Castle Biosciences Inc PRE 14A, filed Mar 28, 2025

Castle Biosciences Inc (CSTL)

PRE 14A 2025-03-28 For: 2025-05-22

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Added on October 22, 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
2024 Performance Highlights			1
Business Overview			2
Stockholder Outreach			2
Board Highlights			4
Governance Highlights			7
Compensation Highlights			8
PROPOSAL 1 - ELECTION OF DIRECTORS			10
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			17
Composition of the Board of Directors			17
Experience and Attributes of the Board of Directors			19
Director Time Commitment			20
Criteria for Board Membership			20
Board Structure			20
Board Diversity			21
Director Independence			21
Leadership Structure			22
Meetings of the Board of Directors			22
Role of the Board of Directors in Risk Oversight			22
Information Regarding Committees of the Board of Directors			23
Audit Committee			23
Compensation Committee			25
Nominating and Corporate Governance Committee			27
Director Compensation			29
Non-Employee Director Compensation Policy			29
Stock Ownership Guidelines			31
Corporate Responsibility Program			31
Stockholder Communications with the Board of Directors			33

PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			34
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			37


PROPOSAL 4 - TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO LIMIT THE LIABILITY OF CERTAIN OFFICERS OF THE COMPANY TO THE MAXIMUM EXTENT PERMITTED BY DELAWARE LAW			39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			42
EXECUTIVE OFFICERS			45
COMPENSATION DISCUSSION AND ANALYSIS			46
Named Executive Officers			46
Business Overview			46
Executive Compensation Philosophy and Objectives			47
Summary of our Executive Compensation Program			48
2024 Stockholder Outreach			49
Stockholder Feedback and Board Responsiveness			51
Compensation Committee Oversight of Compensation-Related Risks			52
Compensation Determination Process			54
Elements of Our Executive Compensation Program			57
Agreements with our NEOs			62
Potential Benefits upon Termination or Change-in-Control			63
Pension Benefits and Nonqualified Deferred Compensation			65
Other Compensation Practices and Policies			65
Compensation Committee Report			67
EXECUTIVE COMPENSATION TABLES			68
Summary Compensation Table			68
Grants of Plan-Based Awards			69
Outstanding Equity Awards at Fiscal Year-End			70
Option Exercises and Stock Vested in 2024			72
Potential payments Upon Termination or Change-in-Control			72
CEO PAY RATIO			75
PAY VERSUS PERFORMANCE			76
DELINQUENT SECTION 16(a) REPORTS			80
EQUITY COMPENSATION PLAN INFORMATION			81
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATIONS			86
HOUSEHOLDING OF PROXY MATERIALS			88
ANNUAL REPORT ON FORM 10-K			89
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			90
OTHER MATTERS			96
APPENDIX A - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			96


Name	Experience	Qualifications, Attributes and Skills
Class III - Term Expiring in 2025

Kimberlee S. Caple Audit Committee Nominating and Corporate Governance Committee	•In March 2025, she retired from her position as the President of the Genetic Science Division, at Thermo Fisher Scientific Inc. •Previously served as the Vice President and General Manager of Genetics Sciences of the Genetics Sciences Business and the Vice President and General manager for the Capillary Electrophoresis Business Unit at Thermo Fisher Scientific Inc. •Holds a B.S degree in biology from Purdue University.	•Life Science Industry Experience •Financial Analysis & Control Experience •Health System Experience •R&D Scientific Leadership •Regulatory/Lab Services Reimbursement •Diversity of Skills, Background, and Perspective


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


Derek J. Maetzold President and CEO	•Founded Castle Biosciences and has served as our President, CEO and a member of our Board since inception. •Previously held leadership roles at Encysive Pharmaceuticals, Schering-Plough Corporation (now Merck), Integrated Communications, Amylin Pharmaceuticals and Sandoz Pharmaceuticals (now a division of Novartis). •Currently serves as a director of PreludeDx, Coalition for 21st Century Medicine and IMPACT Melanoma. •Holds a B.S. degree in Biology from George Mason University.	•Commercial Execution Experience •Life Science Industry Experience •Financial Analysis & Control Experience •Digital Health •Health System Experience •R&D Scientific Leadership •Regulatory/Lab Services Reimbursement •Diversity of Skills, Background, and Perspective •Cybersecurity


						“Our full-year 2024 revenue increased by 51% over 2023 to $332 million, exceeding our 2024 revenue guidance of $320-330 million.”


			”The Board is committed to helping Castle deliver on its growth objectives to continue to create value for its stakeholders, including patients, clinicians, employees and investors.”


