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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
xPreliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-12
Twist Bioscience Corporation
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TWIST BIOSCIENCE CORPORATION
681 Gateway Boulevard
South San Francisco, California 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 5, 2025
You are cordially invited to attend an annual meeting of stockholders (the “Annual Meeting”) of Twist Bioscience Corporation (the “Company”) that will be held via live audiocast at www.virtualshareholdermeeting.com/TWST2025 on February 5, 2025 at 7:00 am Pacific Standard Time for the following purposes:
1.To elect three Class I directors of our Board of Directors to serve for the ensuing three years and until their successors are elected and qualified or until their earlier resignation or removal;
2.To approve, on a non-binding and advisory basis, a resolution approving the compensation of our Named Executive Officers, as described in the accompanying proxy statement under “Executive Compensation”;
3.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025;
4.To approve an amendment and restatement of the Company’s 2018 Equity Incentive Plan (the “EIP”) to increase the number of shares of common stock reserved for issuance of awards under the EIP by [_____] shares, eliminate the “evergreen” provision and make other amendments;
5.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 shares;
6.To approve an amendment to the Charter to provide for officer exculpation; and
7.To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
You can find more information about each of these items, including the nominees for directors, in the proxy statement accompanying this notice. The record date for the Annual Meeting is December 27, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment thereof. This notice of annual meeting of stockholders and accompanying proxy statement and form of proxy are first being mailed to stockholders on or about January 6, 2025.
The Board of Directors recommends that you vote in favor of each of the nominees for director (proposal 1) and in favor of proposals 2 through 6, each as named or outlined in the proxy statement accompanying this notice.
Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the internet. The proxy statement and our 2024 Annual Report to stockholders (the “2024 Annual Report”) are available at www.proxyvote.com.
You are cordially invited to attend the Annual Meeting via live audiocast. Whether or not you expect to virtually attend the Annual Meeting, please vote on the matters to be considered as promptly as possible in order to ensure your representation at the meeting. You may vote via the internet, by telephone or by returning the enclosed proxy card. Even if you have voted by proxy, you may still vote via live audiocast if you virtually attend the Annual Meeting. by going to www.virtualshareholdermeeting.com/TWST2025 and logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the Annual Meeting, you may vote and ask questions by following the instructions available on the meeting website. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
You are encouraged to log in to this website before the Annual Meeting begins. Online check-in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meeting through the meeting website, please call the support team at the numbers listed on the website log-in screen.

By order of the Board of Directors,
Emily.jpg
Emily M. Leproust, Ph.D.
Chief Executive Officer
South San Francisco, California
January 6, 2025
* YOUR VOTE IS IMPORTANT SO PLEASE ACT TODAY! *
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF TWIST BIOSCIENCE CORPORATION TO BE HELD ON FEBRUARY 5, 2025
PROXY MATERIALS, INCLUDING OUR 2024 ANNUAL REPORT, ARE AVAILABLE AT WWW.PROXYVOTE.COM. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIA LIVE AUDIOCAST, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING VIA LIVE AUDIOCAST, YOU MAY REVOKE YOUR PROXY AND VOTE VIRTUALLY. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM YOUR ACCOUNT MANAGER TO VOTE YOUR SHARES.

