Castle Biosciences Inc DEF 14A, filed Apr 8, 2026

Castle Biosciences Inc (CSTL)

DEF 14A 2026-04-08 For: 2026-05-28

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Added on June 12, 2026

About this DEF 14A

Castle Biosciences Inc filed this DEF 14A on April 8, 2026.

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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


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


			Page No.
PROXY SUMMARY			1
Voting Matters			1
How to Vote			1
Business Overview			2
Stockholder Outreach			2
Board Highlights			3
Governance Highlights			6
Compensation Highlights			7
PROPOSAL 1 - ELECTION OF DIRECTORS			8
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			16
Composition of the Board of Directors			16
Experience and Attributes of the Board of Directors			18
Director Time Commitment			19
Criteria for Board Membership			19
Board Structure			19
Board Diversity			20
Director Independence			20
Leadership Structure			21
Meetings of the Board of Directors			21
Role of the Board of Directors in Risk Oversight			21
Information Regarding Committees of the Board of Directors			22
Audit Committee			23
Compensation Committee			25
Nominating and Corporate Governance Committee			28
Director Compensation			29
Non-Employee Director Compensation Policy			30
Stock Ownership Guidelines			31
Corporate Responsibility Program			31
Stockholder Communications with the Board of Directors			34
PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			35
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			38
PROPOSAL 4 - APPROVAL OF THE COMPANY’S NON-EMPLOYEE DIRECTOR COMPENSATION POLICY			40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			44


			Page No.
EXECUTIVE OFFICERS			47
COMPENSATION DISCUSSION AND ANALYSIS			48
Named Executive Officers			48
Business Overview			48
Executive Compensation Philosophy and Objectives			50
Summary of our Executive Compensation Program			50
Say-On-Pay Advisory Results			51
2025 Stockholder Outreach			51
Compensation Committee Oversight of Compensation-Related Risks			52
Compensation Determination Process			53
Elements of Our Executive Compensation Program			56
Agreements with our NEOs			61
Potential Benefits upon Termination or Change in Control			61
Pension Benefits and Nonqualified Deferred Compensation			64
Other Compensation Practices and Policies			64
Compensation Committee Report			66
EXECUTIVE COMPENSATION TABLES			67
Summary Compensation Table			67
Grants of Plan-Based Awards			68
Outstanding Equity Awards at Fiscal Year-End			69
Option Exercises and Stock Vested in 2025			71
Potential Payments Upon Termination or Change in Control			71
CEO PAY RATIO			74
PAY VERSUS PERFORMANCE			75
DELINQUENT SECTION 16(a) REPORTS			79
EQUITY COMPENSATION PLAN INFORMATION			80
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATIONS			85
HOUSEHOLDING OF PROXY MATERIALS			87
ANNUAL REPORT ON FORM 10-K			88
STOCKHOLDERS PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS			89
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			90
OTHER MATTERS			96
Appendix A - Non-Employee Director Compensation Policy			97


Proposals			Board Vote Recommendation	Page Reference (for more detail)

	1	Election of Three Class I Directors	FOR ALL	9



	2	Ratification of Independent Auditor	FOR	36

	3	Advisory Approval of Executive Compensation (Say-on-Pay)	FOR	39

	4	To approve the Company’s non-employee director compensation policy.	FOR	41


						“We exceeded our full-year revenue guidance, delivering approximately $344 million in revenue.”


			“In 2025, Castle delivered strong results while continuing to execute against its long-term strategy.”


Notice of Annual Meeting of Stockholders to be held on May 28, 2026 at 10:00 a.m. Central Time The San Luis Resort, Spa and Conference Center 5222 Seawall Boulevard, Galveston, Texas 77551


Name	Experience	Attributes
Class I - Term Expiring in 2026

Ellen Goldberg Comp. Committee (Chair) Nominating and Corporate Governance Committee	•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 from Stanford University.	•Commercial Execution Experience •Life Science Industry Experience •Digital Health •Regulatory/ Lab Services Reimbursement •Diversity of Skills, Background, and Perspective


Miles D. Harrison Comp. Committee Nominating and Corporate Governance Committee	•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.S. degree in geography from Sheffield Hallam University in the United Kingdom.	•Commercial Execution Experience •Life Science Industry Experience •Financial Analysis & Control Experience