Notice of Annual Meeting of Stockholders to be held on May 22, 2025 at 10am CT 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 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 (Chair) 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 degree 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


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


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


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


Name	Audit	Compensation(1)	Nominating and Corporate Governance

Kimberlee S. Caple	M		M
G. Bradley Cole	C	M
Derek J. Maetzold
Ellen Goldberg		M	M
Miles D. Harrison		C	M
Tiffany P. Olson	M		C
Daniel M. Bradbury
Rodney Cotton	M	M
Total meetings in 2024	4	3	4
Committee Independence	100%	100%	100%
Financial Expertise	100%	75%	75%


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)		Option Awards ($)(1)(3)		Total ($)
Mara G. Aspinall(4)	25,689	—		—		25,689
Daniel M. Bradbury	91,250	205,897		—		297,147
Kimberlee S. Caple	61,250	205,897		—		267,147
G. Bradley Cole	73,750	205,897		—		279,647
Rodney Cotton	45,261	504,738		—		549,999
Ellen Goldberg	58,750	205,897		—		264,647
Miles D. Harrison	71,250	205,897		—		277,147
Tiffany P. Olson	65,000	223,485	(5)	31,198	(5)	319,683


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,
	2024		2023
Audit Fees(1)	$	2,492,819	$	2,244,720


All Other Fees(2)	9,280		9,280
Total	$	2,502,099	$	2,254,000


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: To Approve the Amendment and Restatement of the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company to the Maximum Extent Permitted by Delaware Law


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

Greater than 5% Stockholders
BlackRock, Inc.(1)	2,921,309	10.1	%
The Vanguard Group(2)	1,832,535	6.4	%
Wasatch Advisors, LP.(3)	1,796,088	6.2	%
Principal Financial Group, Inc.(4)	1,435,665	5.0	%
Directors and NEOs
Daniel M. Bradbury(5)	63,212	*
Kimberlee S. Caple(6)	26,793	*
G. Bradley Cole(7)	87,960	*
Rodney Cotton(8)	5,329	*
Ellen Goldberg(9)	31,593	*
Miles D. Harrison(10)	48,317	*
Tiffany P. Olson(11)	34,195	*
Derek J. Maetzold(12)	900,885	3.1	%
Frank Stokes(13)	208,635	*
Kristen M. Oelschlager(14)	310,032	1.1	%
Tobin W. Juvenal(15)	226,472	*
All current executive officers and directors as a group (11 persons)(16)	1,943,423	6.5	%


Name	Age	Position(s)
Derek J. Maetzold	63	President, CEO and Director
Frank Stokes	55	Chief Financial Officer
Tobin W. Juvenal	65	Chief Commercial Officer
Kristen M. Oelschlager	57	Chief Operating Officer


What We Heard						How We Responded

Short-Term Performance Hurdles in Long-Term Incentives						Based on stockholder feedback we moved away from a two-year performance period (used in our 2022 performance-based equity grants) to a three-year performance period for performance-based equity grants made in 2024. 50% of the CEO’s target long term annual incentives for 2024 remain performance-based and tied to pre-defined objectives set by the Board to align with the strategic plan. See “Performance-Based Equity Incentive Awards” on page 60.


Overlapping Metrics in Short- and Long-Term Incentives						To mitigate the perceived issue of overlapping metrics, for 2024 annual equity grants, we added two new three-year performance metrics that are separate from the metrics under our short-term incentive program, commercial pipeline testing goals and achieving positive EBITDA by the end of 2026. See “Performance-Based Equity Incentive Awards” on page 60.


Additional Transparency in Disclosure of Equity Award Performance Goals						Given the use of internal financial and pipeline goals over a multi-year period, and that we do not issue forward looking guidance for such metrics, we commit to provide full threshold, target and maximum goals, related payout opportunities, and final performance and pay outcomes at the conclusion of the performance period, in accordance with typical market practice and SEC rules. It is our intention to provide transparent disclosure at the appropriate time. See “Elements of Our Executive Compensation Program” on page 51.


Desire for CEO pay to align with Company Performance & Size						In response to the concerns raised, following the 2023 annual stockholder meeting, the Compensation Committee re-examined the peer group and made changes to better align with the Company’s revenue and market capitalization; this updated peer group impacted the approach to setting target executive pay quantum, mix and overall design for 2024. See “Peer Group Selections and Market Analysis” on page 55. We moved the annual equity grant to the first quarter, following the close of the fiscal year, to ensure better alignment with the full year’s performance before making pay decisions for the following year and accordingly we granted annual awards in the first quarter of 2024 rather than late 2023. We maintained 50% of the annual award for our CEO to be performance-based and tied to pre-defined objectives set by the Board to align with the strategic plan. The Company expanded disclosure in its proxy statement surrounding the CEO pay setting process and the performance metrics used in our performance-based compensation programs. See “Equity Award Mix” on page 60.


Desired Risk Mitigation Practices						In response to investor feedback regarding a perceived lack of risk mitigation policies, we formally adopted meaningful stock ownership guidelines for all Section 16 officers and for our non-employee directors. Shares counted towards such guidelines include shares owned outright, as well as unvested RSUs (net of tax). Unearned PSUs and options are not counted towards compliance with such guidelines. Additionally, consistent with Nasdaq requirements, the Company adopted an SEC compliant clawback policy for executives. See “Stock Ownership Guidelines” on page 67.