TABLE OF CONTENTS
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TWIST BIOSCIENCE CORPORATION
681 Gateway Boulevard
South San Francisco, California 94080
PROXY STATEMENT FOR THE
2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 7:00 AM PACIFIC STANDARD TIME ON FEBRUARY 5, 2025
The board of directors (the “Board”) of Twist Bioscience Corporation, a Delaware corporation (the “Company,” “Twist,” “we,” “us” and “our”), is soliciting your proxy to vote at the 2025 annual meeting of stockholders (the “Annual Meeting”) of the Company to be held exclusively via live audiocast at www.virtualshareholdermeeting.com/TWST2025 on February 5, 2025, at 7:00 am Pacific Standard Time, including at any adjournment(s) or postponement(s) of the Annual Meeting.
You are encouraged to log in to the website above before the Annual Meeting begins. Online check-in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meeting through the meeting website, please call the support team at the numbers listed on the website log-in screen.
We mailed copies of the proxy materials, which include this proxy statement, a proxy card and our 2024 Annual Report, to stockholders beginning on or about January 6, 2025. You do not need to attend the Annual Meeting via live audiocast to vote your shares. Instead, you may simply vote your shares by proxy via the internet, by telephone or by completing, signing and returning the enclosed proxy card.
QUESTIONS AND ANSWERS
Why have I received these materials? The Board is soliciting proxies to vote at the Annual Meeting to be held on February 5, 2025 at 7:00 am Pacific Standard Time. You are receiving this proxy statement and proxy card from us because you owned shares of our common stock on December 27, 2024, which we refer to as the record date. As a stockholder of record as of the record date, you are invited to attend the Annual Meeting, and we request that you vote on the proposals described in this proxy statement either by proxy via the internet or by telephone, by completing, signing and returning the enclosed proxy card or by voting at the Annual Meeting.
How do I attend the Annual Meeting? The Annual Meeting will be held on February 5, 2025 at 7:00 am Pacific Standard Time exclusively via live audiocast at www.virtualshareholdermeeting.com/TWST2025. You may attend the meeting virtually by logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the Annual Meeting, you may vote and ask questions by following the instructions available on the meeting website. You are encouraged to log in to this website before the Annual Meeting begins. Online check-in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meeting through the meeting website, please call the support team at the numbers listed on the website log-in screen.
Who may vote? You are entitled to vote if our records show that you held one or more shares of the Company’s common stock at the close of business on December 27, 2024, the record date. At that time, there were [•] shares of common stock outstanding and entitled to vote, and approximately [•] holders of record. Each share entitles you to one vote at the Annual Meeting.
What is the difference between holding shares as a stockholder of record and as a beneficial owner? If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, a “stockholder of record.”
You are a “beneficial owner” if at the close of business on the record date your shares were held by a broker, bank, trustee or nominee (collectively referred to as a “broker”) and not in your name. Being a beneficial owner means that your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker how to vote your shares by following the voting instructions your broker provides. If you do not provide your broker with instructions on how to vote your shares, your broker will not be able to vote your shares with respect to any of the proposals, except for routine proposals as described below.
1
What am I voting on? There are six matters scheduled for a vote and for which we are soliciting your proxy:
1.The election of three Class I directors to serve on our Board for the ensuing three years and until their successors are elected and qualified or until their earlier resignation or removal;
2.A non-binding and advisory resolution approving the compensation of our Named Executive Officers, as described in this proxy statement under “Executive Compensation”;
3.The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for our fiscal year ending September 30, 2025;
4.Approval of an amendment and restatement of the Company’s 2018 Equity Incentive Plan (the “EIP”) to increase the number of shares of common stock reserved for issuance of awards under the EIP by [_____] shares, eliminate the “evergreen” provision and make other amendments;
5.Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 shares; and
6.Approval of an amendment to the Charter to provide for officer exculpation.
You may either vote “FOR” all the nominees to the Board or you may “WITHHOLD” your vote for any nominee(s) you specify. You may vote “FOR” or “AGAINST” proposals 2 through 6 or abstain from voting.
The Board recommends a vote “FOR” each nominee for director (proposal 1) and “FOR” proposals 2 through 6.
How do I vote if I am a stockholder of record? If you were a holder of record of our common stock on December 27, 2024, the record date for the Annual Meeting, you may use the following methods to vote your shares at the Annual Meeting:
•By Mail. You may vote by completing, signing, dating and returning your paper proxy in the accompanying postage prepaid envelope. Please allow sufficient time for us to receive your proxy card if you decide to vote by mail.
•By Telephone. You can vote your shares via telephone by calling the phone number on the proxy card and then following the voice instructions. Have your proxy card available for the 16-digit control number needed to vote. If you vote by telephone, you do not need to mail a proxy card.
•Via the Internet. You can vote your shares via the internet by following the instructions in the enclosed proxy card. Have your proxy card available for the 16-digit control number needed to vote. The internet voting procedures are designed to authenticate your identity and to allow you to vote your shares and confirm your voting instructions have been properly recorded. If you vote via the internet, you do not need to mail a proxy card.
•Virtually at the Annual Meeting. If you virtually attend the meeting, you may vote by going to www.virtualshareholdermeeting.com/TWST2025 and logging in using the 16-digit control number found on your proxy card or voting instruction form. Once you are admitted as a stockholder to the Annual Meeting, which will be held as a live audio webcast, you may vote and ask questions by following the instructions available on the meeting website. You are encouraged to log in to this website before the Annual Meeting begins. Online check-in will be available approximately 15 minutes before the meeting starts. If you encounter any difficulties accessing or participating in the Annual Meeting through the meeting website, please call the support team at the numbers listed on the website log-in screen.
Votes submitted by telephone or through the internet must be received by 11:59 p.m. Eastern Time, on February 4, 2025 and by 11:59 p.m. Eastern Time, on February 3, 2025 for shares held in the Company’s 401(k) plan. Submitting your proxy, whether by telephone, through the internet, or by mail will not affect your right to vote in person should you decide to attend and participate in the meeting virtually.
How do I vote if I hold my shares in street name? If on the record date of December 27, 2024, your shares were held in a stock brokerage account or by a bank or other stockholder of record, you may use the following methods to vote your shares at the Annual Meeting:
•By Mail, Telephone or via the Internet. You should receive instructions from your broker explaining how to vote your shares by mail, telephone or via the internet. If you wish to vote your shares by mail, telephone or via the internet, you should follow those instructions.
2
•Virtually at the Annual Meeting. If you attend the meeting virtually, you will need to follow the instructions included on your broker-provided notice or proxy card.
If you do not provide voting instructions with your proxy, your broker with whom your shares are held will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters but do not have discretion to vote on non-routine matters. For example, if you do not provide voting instructions to your broker, the broker could vote your shares for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025 (proposal 3) and an amendment to our Charter to increase the number of authorized shares of common stock we may issue (proposal 5) because those proposals are deemed to be routine matters, but the broker could not vote your shares for proposal 1, the election of the Class I directors, or proposals 2, 4 and 6, as those proposals are considered to be non-routine.
If you do not provide voting instructions to your broker and the broker has delivered a proxy card indicating that it does not have discretionary authority to vote on a particular proposal, your shares will be considered as “broker non-votes” with regard to that proposal. Broker non-votes will be counted for the purpose of determining the existence of a quorum but generally will not be considered as entitled to vote with respect to that proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote (proposals 1, 2, 3, 4 and 5). However, broker non-votes will have the effect of a vote “against” proposal 6 which requires approval by two-thirds of all outstanding shares of common stock.
How are votes counted? Votes will be counted by the inspector of election appointed by the Board for the meeting, who will separately count “FOR” and “WITHHOLD” votes and any broker non-votes for the election of directors. Broker non-votes will not count for or against any nominees.
With respect to proposals 2 through 6 below, the inspector of election will separately count “FOR,” “AGAINST” or “ABSTAIN” votes. Abstentions and broker non-votes will have no effect and will not be counted towards the vote totals for proposals 2, 3 4 and 5. For proposal 6, an “ABSTAIN” or a broker non-vote will count as a vote against those proposals.
How many votes are needed to approve each of the proposals? Provided that a quorum is present, approval of the proposals described in this proxy statement will require the following affirmative votes (among votes properly cast virtually or by proxy):
•Proposal 1 — Election of our three nominees as Class I directors. The three nominees receiving the most “FOR” votes will be elected.
•Proposal 2 — Non-binding and advisory resolution approving the compensation of our Named Executive Officers, as described in this proxy statement under “Executive Compensation.” This proposal will be approved if the holders of a majority of the total votes cast either affirmatively or negatively vote “FOR” the proposal.
•Proposal 3 — Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the Company for our fiscal year ending September 30, 2024. This proposal will be approved if the holders of a majority of the total votes cast either affirmatively or negatively vote “FOR” the proposal.
•Proposal 4 — Approval of an amendment and restatement of the Company’s 2018 Equity Incentive Plan (the “EIP”) to increase the number of shares of common stock reserved for issuance of awards under the EIP by [_____] shares, eliminate the “evergreen” provision and make other amendments. This proposal will be approved if the holders of a majority of the total votes cast either affirmatively or negatively vote “FOR” the proposal.
•Proposal 5 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 shares. This proposal will be approved if the holders of a majority of the total votes cast either affirmatively or negatively vote “FOR” the proposal
•Proposal 6 — Approval of an amendment to the Charter to provide for officer exculpation. This proposal will be approved if the holders of two-thirds of shares outstanding vote “FOR” the proposal.
A summary of the voting provisions, provided a valid quorum is present or represented at the Annual Meeting, for the matters described in “What am I voting on?”, “How are votes counted?” and “How many votes are needed to approve each of the proposals?” is as follows:
3
Proposal
No. 		Vote
Board
Recommendation
Routine or
Non-Routine
Discretionary
Voting by
Broker
Permitted?
Vote Required
for Approval
Impact of
Abstentions
Impact of
Broker Non-
Votes
1Election of Director Nominees FOR Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you if you do not provide instructions to your broker. No Plurality No impact No impact
2Non-binding and advisory resolution approving the compensation of our Named Executive Officers FOR Non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you if you do not provide instructions to your broker. No Majority of votes cast affirmatively or negatively vote “FOR” the proposalNo impact No impact
3Ratification of independent registered public accounting firm FOR Routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you. Yes Majority of votes cast affirmatively or negatively vote “FOR” the proposalNo impact No impact
4
Amendment and restatement of the Company’s 2018 Equity Incentive Plan (the “EIP”) to increase the number of shares of common stock reserved for issuance, eliminate the “evergreen” provision and make other amendments
FORNon-routine, thus if you hold your shares in street name, your broker may not vote your shares for you if you do not provide instructions to your brokerNoMajority of votes cast affirmatively or negatively vote “FOR” the proposal No impactNo impact
5Amendment to the Charter to increase the number of shares of common stock of the Company authorized thereunder by an additional 100,000,000 sharesFORRoutine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.
Yes
Majority of votes cast affirmatively or negatively vote “FOR” the proposalNo impactNo impact
6Amendment to the Charter to provide for officer exculpationFORNon-routine, thus if you hold your shares in street name, your broker may not vote your shares for you if you do not provide instructions to your brokerNoTwo-thirds of outstanding shares vote “FOR” the proposalAgainst the proposalAgainst the proposal
4