Tiffany P. Olson Audit Committee Nominating and Corporate Governance Committee (Chair)	•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 from the University of St. Thomas.	•Commercial Execution Experience •Life Science Industry Experience •Financial Analysis & Control Experience •Digital Health •Health System Experience •Diversity of Skills, Background, and Perspective


			Director Time Commitment Policy that limits outside board commitments

			Clawback Policy that requires us to seek recovery of incentive compensation paid to current or former Section 16 officers

			Robust stock ownership guidelines for our directors and certain officers

			Separation of the roles of Board chair and Chief Executive Officer

			All directors except our Chief Executive Officer are independent

			100% independent Board committees

			Annual Board and committee self‑assessments

			Regular executive sessions of independent directors

			Board and committees may hire outside advisors independent of management

			Prohibitions against hedging and pledging

			No poison pill implemented or dual class shares


FOR						The Board of Directors Recommends a Vote “FOR ALL” Class I Director Nominees.


Table of Contents			Information Regarding the Board of Directors and Corporate Governance


Name	Audit	Compensation	Nominating and Corporate Governance

Kimberlee S. Caple	M		M
G. Bradley Cole	C	M
Derek J. Maetzold
Ellen Goldberg		C	M
Miles D. Harrison		M	M
Tiffany P. Olson	M		C
Daniel M. Bradbury
Rodney Cotton	M	M
Total meetings in 2025	4	5	4
Committee Independence	100%	100%	100%


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(3)	Total ($)
Daniel M. Bradbury	97,056	217,169	—	314,225
Kimberlee S. Caple	64,019	217,169	—	281,188
G. Bradley Cole	76,519	217,169	—	293,688
Rodney Cotton(4)	66,519	250,763	—	317,282
Ellen Goldberg	69,113	217,169	—	286,282
Miles D. Harrison	66,425	217,169	—	283,594
Tiffany P. Olson	69,019	217,169	—	286,188


Name	Members ($)	Chair ($)
Directors	47,500	45,000	(1)
Audit Committee	10,000	20,000	(2)
Compensation Committee	7,500	20,000	(2)
Nominating and Corporate Governance Committee	5,000	10,000	(2)


Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm


	Years Ended December 31,
	2025		2024
Audit Fees(1)	$	2,710,753	$	2,492,819


All Other Fees(2)	1,780		9,280
Total	$	2,712,533	$	2,502,099


Proposal 3: Advisory Vote on Named Executive Officer Compensation



			“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”


Proposal 4: Approval of the Company’s Non-Employee Director Compensation Policy


Annual Retainer			$55,000
Additional Retainer for Board Chair			$50,000
Additional Retainer for Audit Committee Chair			$20,000
Additional Retainer for Audit Committee Member (non-Chair)			$10,000
Additional Retainer for Compensation Committee Chair			$20,000
Additional Retainer for Compensation Committee Member (non-Chair)			$7,500
Additional Retainer for Nominating and Corporate Governance Committee Chair			$10,000
Additional Retainer for Nominating and Corporate Governance Committee Member (non-Chair)			$5,000


Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Shares Beneficially Owned

Greater than 5% Stockholders
BlackRock, Inc.(1)	2,338,005	7.7	%
The Vanguard Group(2)	1,832,535	6.0	%
Portloan Capital Management, LLC (3)	1,611,099	5.2	%
Principal Financial Group, Inc.(4)	1,585,639	5.3	%
RTW Investments, LP (5)	2,115,237	7.0	%
Directors and NEOs
Daniel M. Bradbury(6)	71,885	*
Kimberlee S. Caple(7)	35,466	*
G. Bradley Cole(8)	89,230	*
Rodney Cotton(9)	19,331	*
Ellen Goldberg(10)	40,266	*
Miles D. Harrison(11)	56,990	*
Tiffany P. Olson(12)	42,868	*
Derek J. Maetzold(13)	821,041	2.7	%
Frank Stokes(14)	228,684	*
Kristen M. Oelschlager(15)	289,458	*
Tobin W. Juvenal(16)	234,585	*
All current executive officers and directors as a group (11 persons)(17)	1,929,804	6.1	%


Name	Age	Position(s)
Derek J. Maetzold	64	President, CEO and Director
Frank Stokes	56	Chief Financial Officer
Tobin W. Juvenal	66	Chief Commercial Officer
Kristen M. Oelschlager	58	Chief Operating Officer


