our NEOs.

Offer Letter with Dr. Egholm. In January 2022, Dr. Egholm and the Company entered into an agreement pursuant to which he was appointed as the Company’s President and CEO (the “Egholm Letter”) on April 4, 2022.

Pursuant to the Egholm Letter, Dr. Egholm serves as our CEO and President on an at-will basis, his annual base salary in 2022 was $500,000 (which was increased to $645,000 effective as of April 1, 2023 and again increased to $700,000 effective as of April 1, 2024), and he is eligible to receive an annual bonus with a target level of 100% of his base salary.

Pursuant to the Egholm Letter, Dr. Egholm received a one-time “staking grant” of nonqualified stock options (the “Egholm Option Award”) to purchase 4,529,773 shares of the Company’s common stock with a per share exercise price of $3.99. 25% of the shares subject to this award vested on the first anniversary of the vesting commencement date, and the remaining 75% vests in equal monthly installments over the next three years, subject to his continued employment with the Company, other than in the event of his Death/Disability as described below.

In addition, pursuant to the Egholm Letter, Dr. Egholm received a “staking grant” of 786,049 RSUs (the “Egholm RSU Award”). 25% of the Egholm RSU Award vested on the first anniversary of the vesting commencement date, and the remaining 75% vests in equal

Our cash incentive program, which is adopted annually by the Human Capital Committee pursuant to our Executive Bonus Plan, is intended to provide a significant portion of our executive officers’ potential compensation. Our cash incentive program is performance-based and designed to ensure that our executive officers are focused on our near-term performance—generally as measured by revenue and cash goals established in our annual operating plan. We believe the program supports our “pay-for-performance” culture.

In early 2024, our Human Capital Committee, in conjunction with our compensation consultant, Pearl Meyer, reviewed our annual cash incentive program to ensure its focus on the Company’s strategic imperatives and alignment with stockholder interests. The Human Capital Committee structured the 2024 Cash Incentive Program with the financial objectives of incentivizing revenue growth and annualized cost synergies.

Target incentive opportunities for the executive officers are reviewed annually to ensure they are competitive as compared to our peer group and are based on annual base salary. The 2024 base salary, target cash incentive percentage, and target cash incentive amount under our 2024 Cash Incentive Program for each NEO are set forth in the CD&A above.