How will the Company representative proxy holders vote for me? Emily M. Leproust, Ph.D., our CEO, and Dennis Cho, our Chief Legal Officer and Corporate Secretary, or anyone else that they choose as their substitutes, have been appointed by the Board as proxy holders to vote in your place as your proxies at the Annual Meeting. The proxy holders will vote your shares as you instruct them. If you sign, date and return the enclosed proxy card and do not indicate how you want your shares voted, the proxy holders will vote as our Board recommends. If there is an interruption or adjournment of the Annual Meeting before the agenda is completed, the proxy holders may still vote your shares when the meeting resumes. If a broker holds your common stock, they will ask you for instructions and instruct the proxy holders to vote the shares held by them in accordance with your instructions.
Can I change my vote after I have returned my proxy card? Yes. After you have submitted a proxy, you may change your vote at any time before the proxy is exercised by submitting a notice of revocation or a proxy bearing a later date. You may change your vote by voting again by telephone or the Internet or submitting a proxy card by mail or by voting virtually at the Annual Meeting. The later submitted vote will be recorded and the earlier vote revoked. You also may revoke your proxy by sending a written notice of revocation to Twist Bioscience Corporation, 681 Gateway Boulevard, South San Francisco, California 94080, Attention: Corporate Secretary. The revocation must be received prior to the Annual Meeting. If your shares are held by your broker, you should follow the instructions provided by your broker.
What constitutes a quorum for purposes of the Annual Meeting? To carry on business at the Annual Meeting, we must have a quorum. A quorum is present when a majority of the shares entitled to vote, as of the record date, are represented virtually or by proxy. Based on the number of shares of our common stock outstanding as of the record date, [•] shares of our common stock must be represented virtually or by proxy at the Annual Meeting to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you vote virtually at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is not a quorum at the Annual Meeting, our stockholders may adjourn the meeting.
Who pays for this solicitation? Twist will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners. In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person, virtually or by telephone. None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses. We do not expect to, but have the option to, retain a proxy solicitor.
What does it mean if I receive multiple proxy cards? If you receive more than one proxy card, it means that your shares are registered in more than one name or are registered in different accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.
What happens when two stockholders share the same address? We may satisfy the Securities and Exchange Commission (“SEC”) rules regarding delivery of proxy statements by delivering a single proxy statement to an address shared by two or more of our stockholders. This delivery method is known as “householding” and can result in meaningful cost savings for us. To take advantage of this opportunity, we may deliver only one proxy statement to multiple stockholders who share an address, unless contrary instructions are received prior to the mailing date. Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may write us at Twist Bioscience Corporation, 681 Gateway Boulevard, South San Francisco, California 94080, Attention: Corporate Secretary or call us at (800) 719-0671 to request delivery of a single copy of these materials in the future. We undertake to deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of these documents was delivered. If you hold stock as a record stockholder and prefer to receive separate copies of a proxy statement either now or in the future, please contact us.
What happens if other business not discussed in this proxy statement comes before the meeting? The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. If other business comes before the meeting and is proper under Delaware law, the proxy holders will use their discretion in casting all of the votes that they are entitled to cast.
How can I find out the results of the voting at the Annual Meeting? We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting.
When are stockholder proposals due for next year’s annual meeting of the stockholders? Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the requirements of our bylaws and the rules established by the SEC.
Under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for our 2025 annual meeting of stockholders, we must receive the proposal at our executive
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offices at 681 Gateway Boulevard, South San Francisco, California 94080 Attention: Corporate Secretary by September 8, 2025.
Under our bylaws, a stockholder who wishes to present a proposal, including director nominations, before an annual meeting of stockholders but does not intend for the proposal to be included in our proxy statement must provide notice of its proposal not earlier than October 8, 2025 and not later than November 7, 2025. In the event that we hold our 2026 annual meeting of stockholders more than 30 days before or after the one-year anniversary of the Annual Meeting, the deadline will instead be the later of the close of business on the 90th day prior to such annual meeting or the close of business on the 10th day following the first public disclosure of the 2026 annual meeting date. The notice and proposal should be addressed to the attention of our Chief Legal Officer at our executive offices at 681 Gateway Boulevard, South San Francisco, California 94080 Attention: Corporate Secretary, and we suggest that it be sent by certified mail, return receipt requested.
In addition, stockholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must also comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.
Any proposal that you submit must comply with our bylaws and SEC rules.
Whom can I contact for further information?
If you would like additional copies, without charge, of this proxy statement and other proxy materials for the Annual Meeting or proxy materials for future stockholder meetings, please contact our Investor Relations team at corporatesecretary@twistbioscience.com. If you have any questions about the Annual Meeting, the proposals, or the procedures for voting your shares, you should contact our Chief Legal Officer, Dennis Cho, at corporatesecretary@twistbioscience.com.
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PROPOSAL 1 — ELECTION OF DIRECTORS
Our Board is divided into three classes with staggered three-year terms as provided in our Charter and bylaws. The total number of authorized directors will be fixed at seven directors, effective as of the date of the Annual Meeting. The terms of our Class I directors will expire at the annual meeting of stockholders to be held in 2028.
The Company is proposing three nominees for Class I director at the Annual Meeting: Nelson Chan, Robert Ragusa and Melissa A. Starovasnik, Ph.D. Xiaoying Mai’s term will expire at the Annual Meeting and she will cease to serve as a director following the Annual Meeting. Stockholders cannot submit proxies voting for a greater number of persons than the three nominees named in this Proposal 1. Each director to be elected will hold office until the annual meeting of stockholders to be held in 2028 and until her or his successor is elected and qualified or until the director’s death, retirement, resignation or removal. Each nominee is currently a director of the Company and has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.
There are no family relationships between any of our directors, nominees or executive officers. There are also no arrangements or understandings between any director, nominee or executive officer and any other person pursuant to which he or she has been or will be selected as a director and/or executive officer.
Nominees for Class I Directors
Name Age Class Position
Nelson Chan63I
Director, Audit and Risk Committee Member and Nominating and Corporate Governance Committee Member, Lead Director for Corporate Responsibility
Robert Ragusa65IDirector, Audit and Risk Committee Member and Compensation Committee Member
Melissa A. Starovasnik, Ph.D.
59IDirector and Compensation Committee Chair
Nelson C. Chan, age 63, has served on our Board since May 2019. From 2006 until 2008, Mr. Chan served as Chief Executive Officer of Magellan Navigation, Inc., a leader in the consumer, survey, GIS and OEM GPS navigation and positioning markets. From 1992 through 2006, Mr. Chan held various senior management positions at SanDisk Corporation, a leader in flash memory cards, including most recently as Executive Vice President and General Manager, Consumer Business. From 1983 to 1992, he held marketing and engineering positions at Chip and Technologies, Signetics, and Delco Electronics. Mr. Chan is Chairman of the Board of Synaptics Incorporated, a developer of custom-designed human interface solutions and a member of its Audit Committee and Nominating and Corporate Governance Committee. Mr. Chan is also a director and a member of the Audit Committee and Nominating and Corporate Governance Committee of Deckers Outdoor Corporation as well as a director and member of the Nominating and Corporate Governance Committee of GCT Semiconductor. He served as Chairman of the board of Adesto Technologies Corporation from 2010 until it was acquired in 2020 by Dialog Semiconductor PLC, and as a member of the board of Affymetrix Inc. from March 2010 to March 2016 until it was acquired by Thermo Fisher Scientific Inc. Mr. Chan was Chairman of the board of Outerwall Inc. from June 2013 to September 2016 and served on the board from June 2011 to June 2013 until it was acquired by Apollo Global Management. He was a director of Socket Mobile from 2016 until 2019, and as a director of Silicon Laboratories, Inc. from 2007 until 2010. Mr. Chan also currently serves as a member of the board of several privately-held companies. Mr. Chan holds a B.S. degree in electrical and computer engineering from the University of California at Santa Barbara and a M.B.A. from Santa Clara University.
Our Board believes that Mr. Chan’s past experience as the Chief Executive Officer of Magellan, his senior management positions with other leading companies, his experience with Corporate Responsibility initiatives, risk management and commercial operations, and his service as a director and audit committee member of multiple public and private companies provide the requisite qualifications, skills, perspectives, and experiences that qualify him to serve on our Board and as our lead Corporate Responsibility director.
Robert Ragusa, age 65, has served on our Board since November 2016. Mr. Ragusa is currently the Chief Executive Officer of GRAIL, LLC. (“GRAIL”), a healthcare company focused on early detection of multiple cancers, which was acquired by Illumina, Inc. in August 2021 and spun out as a public company in June 2024. He has been the Chief Executive Officer of GRAIL since October 2021. Mr. Ragusa served as the Chief Operating Officer of Illumina, Inc., a publicly traded corporation providing sequencing and array-based solutions for genetic and genomic analysis from December 2013 to October 2021. Prior to joining Illumina, Inc., from April 2010 to November 2013, Mr. Ragusa was Executive Vice President, Global Operations and Service at Accuray Incorporated, a radiation oncology company that develops,
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manufactures, sells and supports cancer treatment solutions. Mr. Ragusa holds a B.S. in Biomedical and Electrical Engineering and an M.B.A. from the University of Connecticut, and an M.S. in Biomedical and Electrical Engineering from Carnegie-Mellon University.
Our Board believes that Mr. Ragusa brings extensive experience with important ecosystem partners and managing operations of large public companies, and this, in addition to his education in biotechnology, finance and management, qualifies him to serve as one of our directors.
Melissa A. Starovasnik, Ph.D. age 59, has served on our Board since August 2021. Prior to joining our Board, Dr. Starovasnik served as Senior Scientific Advisor, Research at Genentech, Inc. (“Genentech”) from 2017 to 2021 and brings nearly three decades of experience in protein and antibody drug discovery and development. From 1993 to 2017, Dr. Starovasnik served at Genentech in roles of increasing responsibility and was an integral member of the research leadership team. As Vice President, Protein Sciences and Head of Large Molecule Drug Discovery from 2011 to 2017, she was responsible for protein and antibody therapeutics discovery, overseeing an organization of nearly 200 employees. Dr. Starovasnik holds a B.S. in Chemistry and a Ph.D. in Biochemistry from the University of Washington. She also currently serves as a Scientific Advisory Board Member for a variety of biotechnology companies, including Aarvik Therapeutics Inc., Abiologics, Adaxion, Denali Therapeutics Inc., Expansion Therapeutics, and Medium Biosciences, among other advisory roles.
Our Board believes that Dr. Starovasnik’s extensive experience in the biotechnology industry and significant leadership experience qualify her to serve as one of our directors.
Continuing Directors
Name Age
Class(1)
Position
Keith Crandell64IIDirector, Compensation Committee Member and Nominating and Corporate Governance Committee Member
Jan Johannessen68IIDirector, Audit and Risk Committee Chair and Nominating and Corporate Governance Committee Member
Emily M. Leproust, Ph.D.
51IIIChief Executive Officer and Board Chair
Robert Chess67IIICompensation Committee Member, Nominating and Corporate Governance Committee Chair and Lead Independent Director
__________________
(1)The terms of Class I directors will expire at the 2028 annual meeting. The terms of Class II directors will expire at the 2026 annual meeting. The terms of Class III directors will expire at the 2027 annual meeting.
Emily M. Leproust, Ph.D., age 51, has served as our Chief Executive Officer and a member of our Board since April 2013, our President from April 2013 to October 2022 and Chair of our Board since October 2018. Prior to co-founding Twist, Dr. Leproust served in various positions at Agilent, most recently as its Director, Applications and Chemistry R&D from February 2009 to April 2013. In addition, Dr. Leproust has served on GeneDx Holdings Corp.’s (formerly known as Sema4 Holdings Corp.) Board of Directors since September 2020. Dr. Leproust holds a M.Sc. in Industrial Chemistry from the Lyon School of Industrial Chemistry and a Ph.D. in Organic Chemistry from the University of Houston.
Our Board believes that Dr. Leproust is qualified to serve as a director because of her operational and historical expertise gained from serving as our President (until October 2022) and Chief Executive Officer, and her extensive professional and educational experience in the biotechnology industry.