			What We Do
						Pay-for-Performance Philosophy and Culture. Our executive compensation program is designed to align incentive-based compensation with Company performance.
						Significant Portion of “At-Risk” Executive Compensation is Performance-Based. Under our executive compensation program for 2025, 52% of the CEO’s, and, on average, 31% of our other NEOs’, total compensation as reported in the Summary Compensation Table consisted of performance-based cash bonuses and performance-vesting equity awards and was therefore “at risk,” which we believe aligns their short- and long-term interests with of those of our stockholders.
						Independent Compensation Committee. The Compensation Committee is comprised solely of non-employee directors who satisfy applicable Nasdaq and SEC independence requirements.
						Independent Compensation Consultant Reports Directly to the Compensation Committee. The Compensation Committee engages its own compensation consultant to assist with making compensation decisions.
						Stock Ownership Guidelines for Directors and Officers. We maintain Stock Ownership Guidelines that require minimum ownership of our common stock by our directors, CEO and other Section 16 officers. See “Other Compensation Policies and Practices—Stock Ownership Guidelines” below for more information.
						Multi-Year Vesting Requirements for Retention and Long- and Short-Term Alignment. The equity awards granted to our executive officers generally vest over multiple years, consistent with current market practice and our retention objectives.
						Annual Say-On-Pay Vote. We hold an annual Say-on-Pay vote to allow our stockholders to approve, on an advisory basis, the compensation of our NEOs.
						Active Stockholder Outreach. We proactively engage with our stockholders throughout the year.
						Clawback Policy. Our Clawback Policy enables us to recover any incentive compensation granted, vested or paid to an executive officer during the three (3) completed fiscal years immediately preceding the date we are required to prepare an accounting restatement. Our Clawback Policy complies with Nasdaq listing standards. See “Other Compensation Policies and Practices—Clawback Policy” below for more information.
						Prohibit Hedging or Pledging. Our insider trading policy prohibits our employees (including executive officers) and directors from engaging in hedging or short-term speculative transactions involving our securities. See “Other Compensation Policies and Practices—Prohibition on Hedging, Short Sales and Pledging” below for more information.
						Minimize Inappropriate Risk Taking. Our executive compensation program is generally weighted toward long-term incentive compensation to discourage short-term risk taking, and includes goals that are quantifiable with objective criteria, multiple performance measures and caps on short-term incentive compensation.
						Competitive Peer Group. Our Compensation Committee selects our peers from publicly traded biotechnology companies that have a comparable market capitalization, revenue, headcount, and research focus.


			What We Don’t Do
						No Special Health or Welfare Benefits for Executives. Our executive officers participate in broad-based, Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.
						No Excessive Perquisites. As a matter of business philosophy, we offer limited perquisites to our executive officers.
						No Guaranteed Bonuses. We do not guarantee bonuses for executive officers
						No Post-Employment Tax Gross-Ups. We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or benefits.
						No Single-Trigger Acceleration of Equity Awards Upon a Change in Control. We use double-trigger accelerated vesting of equity awards in the event of a change in control.


Added for 2025			Removed for 2025
Cytek Biosciences, Inc. (CKTB)			Invitae Corporation (NVTAQ)
GeneDx Holdings Corp. (WGS)			Natera, Inc. (NTRA)
Maravai Lifesciences Holdings, Inc. (MVRVI)


Named Executive Officer	2024 Base Salary ($)	2025 Base Salary ($)	Change (%)

Derek J. Maetzold	715,572	751,350	5.0	%
Frank Stokes	500,042	522,544	4.5	%
Tobin W. Juvenal	506,415	529,204	4.5	%
Kristen M. Oelschlager	506,415	529,204	4.5	%


Named Executive Officer	2025 Target Bonus Opportunity (As % of Base Salary)		2025 Target Bonus Opportunity ($)
Derek J. Maetzold	100	%	751,350
Frank Stokes	55	%	287,399
Tobin W. Juvenal	55	%	291,062
Kristen M. Oelschlager	55	%	291,062


Goal Category	Corporate Performance Goals	Target	Actual	Target Weighting		Actual Weighting