			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 2024, 51% of the CEO’s and 30% of each other NEO’s total compensation reported in the Summary Compensation Table consisted of performance-based cash bonuses and performance-vesting equity awards 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 Advisor 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 below under, “Other Compensation Policies and Practices—Stock Ownership Guidelines” for details.
						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. More detail is provided below under, “Other Compensation Policies and Practices—Clawback Policy.”
						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. More detail is provided below under, “Other Compensation Policies and Practices—Prohibition on Hedging, Short Sales and Pledging.”
						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 Guarantee 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 2024			Removed for 2024
ADMA Biologics, Inc.			Codexis, Inc.
BioCryst Pharmaceuticals, Inc.			NanoString Technologies, Inc.
Mesa Laboratories, Inc.			Shockwave Medical, Inc.


Named Executive Officer	2023 Base Salary ($)	2024 Base Salary ($)	Change (%)

Derek J. Maetzold	686,400	715,572	4.3	%
Frank Stokes	488,800	500,042	2.3	%
Tobin W. Juvenal	482,300	506,415	5.0	%
Kristen M. Oelschlager	482,300	506,415	5.0	%


	Payout Opportunities (as a percentage of base salary)
Named Executive Officer	Threshold		Target		Maximum
Derek J. Maetzold	57.5	%	100.0	%	147.5	%
Frank Stokes	30.8	%	55.0	%	79.2	%
Tobin W. Juvenal	30.8	%	55.0	%	79.2	%
Kristen M. Oelschlager	30.8	%	55.0	%	79.2	%


Goal Category	Corporate Performance Goals	Target	Actual	Target Weighting		Actual Weighting

Revenue	Revenue for the year ended December 31, 2024	$305.0 million	$332.1 million	75.0	%	108.8	%	(1)
Long term Initiatives	•Validation of inflammatory skin disease test •Achievement of certain electronic ordering metrics •Achievement of certain reimbursement rates for DecisionDx-SCC	•Achieve specified validation study •Achieve specified electronic ordering metrics •Achieve specified reimbursement rates	•Specified validation study achieved •Specified electronic ordering metrics achieved •Specified reimbursement rates achieved	25.0	%	20.0	%	(2)
				100.0	%	128.8	%


	2024 Revenue ($ millions)	Growth over 2023 Revenue of $220M		Factor for Pool Funding (A)		Target Weighting (B)		Actual Weight for Revenue Component (A x B)

Maximum	$357.00	62	%	150	%	75	%	112.5	%
Actual	$332.10	51	%	145	%	75	%	108.8	%
Target	$305.00	39	%	100	%	75	%	75.0	%
Minimum	$283.00	29	%	50	%	75	%	37.5	%


Milestone	Percent Range	Actual Achieved

Achieve specific validation study	0% to 10%	10	%
Electronic ordering milestone	0% to 10%	5	%
Achieve specified reimbursement rates	0% to 5%	5	%
		20	%


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	715,572	100	715,572	128.8	100	—	—	921,657
Frank Stokes	500,042	55	275,023	128.8	80	125	20	352,140
Tobin W. Juvenal	506,415	55	278,528	128.8	80	125	20	356,628
Kristen M. Oelschlager	506,415	55	278,528	128.8	80	125	20	356,628


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	2024	715,572	—	5,283,595	—	921,657	20,250	6,941,074
	2023	686,400	—	—	—	893,350	26,234	1,605,984
	2022	660,000	—	6,102,902	—	771,375	18,300	7,552,577
Frank Stokes Chief Financial Officer	2024	500,042	13,751	1,379,780		338,388	74,563	2,306,525
	2023	488,800	4,888	—	—	316,742	69,820	880,250
	2022	470,000	4,700	1,757,713	—	305,500	69,160	2,607,073
Tobin W. Juvenal Chief Commercial Officer	2024	506,415	13,926	1,563,738	—	342,701	20,150	2,446,931
	2023	482,300	14,469	—	—	312,530	19,800	829,099
	2022	455,000	13,650	1,919,356	—	295,750	18,300	2,702,056
Kristen M. Oelschlager Chief Operating Officer	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
	2022	455,000	13,650	1,919,356	—	295,750	18,300	2,702,056


			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 ($)
Name	Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)

Derek J. Maetzold	Cash Incentive	—	411,454	715,572	1,055,469	—	—	—	—	—
	Time-based RSUs	3/4/2024	—	—	—	—	—	—	124,437	2,641,798
	PSUs	3/4/2024	—	—	—	—	124,437	—	—	2,641,798
Frank Stokes	Cash Incentive	—	154,013	275,023	396,033	—	—	—	—	—
	Time-based RSUs	3/4/2024	—	—	—	—	—	—	48,744	1,034,835
	PSUs	3/4/2024	—	—	—	—	16,248	—	—	344,945
Tobin W. Juvenal	Cash Incentive	—	155,976	278,528	401,081	—	—	—	—	—
	Time-based RSUs	3/4/2024	—	—	—	—	—	—	5,543	1,172,809
	PSUs	3/4/2024	—	—	—	—	18,414	—	—	390,929
Kristen M. Oelschlager	Cash Incentive	—	155,976	278,528	401,081	—	—	—	—	—
	Time-based RSUs	3/4/2024	—	—	—	—	—	—	55,243	1,172,809
	PSUs	3/4/2024	—	—	—	—	18,414	—	—	390,929