Robert Chess, age 67, has served on our Board since July 2014, and he was appointed as lead independent director effective as of October 30, 2018. Mr. Chess is Chairman of the Board of Directors of Nektar Therapeutics, a publicly traded therapeutics company. He has served on the Board of Nektar Therapeutics as either Chief Executive Officer and/or Chairman since 1992 and has held the Chairman position since 1999. Mr. Chess is also currently a director of two private companies. Mr. Chess currently serves as a lecturer at the Stanford Graduate School of Business, a position he has held since 2004. Mr. Chess holds a B.S. in Engineering with Honors from the California Institute of Technology and an M.B.A. from Harvard University.
Our Board believes that Mr. Chess brings extensive board and executive experience managing the operations of biotechnology companies, and his service on a number of public company boards provides important industry and corporate governance experience, which qualifies him to serve as one of our directors.
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Keith Crandell, age 64, has served on our Board since October 2013. Mr. Crandell is a Managing Director of ARCH Venture Management, L.P., and its predecessor, a venture capital firm focused on early-stage technology companies, since 1986. Mr. Crandell is a director of several private companies and also serves on the Board of Directors of 908 Devices Inc., a publicly traded company focused on point-of-need chemical and biomolecular analysis devices. Previously, Mr. Crandell served as a director for Quanterix Corp., a life sciences company, from 2007 to June 2023 and DA32 Life Science Tech Acquisition Corp., a special purpose acquisition company, from July 2021 to latter half of 2023. Mr. Crandell holds a B.S. in Chemistry and Mathematics from St. Lawrence University, an M.S. in Chemistry from the University of Texas, Arlington, and an M.B.A. from the University of Chicago.
Our Board believes that Mr. Crandell brings extensive experience in the technology, life sciences and biotechnology industries and that his service on a number of boards provides an important perspective on operations, finance and corporate governance matters, which qualifies him to serve as one of our directors.
Jan Johannessen, age 68, has served on our Board since October 2018. Mr. Johannessen currently serves as an advisor to iGlobe Partners, a venture capital company. Mr. Johannessen served as Chief Operating Officer and Secretary at Conexant Systems, LLC, a semiconductor company, from May 2013 to August 2017 and also served as its Chief Financial Officer from May 2013 to May 2016 and as its Chief Executive Officer from May 2016 to August 2017. Mr. Johannessen served as Chief Financial Officer and Secretary at REC Silicon ASA, a company listed on the Oslo stock exchange from August 2008 to May 2013. He served as Interim Chief Executive Officer and President at Lattice Semiconductor Corporation, a publicly traded company, from May 2008 to August 2008 and as Chief Financial Officer and Secretary at Lattice Semiconductor Corporation from December 2003 to May 2008. Mr. Johannessen holds a B.S. in Business from the University of Houston, and an M.B.A. in International Business from Arizona State University.
Our Board believes that Mr. Johannessen brings extensive executive experience in the technology industry and financial and accounting expertise, which qualifies him to serve as one of our directors.
Director Compensation
Name
Fees Earned
or Paid in
Cash ($)
Stock
Awards(1)
($)
Option
Awards(2)
($)
All Other
Compensation
Total ($)
Nelson C. Chan70,000 214,981 
(3)
— — 284,981 
Robert Chess92,500 214,981 
(3)
— — 307,481 
Keith Crandell57,500 214,981 
(3)
— — 272,481 
Jan Johannessen70,000 214,981 
(3)
— — 284,981 
Xiaoying Mai55,000 214,981 
(3)
— — 269,981 
Robert Ragusa62,500 214,981 
(3)
— — 277,481 
Melissa A. Starovasnik, Ph.D.62,500 214,981 
(3)
— — 277,481 
__________________
(1)The amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of restricted stock units granted during the fiscal year ended September 30, 2024 as determined in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). These amounts reflect our accounting expense for these restricted stock units and do not represent the actual economic value that may be realized by each non-employee director. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
(2)None of our non-employee directors received options during the fiscal year ended September 30, 2024. As of September 30, 2024, the aggregate number of shares of Twist common stock underlying outstanding option awards for each non-employee director was: Mr. Chan: 38,396; Mr. Chess: 58,379; Mr. Crandell: 22,858; Mr. Johannessen: 45,162; Ms. Mai: 22,858; Mr. Ragusa: 12,270; and Dr. Starovasnik: 2,739.
(3)This represents the grant date aggregate fair value of 5,815 restricted stock units (“RSUs”) granted on February 6, 2024, 100% of which vest on the earlier of (i) the one-year anniversary of the date of the grant or (ii) the date of the Company’s first annual meeting of stockholders following the date of the grant each subject to the non-employee
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director’s continuous service through the vesting date. As of September 30, 2024, there were 5,815 shares of Twist common stock underlying outstanding RSUs for each of our non-employee directors.
Our non-employee director compensation policy is designed to provide the appropriate amount and form of compensation to our non-employee directors. We pay our non-employee directors a cash retainer for service on the Board and an additional cash retainer for service on each committee on which the director is a member, payable quarterly in arrears. The chair of each committee receives higher retainers for such service.
The fees paid to a non-employee director for service on the Board and for service on each committee of the Board on which the director is a member is set forth below.
Member
Annual
Retainer
Chair or
Lead
Director
Annual
Retainer
Board of Directors
$45,000 $75,000 
Audit Committee
10,00020,000
Compensation Committee
7,50017,500
Nominating and Corporate Governance Committee
5,00010,000
Corporate Responsibility
—10,000 
In addition, each non-employee director elected to our Board will, upon the date of his or her initial election or appointment to be a non-employee director, be granted an equity award value of $395,000, which will be in the form of restricted stock units. One-third of the shares subject to such initial RSU award will vest on each anniversary of the date of grant, subject to the director providing service through each vesting date. Further, at the close of business on the date of each annual stockholder meeting, each person who is currently a non-employee director will be granted additional equity awards using an aggregate cash value target of $240,000, which will be in the form of restricted stock units. 100% of the shares subject to such annual RSU grant will vest in full on the earlier of the one-year anniversary of the grant date or the next annual stockholder meeting, subject to the director providing service through the vesting date. All RSU awards to non-employee directors are made pursuant to the Company’s 2018 Equity Incentive Plan or any successor equity incentive plan. Notwithstanding the foregoing vesting schedules, if such director remains a service provider until immediately prior to the closing of a “change in control” (as defined in the applicable equity plan), the shares subject to his or her then-outstanding RSU award that was granted pursuant to the non-employee director compensation policy will become fully vested immediately prior to the closing of the change in control.
We will also continue to reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our board of director and committee meetings.
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Board Diversity
Board Diversity Matrix (As of December 31, 2024)
8 total number of directors
Total Number of DirectorsFemaleMaleNon-Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors35——
Part II: Demographic Background
African American or Black————
Alaskan Native or Native American————
Asian11——
Hispanic or Latino————
Native Hawaiian or Pacific Islander————
White24——
Two or More Races or Ethnicities————
LGBTQ+1———
Did Not Disclose Demographic Background————
Our Board adopted a Board Diversity Policy in February 2022 that can be viewed on the Investor Relations section of our website at investors.twistbioscience.com/governance/governance-highlights.
Required Vote
The three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for such nominee will instead be voted for the election of a substitute nominee proposed by our Board and the nominating and corporate governance committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE NAMED IN PROPOSAL 1.
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CORPORATE GOVERNANCE
Board Composition
Our Board is currently comprised of eight members. Our amended and restated bylaws permit our Board to establish by resolution the authorized number of directors, and as of the date of the Annual Meeting, seven directors will be authorized, six of whom qualify as “independent” under the listing standards of the Nasdaq Stock Market. Our Board has appointed Dr. Leproust to serve as Chair of our Board, Mr. Chess to serve as our lead independent director and Mr. Chan to serve as our lead director for Corporate Responsibility.
Our Board is divided into three classes, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes of directors continuing for the remainder of their respective three-year terms.
Our directors are divided among the three classes as follows:
•the Class I directors are currently Messrs. Chan and Ragusa, Ms. Mai and Dr. Starovasnik and their terms will expire at the annual meeting of stockholders to be held in 2025. Ms. Mai’s term will expire at the Annual Meeting and she will cease to serve as a director following the Annual Meeting;
•the Class II directors are currently Messrs. Crandell and Johannessen, and their terms will expire at the annual meeting of stockholders to be held in 2026; and
•the Class III directors are currently Dr. Leproust and Mr. Chess, and their terms will expire at the annual meeting of stockholders to be held in 2027.
We continuously evaluate our director skill set and expertise for alignment with our strategic objectives. Our directors bring extensive expertise in areas that are important to Twist’s strategy, execution and long-term success. In addition, we strive to create and maintain a diverse board as we respect the value that diverse life experiences bring to our Board and leadership.
Director
Director Skills and Expertise
Nelson C. Chan
Robert Chess
Keith Crandell
Jan Johannessen
Emily M. Leproust, Ph.D.
Robert Ragusa
Melissa A. Starovasnik, Ph.D.
Public Company Board/CEO
√√√√
Finance Expert
√√√√
Global Commercial Operations
√√√√
Risk Oversight
√√√√√√√
Strategic Planning
√√√√√√√
Technology Innovation
√√√√√√√
Talent Management
√√√√√√√
Executive Leadership
√√√√√√√
Corporate Governance and Sustainability
√√√√√
Science Research and Development
√√√√√√√
Board and Committee Meetings
Our Board held four meetings during the fiscal year ended September 30, 2024. The number of meetings held by each of the standing committees of our Board are provided below.
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Board and Committee Meeting Attendance
Our Board has adopted a Directors Attendance Policy, which strongly encourages directors to attend each meeting of the Board and meetings of committees of the board on which they serve in person, by telephone conference or by other means. During Fiscal 2024, each member of our Board attended at least 75% of the aggregate of the meetings of the Board and the committees on which he or she served. All of the then-serving Board members attended our 2024 Annual Meeting.
Director Independence
Our Board has undertaken a review of its composition, the composition of its committees, and the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based on information provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board has determined that each of Messrs. Chan, Chess, Crandell, Johannessen and Ragusa, Ms. Mai and Dr. Starovasnik do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing standards of the Nasdaq Stock Market. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described above in this section.
Proxy Access
In 2022, our Board amended our bylaws to permit a stockholder, or group of up to 20 stockholders, owning in the aggregate at least 3% of our outstanding common stock continuously for at least three years and who continue to own such minimum shares through the date of the Annual Meeting, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the board of directors, provided that the nominating holders and the nominees satisfy the requirements specified in the bylaws, including providing us with advance notice of the nomination.
Leadership Structure
Currently, Dr. Leproust serves as both CEO and Board Chair, and Mr. Chess serves as Lead Independent Director. Mr. Chess has deep experience as an executive and director, and possesses the necessary authority as Independent Lead Director to enable our Board to provide strong, independent oversight through regular executive sessions. Our nominating and corporate governance committee periodically reviews our leadership structure and provides its recommendation to the Board. The Board has determined that the unified Chair and CEO role, combined with the experienced Lead Independent Director, effectively represents stockholder interests, facilitates communication between the Board and management on critical business matters, and positions the Company well to implement its business strategy.
Communications with the Board of Directors
Stockholders and other interested parties may communicate with our Board of Directors as a whole, the Chair of the Board, Lead Independent Director or the independent directors as a group, by writing to our Board of Directors c/o Corporate Secretary, Dennis Cho, Twist Bioscience Corporation, 681 Gateway Boulevard, South San Francisco, California 94080. All mail received will be opened and communications that relate to matters that are within the scope of the responsibilities of our Board of Directors will be forwarded to the Chair of the Board, the Lead Independent Director or the independent directors as a group, as applicable. If the correspondence is addressed to our Board of Directors, the Chair of the Board will share it with the other board members if the Chair determines it is appropriate for our Board of Directors to review such correspondence.
Risk Oversight