Revenue	Revenue for the year ended December 31, 2025	$301.0 million	$344.2 million	75	%	113	%	(1)
Long-term Initiatives	•Completion of product updates (and acquisitions) •Identification of an electronic medical record (“EMR”) company to improve the integration of our commercial tests within their EMR system •Achievement of certain reimbursement rates for DecisionDx-SCC	•Complete two product updates (and acquisitions) •Identify an EMR company, negotiate and execute an integration agreement, and launch a technical kick-off •Achieve specified reimbursement rates	•Completed two product updates (and acquisitions), including the limited access launch of AdvanceAD-Tx and acquisition of Capsulomics •Achieved EMR company negotiations •Specified reimbursement rates achieved	25	%	25	%	(2)
				100	%	138	%


	2025 Revenue ($ millions)	Factor for Pool Funding (A)		Target Weighting (B)		Actual Weight for Revenue Component (A x B)

Actual	$344.2	150	%	75	%	113	%
Maximum	$331.0	150	%	75	%	113	%
Target	$301.0	100	%	75	%	75	%
Minimum	$279.0	50	%	75	%	38	%


Milestone	Percent Range	Actual Achieved

Complete two product updates (including acquisitions)	0% to 10%	10	%
Identify EMR company	0% to 10%	10	%
Achieve specified reimbursement rate	0% to 5%	5	%
		25	%


Name	Base Salary ($)	Target Bonus (%)	Target Bonus ($)(1)	Corporate Performance Actual (%)	Corporate Performance Weighting (%)	Individual Performance Actual (%)	Individual Performance Weighting (%)	Actual Bonus ($)(2)

Derek J. Maetzold	751,350	100	751,350	138	100	—	—	1,036,863
Frank Stokes	522,544	55	287,399	138	80	125	20	389,138
Tobin W. Juvenal	529,204	55	291,062	138	80	125	20	394,098
Kristen M. Oelschlager	529,204	55	291,062	138	80	125	20	394,098


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


Name and principal position	Year	Salary ($)	Bonus ($)(1)	Stock awards ($)(2)	Option awards ($)(2)	Non-equity incentive plan compensation ($)(3)	All other compensation ($)(4)	Total ($)

Derek J. Maetzold President and CEO	2025	751,350	—	4,977,208	—	1,036,863	21,350	6,786,771
	2024	715,572	—	5,283,595	—	921,657	20,250	6,941,074
	2023	686,400	—	—	—	893,350	26,234	1,605,984
Frank Stokes Chief Financial Officer	2025	522,544	14,370	1,417,918	—	374,769	90,236	2,419,837
	2024	500,042	13,751	1,379,780	—	338,388	74,563	2,306,524
	2023	488,800	4,888	—	—	316,742	69,820	880,250
Tobin W. Juvenal Chief Commercial Officer	2025	529,204	14,553	1,417,918	—	379,545	21,350	2,362,571
	2024	506,415	13,926	1,563,738	—	342,701	20,150	2,446,930
	2023	482,300	14,469	—	—	312,530	19,800	829,099
Kristen M. Oelschlager Chief Operating Officer	2025	529,204	14,553	1,417,918	—	379,545	21,350	2,362,571
	2024	506,415	13,926	1,563,738	—	342,701	20,150	2,446,931
	2023	482,300	9,646	—	—	312,530	24,008	828,484


			Estimated future payouts under non-equity incentive plan awards(1)			Estimated future payouts under equity incentive plan awards (in shares)			All Other Stock Awards: Number of Shares of Stock (#)	Grant Date Fair Value of Stock Awards ($)(2)
Name	Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Derek J. Maetzold	Cash Incentive	—	281,756	751,350	1,036,863	—	—	—	—	—
	Time-based RSUs	3/4/2025	—	—	—	—	—	—	111,948	2,488,604
	PSUs	3/4/2025	—	—	—	—	111,948	—	—	2,488,604
Frank Stokes	Cash Incentive	—	114,960	287,399	374,769	—	—	—	—	—
	Time-based RSUs	3/4/2025	—	—	—	—	—	—	47,838	1,063,439
	PSUs	3/4/2025	—	—	—	—	15,946	—	—	354,480
Tobin W. Juvenal	Cash Incentive	—	116,425	291,062	379,545	—	—	—	—	—
	Time-based RSUs	3/4/2025	—	—	—	—	—	—	47,838	1,063,439
	PSUs	3/4/2025	—	—	—	—	15,946	—	—	354,480
Kristen M. Oelschlager	Cash Incentive	—	116,425	291,062	379,545	—	—	—	—	—
	Time-based RSUs	3/4/2025	—	—	—	—	—	—	47,838	1,063,439
	PSUs	3/4/2025	—	—	—	—	15,946	—	—	354,480