Our Board and its committees administer their risk oversight responsibilities with support from our executive team.

Executive team. Our executive team has responsibility for the day-to-day management of the risks faced by the Company and for designing and implementing the Company’s system of internal financial and business controls. Company management supports the Board by preparing information and reports about areas of material risk to the Company, its business and its industry. Additionally, the executive team plays a key role in setting the appropriate tone for ethical behavior and risk tolerance for the Company.
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Board of Directors. Our Board exercises its responsibility for the oversight of enterprise risk management both directly and through its committees. Through its oversight of the Company’s strategic goals, the Board monitors the risks associated with our business and how the executive team manages and mitigates these risks. Together with the executive team, the Board plays a key role in setting the appropriate tone for ethical behavior and risk tolerance. Board committees have oversight over specific areas of risk as described below.
•Our audit and risk committee focuses on financial, legal and compliance risks and has primary responsibility for cybersecurity and information security policies and practices. The committee periodically reviews with management any regulatory developments that could impact the Company.
•Our compensation committee has primary oversight over risks associated with our compensation plans and practices and retention of talent, and with our nominating and corporate governance committee, the Company’s succession planning. Annually, the committee reviews the Company’s compensation program risk assessment.
•Our nominating and corporate governance committee has primary risk oversight over our Board composition, leadership structure and performance, our sustainability and Corporate Responsibility efforts and, with our compensation committee, the Company’s succession planning. Annually, the committee reviews with the Board, the appropriate mix of characteristics, experience and skills for our Company.
Committees of the Board
Our Board has an audit and risk committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below.
Audit and Risk Committee
Our audit and risk committee is currently comprised of Messrs. Chan, Johannessen and Ragusa and Ms. Mai, each of whom is a non-employee member of our Board, with Mr. Johannessen serving as audit and risk committee chair. Following the Annual Meeting, the audit and risk committee will be comprised of Messrs. Chan, Johannessen and Ragusa. Our Board has determined that each of the members of our audit and risk committee satisfies the requirements for independence and financial literacy under the current listing standards of the Nasdaq Stock Market and SEC rules and regulations, including Rule 10A-3. Our Board has also determined that individually, both Messrs. Chan and Johannessen are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K of the Securities Act. This designation is a disclosure requirement of the SEC and does not impose upon Messrs. Chan and Johannessen any duties, obligations, or liabilities greater than that which would otherwise be imposed by virtue of their membership on the board or the audit and risk committee. In addition, this designation does not affect the duties, obligations, or liabilities of any other director or audit and risk committee member.
Our audit and risk committee is responsible for, among other things:
•selecting a qualified firm to serve as independent registered public accounting firm to audit our financial statements;
•helping to ensure the independence and performance of the independent registered public accounting firm;
•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;
•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
•reviewing related party transactions;
•reviewing our policies on risk assessment and risk management;
•reviewing the adequacy and effectiveness of our cybersecurity and information security policies and practices, including the internal controls regarding cyber and information security;
•reviewing with management and members of the internal auditor, if any, any regulatory developments that could impact our risk identification, assessment, monitoring and risk management and mitigation;
•approving all audit and all permissible non-audit services, to be performed by the independent registered public accounting firm; and
•reviewing the audit committee report required by SEC rules to be included in our annual proxy statement.
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Our audit and risk committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market, and which is available on the investor relations section of our website at www.twistbioscience.com. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm will be approved in advance by our audit and risk committee. Our audit and risk committee held five meetings in the fiscal year ended September 30, 2024. In addition to the regularly scheduled quarterly meetings, our audit and risk committee held an additional meeting to review the Company’s SOX program implementation and compliance.
Compensation Committee
Our compensation committee is currently comprised of Messrs. Chess, Crandell, Ragusa and Dr. Starovasnik, each of whom is a non-employee member of our Board, with Dr. Starovasnik serving as compensation committee chair. Each member meets the requirements for independence under the listing standards of the Nasdaq Stock Market and SEC rules and regulations. Solely for purposes of Rule 16b-3 of the Exchange Act, our Board has determined that each member of the compensation committee, except for Mr. Ragusa, is a “non-employee director,” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. While Mr. Ragusa is not a “non-employee director” for Rule 16b-3 purposes only, he will recuse himself from approving equity grants by the Company to its directors and officers. As an independent director under the NASDAQ listing standards and applicable SEC rules and regulations, Mr. Ragusa is eligible to participate in the Company's non-employee director compensation.
Our compensation committee is responsible for, among other things:
•reviewing and approving the compensation of our chief executive officer and other executive officers;
•reviewing the compensation paid to our directors and making recommendations to our Board;
•reviewing, adopting, amending, and administering our equity incentive plans and granting awards to eligible persons and determining the terms of such awards;
•reviewing, approving, amending, and terminating any change in control, severance or termination agreement, plan or arrangement for our executive officers;
•reviewing in conjunction with the nominating and corporate governance committee, succession planning for our chief executive officer and other executive officers and evaluating potential successors; and
•assessing whether our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.
Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market, and which is available on the investor relations section of our website at www.twistbioscience.com. Our compensation committee held four meetings in the fiscal year ended September 30, 2024.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Messrs. Chan, Chess, Crandell and Johannessen, each of whom is a non-employee member of our Board, with Mr. Chess serving as chair. Our Board has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the listing standards of the Nasdaq Stock Market and SEC rules and regulations.
Our nominating and corporate governance committee is responsible for, among other things:
•identifying, evaluating and making recommendations to our Board regarding nominees for election to our Board, and individuals to fill any vacancies on our Board, between meetings of our stockholders at which directors are to be elected;
•identifying, evaluating and making recommendations to our Board regarding the chairmanship and membership of each of its committees;
•considering and making recommendations to our Board regarding the composition of our Board and its committees;
•assessing the effectiveness of any diversity policy our Board may determine to implement;
•reviewing in conjunction with the compensation committee, succession planning for our chief executive officer and other executive officers and evaluating potential successors;
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•reviewing and assessing the adequacy of our corporate governance guidelines and recommending any proposed changes to our Board; and
•reviewing and assessing our Corporate Responsibility initiative, goals and progress.
Our nominating and corporate governance committee operates under a written charter, which satisfies the applicable listing requirements and rules of the Nasdaq Stock Market, and which is available on the investor relations section of our website at www.twistbioscience.com. Our nominating and corporate governance committee held four meetings in the fiscal year ended September 30, 2024.
Our nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including, but not limited to, diversity of personal and professional background, perspective and experience; personal and professional integrity, ethics and values; experience in corporate management, operations or finance; experience relevant to our industry and with relevant social policy concerns; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of our operations; practical and mature business judgment; and any other relevant qualifications, attributes or skills.
Currently, our Board evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In addition to this evaluation, the Board annually participates in an assessment of the performance of the Board and each of its committees conducted by an outside law firm and reviews the results of that assessment with the nominating and corporate governance committee.
Our Board may from time to time establish other committees.
Report of the Audit and Risk Committee
The material in this Report of the Audit and Risk Committee is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Twist Bioscience Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.
The audit and risk committee has reviewed the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2024 and discussed these financial statements with the Company’s management and with Ernst & Young LLP, the Company’s independent registered public accounting firm.
The Company’s management is responsible for the preparation of the Company’s financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control for that purpose. The Company’s independent registered public accounting firm is responsible for conducting an independent audit of the Company’s annual financial statements in accordance with generally accepted accounting principles and issuing a report on the results of their audit. The audit and risk committee is responsible for providing independent, objective oversight of these processes.
The audit and risk committee has also discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “SEC”).
The audit and risk committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit and risk committee concerning independence, and has discussed with Ernst & Young LLP its independence.
Based on the review and discussions referred to above, the audit and risk committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 for filing with the SEC.
By the Audit and Risk Committee
Jan Johannessen (Chair)
Nelson C. Chan
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Xiaoying Mai
Robert Ragusa
Policies and Procedures for Related Party Transactions
Our audit and risk committee charter states that our audit and risk committee is responsible for reviewing and approving in advance any related party transaction. Our Board adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions by the audit and risk committee. Pursuant to the policy, all of our directors, officers and employees are required to report to the audit and risk committee prior to entering into any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
We are a party to a master supply agreement with, and are a supplier to, GeneDX Holding Corp. (“GeneDX”), to provide them with reagents, equipment and other materials. Dr. Leproust, our Chief Executive Officer (“CEO”)and Board chair, is a member of the GeneDX Board and serves on its audit, compensation and nominating and corporate governance committees. In fiscal 2024, Twist recognized $8 million in revenue from GeneDX. The terms for the master supply agreement and our commercial relationship with GeneDX reflect our standard commercial terms and are consistent with Twist’s customary commercial practices with its customers. Dr. Leproust was not involved in the negotiation of the master supply agreement and has no interest in transactions with GeneDX beyond her interest in any commercial transaction between the Company and its customer.
We are a supplier to Grail, Inc. (“GRAIL”). Mr. Ragusa, one of our directors and a member of our audit and risk and compensation committees is GRAIL’s CEO. In fiscal 2024, Twist recognized $3 million in revenue from GRAIL. The terms for these sales and Twist’s commercial relationships with GRAIL reflect Twist’s standard commercial terms and are consistent with Twist’s customer commercial practices with its customers. Mr. Ragusa has no interest in GRAIL’s transactions with Twist beyond his interest in any commercial transaction between GRAIL and one of its customers.

Stockholder Engagement
We actively engage with our stockholders as we value their insights and perspective. Through our investor relations program, we regularly meet with our stockholders through scheduled investor meetings, conferences, roadshows, tours and other active engagements. Our stockholder engagement is directed by our head of corporate affairs with oversight by our Chief Executive Officer, board chairperson and co-founder, Emily M. Leproust, Ph.D. and our Chief Financial Officer, Adam Laponis.
Additionally, over the last three years we have met with stockholders estimated to hold approximately 72% of our outstanding shares of common stock, and expanded our stockholder engagement program to include outreach to and meetings with investor stewardship and governance groups in order to discuss proxy-related proposals, overall corporate governance, corporate responsibility initiatives and other reporting initiatives. These discussions have involved our lead independent director, the Chair of the Audit and Risk Committee as well as our Chief Executive Officer and Chief Financial Officer, as appropriate. These meetings have led to governance enhancements that help us to address the most important issues for our stockholders, and we consider it key to our long-term value creation.
Our conversations with stockholders in fiscal year 2024 covered a wide range of topics including our financial performance, our business strategies, commercial execution, risk management, performance metrics, diversity and inclusion metrics and programs, corporate responsibility reporting and ratings, our competitive and market positioning and growth drivers for each area of our business.

Stockholder FeedbackHow Twist Responded
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Consider significant changes to remediate the material weaknesses during fiscal year 2024.
Our Form 10-K for the fiscal year ended 2024 confirmed that we remediated the material weakness disclosed in our Form 10-K for the fiscal year 2023.
During fiscal year 2024, we continued implementation of an intensive program to remediate the previously identified material weakness, which included expanding resources and expert advisors, enhancing our control activities for key systems, and providing training. In addition, we made personnel changes throughout the information and business technology organization.
Consider disclosing Scope 1, 2, 3 emissions as part of your corporate responsibility reporting.
In fiscal 2024, we began disclosing scope 1 and 2 emissions in our Corporate Responsibility Report to meet the needs of our stockholders and some key customers. In fiscal 2025, we plan to track scope 3 emissions and may also disclose based on stakeholder needs.
Consider setting long-term targets for executive performance.
In fiscal 2022, we began setting long-term targets for our executives, who are incentivized by performance-based stock units (PRSUs). 60% percent of the PRSUs vest three years after the grant, with the first 40% vesting after two years. In consultation with Meridian, our independent compensation consultant, our compensation committee determined that setting vesting for performance-based equity incentives on a timeline of three years from the date of grant is in line with peers in our industry. We continue to evaluate our compensation practices annually, in consultation with our independent compensation consultant who provides significant expertise.
Consider electing at least one director from each committee for each election cycle.
At both the 2025 and 2026 annual stockholder meetings, stockholders will be able to cast a vote regarding at least one member of each committee.

Corporate Responsibility and Sustainability
At Twist, we work in service of customers who are changing the world for the better. In fields such as health care, food/ agriculture, industrial chemicals, academic research and data storage, by using our synthetic DNA tools, our customers are developing ways to better lives and improve the sustainability of the planet. We believe that the faster our customers succeed, the better for all of us, and we believe Twist is uniquely positioned to help accelerate their efforts.
Our lead director for corporate responsibility, Nelson Chan oversees goals and progress for all corporate responsibility efforts. The nominating and corporate governance committee receives quarterly updates on key corporate responsibility activities and initiatives. We established a Corporate Responsibility Steering Committee for oversight responsibility of our company-wide corporate responsibility strategy, initiatives, and policies. The Corporate Responsibility Steering Committee includes senior department leaders from finance, human resources, supply chain, legal, operations, quality assurance, information technology, biosecurity, government affairs, facilities, and others. All activities of the Corporate Responsibility Steering Committee are overseen by our Chief Executive Officer.
Corporate Responsibility Progress in 2024
At Twist, we work in service of customers who are changing the world for the better. In fields such as health care, food/agriculture, industrial chemicals, academic research and data storage, by using our synthetic DNA tools, our customers are developing ways to better lives and improve the sustainability of the planet. We believe that the faster our customers succeed, the better for all of us, and we believe Twist is uniquely positioned to help accelerate their efforts.
Our lead director for corporate responsibility, Nelson Chan, oversees goals and progress for all corporate responsibility efforts. The nominating and corporate governance committee receives quarterly updates on key corporate responsibility activities and initiatives. We established a corporate responsibility Steering Committee for oversight responsibility of our company-wide corporate responsibility strategy, initiatives, and policies. The corporate responsibility Steering Committee includes senior department leaders from finance, human resources, supply chain, legal, operations, quality assurance, information technology, biosecurity, government affairs, facilities, and others. All activities of corporate responsibility Steering Committee are overseen by our Chief Executive Officer.
Additional information about our corporate responsibility activities is available in our Corporate Responsibility Report issued in September 2024, which, although not incorporated by reference into this proxy statement, is available at our website at https://www.twistbioscience.com/company/corporate-responsibility.
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Code of Conduct
We have adopted the Twist Bioscience Corporation Code of Business Conduct and Ethics, or Code of Ethics, with which every person, including executive officers, who works for Twist and every member of our Board is expected to comply. We require each of our employees and Board members to review and confirm compliance with our Code of Ethics annually. The full text of our Code of Ethics is posted on the investor relations section of our website at www.twistbioscience.com. If any substantive amendments are made to the Code of Ethics or any waiver is granted, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding such amendment to, or waiver from, a provision of this Code of Ethics by posting such information on our website, at the address and location specified above, or as otherwise required by the Nasdaq Select Global Market.
Other Key Governance Policies
In addition to the Code of Ethics, we have also adopted our Anti-Corruption Policy, our Anti-Money Laundering Policy, our Modern Slavery Act Statement, our Supplier Code of Conduct, and our Board Diversity Policy. We require each of our employees to review and certify compliance with our Anti-Corruption Policy and Anti-Money Laundering Policy annually.
Succession Planning
Our Board, compensation committee and nominating and corporate governance committee maintain a plan of succession and development for the CEO and each member of the executive management team. Management succession is regularly discussed in meetings of our Board. In addition, our Board periodically reviews our leadership pipeline, talent strategies, and succession plans for key positions. Directors also become familiar with potential successors for key positions through various other means, including presentations and informal meetings.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10 percent of our common stock to file with the SEC reports of ownership regarding the common stock and other Twist equity securities. These persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms furnished to us and written representations from the directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in fiscal year 2024, other than seven Form 4s which were filed one day late, one for each of Nelson Chan, Robert Chess, Keith Crandell, Jan Johannessen, Xiaoying Mai, Robert Ragusa and Melissa A. Starovasnik, Ph.D., related to the annual equity award granted to non-employee directors in 2024.
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EXECUTIVE OFFICERS
Executive Officers
Our executive officers as of December 27, 2024 and their positions and their respective ages on that date are:
Name Age Position
Emily M. Leproust, Ph.D. 51Chief Executive Officer and Chair of the Board
Patrick Finn, Ph.D. 53President and Chief Operating Officer
Adam Laponis48Chief Financial Officer
Dennis Cho 54Chief Legal Officer and Corporate Secretary
Paula Green 57Senior Vice President of Human Resources
Robert Werner51Chief Accounting Officer
For information regarding Dr. Leproust, please refer to “Proposal 1 — Election of Directors — Continuing Directors ,” on page 8 above.
Patrick Finn, Ph.D. has served as our President and Chief Operating Officer since October 2022. He joined our Company in February 2015 as Vice President of Sales and Marketing, was promoted to Senior Vice President of Commercial Operations in December 2018, and served as our Chief Commercial Officer from October 2019 to October 2022. Dr. Finn also serves on the Board of Directors of a private corporation. Prior to joining us, Dr. Finn was Vice President of Sales at Enzymatics Inc., a developer, manufacturer, and marketer of enzymes for molecular biology applications, sold predominantly to manufacturers in research and diagnostic markets from January 2012 to March 2015. Dr. Finn holds a B.Sc. in Chemistry from Heriot-Watt University and a Ph.D. in Chemistry from the University of Southampton.
Adam Laponis has served as our Chief Financial Officer since January 2024. Mr. Laponis previously served as the Chief Financial Officer of Eargo, Inc., a hearing aid manufacturing company, from June 2019 to January 2024. From November 2018 to March 2019, Mr. Laponis served as Vice President of Financial Planning and Analysis for Tesla, an automotive and energy company, where he previously served as Senior Director of Finance from April 2017 to November 2018. Prior to that, he served as the Vice President and Chief Financial Officer of Cardiovascular Care of Cardinal Health, a healthcare services and products company, from October 2015 to April 2017. Prior to that, he served in various financial roles at Johnson & Johnson, a healthcare company, from August 2004 to October 2015. Mr. Laponis holds a B.S. in Chemical Engineering from the University of California, Berkeley and an M.B.A. from the University of Southern California.
Dennis Cho has served as our Chief Legal Officer and Corporate Secretary since February 1, 2024, and previously served as our Senior Vice President, General Counsel, Secretary and Chief Ethics and Compliance Officer since September 2021. From January 2021 to September 2021, Mr. Cho served as Vice President and Assistant General Counsel at CytomX Therapeutics, Inc., a therapeutic antibody platform company. Prior to this, from December 2019 to January 2021, Mr. Cho served as Executive Director for Seagen Inc., a biotechnology company. From October 2010 to December 2019, Mr. Cho was Senior Corporate Counsel and Executive Director for Celgene Corporation, an integrated global pharmaceutical company. Mr. Cho holds a B.S. in Molecular Cell Biology (Genetics), and Ethnic Studies, and a J.D. from University of California, Berkeley.
Paula Green has served as our Senior Vice President of Human Resources since December 2020 and previously served as our Vice President of Human Resources from March 2016 to November 2020. Prior to joining us, Ms. Green was Vice President of Human Resources at Qiagen, N.V., a provider of sample and assay technologies for molecular diagnostics, applied testing, academic and pharmaceutical research from March 2001 to September 2015. Ms. Green holds a B.S. in Organizational Behavior from the University of San Francisco.
Robert Werner has served as our Vice President, Chief Accounting Officer since May 2023. Prior to joining us, Mr. Werner was Chief Accounting Officer at Invitae, Inc. from October 2017 to May 2023. Prior to Invitae, Mr. Werner served as Vice President of Finance and Corporate Controller at Proteus Digital Health from February 2015 to September 2017. He previously served as Corporate Controller and Principal Accounting Officer at CardioDx from March 2012 to February 2015 and as Corporate Controller at Bloom Energy from June 2008 to March 2012. From September 2003 to May 2008, he held a series of roles of increasing responsibility at Spansion, Inc. (a spinoff of Advanced Micro Devices). Mr. Werner is a Certified Public Accountant and holds a Master’s of accountancy in professional accounting and a B.S. degree in Accounting from Brigham Young University’s Marriott School of Management.
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There are no immediate family relationships between or among any of our executive officers or directors.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis section (“CD&A”) is designed to provide our stockholders with an explanation of our executive compensation program, philosophy and objectives. While the principles underlying this philosophy extend to all levels of the organization, this CD&A primarily covers the compensation provided to our named executive officers (“NEOs”). For 2024, our NEOs include five current executive officers and two former executive officers named below and in the executive compensation tables of this proxy statement, as follows:
Emily M. Leproust, Ph.D., Chief Executive Officer and Chair of the Board
Adam Laponis, Chief Financial Officer1
Patrick Finn, Ph.D., President and Chief Operating Officer
Paula Green, Senior Vice President of Human Resources
Dennis Cho, Chief Legal Officer and Corporate Secretary
William Banyai, Ph.D., Senior Vice President of Advanced Development and General Manager of Data Storage2
James M. Thorburn, Former Chief Financial Officer3
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(1) Mr. Laponis was appointed Chief Financial Officer, effective January 8, 2024.
(2) Although there were no changes in role and responsibilities, Mr. Banyai was no longer deemed to be an executive officer as of May 2024.
(3) Upon commencement of employment by Mr. Laponis on January 8, 2024, Mr. Thorburn ceased to serve as the Company’s Chief Financial Officer and transitioned into a Strategic Advisor employment role with the Company. On October 8, 2024, Mr. Thorburn transitioned into a consultant role with the Company.
Fiscal Year 2024 Financial and Operational Highlights
In fiscal year 2024, the Company delivered strong year-over-year growth on key business drivers, including:
•Revenue increased by 28% to a record $313 million in fiscal year 2024 from $245 million in fiscal year 2023;
•Gross profit improved to $133 million in fiscal year 2024, an increase of 48% over fiscal year 2023’s gross profit of $90 million; and
•Cash, cash equivalents and short-term investments on September 30, 2024 stood at $276 million.
Fiscal Year 2024 Executive Compensation Highlights
Continued Alignment with Performance-based Compensation Philosophy and Alignment with Stockholder Interests

In November 2023, the compensation committee approved a fiscal year 2024 executive compensation program where the majority of our executives’ target compensation opportunities was performance-based or in the form of long-term equity awards vesting over a three-year period for our performance-based equity awards and over a four-year period for our time-based equity awards. Our performance-based compensation elements relied on pre-established performance criteria in determining the amount of the payments earned by our NEOs under our fiscal year 2024 non-equity incentive plan (“Cash Bonus Plan”) and initial vesting for the performance-based restricted stock units (“PRSUs”). As a result, approximately 91% of our CEO’s target total direct compensation and approximately 83% on average of our other NEOs’ target total direct compensation was “at-risk.” The performance criteria for executive payouts in 2024 are described below. In setting and determining the 2024 performance compensation elements, our compensation committee selected performance goals focused on driving Twist’s financial, operational and strategic priorities for 2024.

In November 2023, the compensation committee approved our equity incentive program in respect of fiscal year 2024 to be comprised of PRSU awards, which become eligible to vest based on achievement of fiscal year 2025 revenue (70% weight) and ending cash balance (30% weight) metrics, and time-based RSU (“RSU”) awards. All Twist employees are
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stockholders and receive equity-based awards. Our equity incentive program is described in greater detail below in the section titled “Elements of Compensation — Equity Incentive Program.”
Alignment between 2024 Financial Performance and Executive Compensation
For our Cash Bonus Plan, the compensation committee set targets in November 2023 for achievement of fiscal year 2024 revenue and gross profit metrics, in each case adjusted to exclude revenues and expenses associated with our biopharma services and for gross profit, further adjusted to exclude stock compensation expense, as well as selected individual strategic goals for each NEO related to Company performance and their individual areas of responsibility. Under the fiscal year 2024 Cash Bonus Plan, the compensation committee certified achievement on the plan metrics as follows:
•Revenue of $293 million, paying out at 170% of target,
•Adjusted gross profit of $128 million, paying out at 200% of target, and
•Individual strategic goal achievement of 100% of target for all NEOs except for Dr. Banyai.
Consequently, cash bonuses for 2024 performance were earned at 151% of target for Dr. Banyai and 155.0% of target for all other NEOs. Dr. Leproust, Mr. Laponis, Dr. Finn, Ms. Green, Mr. Cho and Dr. Banyai received cash bonuses of $955,575, $280,624, $465,000, $287,525, $335,575, and $416,208, respectively. Our Cash Bonus Plan is described in greater detail below in the section entitled “Elements of Compensation — Cash Bonus Plan.”
When selecting financial performance metrics to use for the fiscal year 2024 executive compensation program, the compensation committee selected a combination of metrics that are key indicators of the Company’s financial success, significant drivers of stockholder value creation and align with our overall operating strategy and financial plan and guidance. The committee chose the three metrics listed below which were used in the fiscal year 2023 executive compensation program and, in the committee’s view, continued to be relevant in fiscal year 2024.
•Revenue – used as a performance metric for the Cash Bonus Plan and the PRSUs because it is a critical measurement of the growth of our business used by management and market analysts;
•Adjusted gross profit – used as a performance metric for the Cash Bonus Plan because it reflects management’s effectiveness in selling our products and services while operating the business in a cost-efficient manner; and
•Ending cash balance – used as a performance metric for the PRSUs because it measures management’s effectiveness in generating and preserving cash, particularly following the Company’s restructuring in the second half of fiscal year 2023, and providing the capital resources necessary to grow the business as we progress on our path to profitability.

Listening to Stockholders
As described above, we will hold a non-binding stockholder advisory vote on the fiscal year 2024 compensation of our NEOs (a Say-on-Pay vote). See “Proposal 2 - Non-Binding, Advisory Vote to Approve the Compensation of Our Named Executive Officers” for more information. Our compensation committee and Board value the opinions of our stockholders and consider the outcome of Say-on-Pay votes, as well as any feedback received throughout the year, when making compensation decisions for our executive officers.
At our 2024 annual meeting of stockholders, which took place in February 2024, we requested that stockholders cast a non-binding advisory vote on the compensation of our NEOs, also known as a “say-on-pay” vote. This proposal passed with approximately 94% of the votes cast (for or against). In evaluating our compensation practices in 2024, the compensation committee was mindful of the support our stockholders expressed for our philosophy of linking compensation to financial objectives and the enhancement of stockholder value. Twist seeks to provide near-term and long-term financial incentives that align the executive officers’ interest with those of the stockholders and focus executive officer behavior on the achievement of near-term corporate goals, as well as long-term business strategies. We believe alignment between executive compensation and stockholder interests has driven corporate performance over time.
As our compensation programs evolve in the future, we will continue to seek input from our stockholders.
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Compensation Governance Highlights
What We Do: What We Do Not Do:
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Tie a significant portion of our executives’ compensation to predetermined performance goals based on the key drivers for our business
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Pay cash incentives if performance levels fall below pre-determined thresholds
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Focus our executive compensation program on performance-based, at risk compensation and equity awards which align stockholder and executive interests
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Permit short-sales, hedging or pledging of our stock
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Require our executives to hold Company stock under our stock ownership guidelines
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Enter into employment agreements that provide for fixed terms, automatic compensation increases or equity grants
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Deliver a majority of our executives’ compensation opportunities in the form of long-term equity awards vesting over three- and four-year periods
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Provide single-trigger change in control benefits
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Retain an independent compensation consultant reporting to our compensation committee
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Provide for excessive cash severance
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Maintain a compensation committee comprised of independent directors
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Provide our executives with golden parachute tax gross-ups and excessive perquisites
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Hold an annual advisory vote on executive compensation
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Maintain any executive pension plans, or any retirement programs that are not generally available to all employees
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Cap payouts under our plans to discourage inappropriate risk-taking by our NEOs


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Provide for double-trigger change in control severance provisions
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Maintain a compensation recovery policy that applies to both cash incentives and equity awards
Our Compensation Philosophy and Objectives
Attract and retainPay for performance
Offer a total compensation program that flexibly adapts to changing economic, regulatory and organizational conditions, and takes into consideration the compensation practices of peer companies based on an objective set of criteria Provide a significant portion of compensation through variable, performance-based components that are at-risk and based on satisfaction of designated financial and non-financial objectives
Align executive interests with our stockholdersReward actual achievement
Compensate for achievement of short-term and long-term Company financial and operating goals and refrain from providing “golden parachute” excise tax gross-ups, or accelerated equity vesting except in limited circumstances
Align the interests of our executives with our stockholders by tying a significant portion of total compensation to our overall financial and operating performance and the creation of long-term stockholder value
Balance Short-term and Long-term Incentives
Provide near-term and long-term financial incentives that align the executive officers’ interest with those of the stockholders and focus executive officer behavior on the achievement of near-term corporate goals, as well as long-term business strategies

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Fiscal Year 2024 Executive Compensation
In fiscal year 2024, approximately 82% of our CEO’s target total direct compensation and approximately 73% on average of our other NEOs’ target total direct compensation was in the form of equity awards under our long-term incentive plan (with 50% of such long-term incentive plan awards in the form of PRSUs and 50% of such long-term incentive plan awards in the form of time-based RSUs, except for Mr. Laponis who received 37% of his equity awards in form of PRSUs and 63% in the form of time-based RSUs). Approximately 9% of our CEO’s target total direct compensation and 10% on average of our other NEOs’ target total direct compensation was in the form of a short-term incentive opportunity under our Cash Bonus Plan, and approximately 9% of our CEO’s target total direct compensation and 17% on average of our other NEOs’ target total direct compensation was in the form of fixed base salary. As a result, approximately 91% of our CEO’s target total direct compensation and approximately 83% on average of our other NEOs’ target total direct compensation was “at-risk.” The following graphs reflect the mix of target total direct compensation of our CEO and our other NEOs in fiscal year 2024:

Updated CEO Pie Chart (1).jpg



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Updated NEOs Pie Chart (1).jpg




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*Reflects salary rates and target Cash Bonus Plan amounts, and not amounts actually earned or paid out. Long-term PRSUs and RSUs represent the target value of these equity awards granted in fiscal year 2024.

Executive Compensation Decisions Related to Executive Team Changes
Employment Agreement with New Chief Financial Officer
Effective January 8, 2024, Adam Laponis was appointed as the Company’s Chief Financial Officer and principal financial officer. In connection with Mr. Laponis’ appointment as Chief Financial Officer, the Company entered into an employment agreement (the “CFO Employment Agreement”) with Mr. Laponis. Under the terms of the CFO Employment Agreement, Mr. Laponis is entitled to:
•an annual base salary of $450,000;
•a one-time signing bonus of $195,000, subject to repayment of the full gross amount if, prior to January 8, 2025, Mr. Laponis is terminated by the Company for Cause (as defined in the CFO Employment Agreement) or voluntarily terminates his employment with the Company without Good Reason (as defined in the CFO Employment Agreement); and
•annual cash bonus compensation with a target level equal to 55% of his annual base salary commencing with fiscal year 2024.

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In addition, as a material inducement to Mr. Laponis’ acceptance of employment with the Company as well as to provide immediate alignment with stockholders and the executive team, under the CFO Employment Agreement, in January 2024 he received a new hire equity grant pursuant to the Company’s Inducement Equity Incentive Plan consisting of:
•50,000 RSUs which begin vesting on January 8, 2025 (the one-year anniversary of his start date) and have a total vesting period of four years;
•25,000 RSUs which began vesting on the first quarterly anniversary of January 8, 2024, for a total vesting period of four years;
•25,000 PRSUs, which shall vest to the extent earned against the fiscal year 2025 metrics established in connection with the Fiscal Year 2024 Equity Program (as discussed in greater detail below under “Equity Incentive Program—Fiscal Year 2024 Long-Term Equity Program”); and
•20,000 PRSUs, which shall vest to the extent earned based on achievement against the Company’s ending cash balance metric for fiscal year 2024.
All awards are subject to Mr. Laponis’ continuous services with the Company on each applicable vesting date. Mr. Laponis’ new hire grant was designed to induce him to transition from his current role and forgo any competing offers. This mix of time-based and performance-based awards provided Mr. Laponis with immediate stockholder alignment, ensuring a direct, vested interest in the Company’s success from day one. Mr. Laponis’ new hire grant aligned his interests with those of our long-term stockholders, establishing a sense of ownership and commitment to the Company’s sustained growth and performance. The vesting schedules and terms of each of the above equity awards are described below in “Equity Incentive Program.”
In addition, the CFO Employment Agreement provides for certain payments and benefits in the event of termination of Mr. Laponis’ employment under specific circumstances including, but not limited to, a change in control of the Company. The material terms and conditions of these provisions are summarized below in “—Potential Payments upon Termination or Change in Control.”
Amended Employment Agreement and Consulting Arrangement with Former Chief Financial Officer
Upon commencement of employment by Mr. Laponis on January 8, 2024, Mr. Thorburn ceased to serve as the Company’s Chief Financial Officer and transitioned into a Strategic Advisor employment role with the Company pursuant to an amendment, effective March 20, 2024, to his employment agreement dated October 21, 2018 (such agreement, as amended, the “Thorburn Employment Agreement”). The Thorburn Employment Agreement provided that Mr. Thorburn’s employment would continue to be at-will and that the agreement would expire on October 1, 2024. In addition, the Thorburn Employment Agreement provided that on October 1, 2024, there would be no entitlement to severance pay upon an involuntary termination.

After the expiration of the Thorburn Employment Agreement, on October 8, 2024, the Company and Mr. Thorburn entered into a month-to-month consulting agreement at $25,000 per month, to allow for the completion of certain projects (the “Thorburn Consulting Agreement”). The Thorburn Consulting Agreement may be terminated by either party at any time upon 30 days’ written notice, and upon such termination, Mr. Thorburn shall be paid for any portion of the services that have been performed prior to the termination and is not entitled to any other payments in connection with a termination of service.
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Elements of Compensation

The table below summarizes the key components of our fiscal year 2024 compensation program for our NEOs. The compensation committee annually reviews each element of our program, individually and in the aggregate. To determine amounts and where applicable, performance goals and vesting schedules, for each element and each NEO, the compensation committee considers multiple factors, including:
•market data and compensation analyses provided by the committee’s independent compensation consultant;
•information it requests from management;
•each NEO’s scope of responsibility and performance; and
•recommendations from our CEO regarding other NEOs.
Compensation Element Form of Compensation Guaranteed vs. At-Risk Performance vs. Time-based
Base Salary Cash Guaranteed N/A
Cash Bonus
Cash At-Risk Performance-based
Long-term Equity Incentive
PRSU awards
At-Risk
Performance-based
Time-based RSU awards
At-Risk Time-based
Termination and Change in Control Benefits Cash/Equity/Other N/A N/A
Other Benefits Other N/A N/A

Base Salary
2024 Base Salary
Philosophy Considerations
•Attract and retain.
Provide fixed compensation to attract and retain key executives
•Salary reviewed and set annually
•The factors used to determine base salaries include scope of responsibilities, individual and Company performance, retention, date of last increase, equity ownership, internal equity, peer group data and the recommendations of our CEO (other than with respect to her own compensation)
The following table summarizes the annual base salaries of our NEOs in fiscal year 2024 compared to fiscal year 2023. The salary of each of Dr. Finn, Ms. Green and Mr. Cho was increased from fiscal year 2023 to fiscal year 2024 based on individual performance and market competitiveness.
Name2023 Base
Salary		2024 Base
Salary		Primary Reason of Change
Emily M. Leproust, Ph.D.$685,000 $685,000 
No change
Adam Laponis(1)
$— $450,000 
N/A
Patrick Finn, Ph.D.$470,000 $500,000 
Individual and Company performance; market competitiveness
Paula Green$350,000 $371,000 Individual and Company performance; market competitiveness
Dennis Cho$410,000 $433,000 Individual and Company performance; market competitiveness
William Banyai, Ph.D.$460,000 $460,000 
No change
James M. Thorburn$460,000 $460,000 
No change
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__________________
(1) Mr. Laponis commenced employment with the Company on January 8, 2024, and consequently, his annual base salary of $450,000 received during fiscal year 2024 was pro-rated.
Cash Bonus Plan
Our NEOs receive annual cash bonus awards through our Cash Bonus Plan, which rewards our executive officers for the achievement of predetermined financial and strategic goals that the compensation committee and our management view as key drivers for our business.
Fiscal Year 2024 Cash Bonus Plan
Philosophy
Target Amount
Considerations
Award Design
Considerations
Performance Conditions
•Pay for Performance: Establish appropriate short-term performance conditions that the compensation committee believes will drive our future growth and profitability
•Reward Achievement: Reward achievement of short-term performance conditions
•Align the interests of executives with those of our stockholders: 70% of payout tied to Company performance consistent with fiscal year 2024 financial plan
•Attract and Retain Executives: Offer market competitive incentive opportunities
•Factors used to determine target amounts included: role, scope of responsibilities, individual and Company performance, current salary, equity ownership, internal equity, our peer group data and the recommendations of our CEO (other than with respect to her own compensation)
•Revenue and adjusted gross profit were chosen as the Company performance goals because the compensation committee believes they are (i) the best indicators of financial success for our Company, (ii) are significant drivers of stockholder value creation, and (iii) align with our overall operating strategy and our fiscal year 2024 financial plan and guidance
•A portion of each individual’s bonus was also earned based on achievement of key individual strategic objectives that were set for each NEO at the beginning of the first half and second half of fiscal year 2024
•NEOs earn payouts based on satisfying or exceeding rigorous threshold goals aligned with our Company financial plan and executives receive no payouts if they fail to meet the threshold goals
•Annual revenue target of $257 million (excluding revenues associated with our biopharma services)
•Adjusted gross profit target of $96 million (excluding revenues and expenses associated with our biopharma services and stock-based compensation expense)
•First half and second half strategic goals were tied to each individual’s area of focus, but payout is on an annual basis
•Opportunity to earn up to 200% of the target bonus amount for superior performance

The compensation committee continuously aims to ensure that targets are set, and adjusted as needed, to effectively incentivize the achievements of key Company operational objectives, provide pay for performance, reward achievement, and promote retention, which are crucial to the Company’s growth and success and delivering long-term value to our stockholders. In May 2023, we reduced our workforce by 25% and reset our revenue and gross profit targets internally (in consultation with our independent compensation consultant, Meridian) for the Cash Bonus Plan and revised our guidance externally, to account for the smaller workforce and potential impact on year-over-year revenue growth from the restructuring. Because of the reduction in workforce, the targets for the Cash Bonus Plan set in November 2023 (for fiscal year 2024) were lower compared to those set in December 2022 (for fiscal year 2023).
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Target Awards

The compensation committee annually reviews and sets individual target cash bonus opportunities which are expressed as a percentage of each participant’s annual base salary, using the same criteria as described above for annual base salary. Following this year’s review, the compensation committee determined that the target incentive opportunities for our NEOs for fiscal year 2023 remained appropriate for fiscal year 2024. The following table summarizes the annual target incentive percentages of our NEOs currently employed by the Company in fiscal year 2024, which remained unchanged from fiscal year 2023 (other than for Mr. Laponis, who commenced employment in January 2024).
Name2023 Target
Incentive (% of
Base Salary)		2024 Target
Incentive (% of
Base Salary)
Emily M. Leproust, Ph.D.90 %90 %
Adam Laponis— %55 %
Patrick Finn, Ph.D.60 %60 %
Paula Green50 %50 %
Dennis Cho50 %50 %
William Banyai, Ph.D.60 %60 %

Financial Performance Measures
For fiscal year 2024, the compensation committee selected revenue and adjusted gross profit as the financial performance measures. Revenue was weighted 50% and adjusted gross profit was weighted 20% of the target award opportunity for our NEOs with the payout for each component ranging from 50% to 200% depending on achievement against such goals, resulting in performance against financial metrics constituting 70% of each NEO’s target award. The remaining 30% of awards was based on individual strategic goals, which in the case of the CEO, are tied to our strategic business priorities, and in the case of our other NEOs, are tied to each individual’s area of focus, for the first and second half of fiscal year 2024.
Twist - FY24 Compensation Graphic (Updated) 4163-7137-0828 v.1. (1).xlsx - Google Sheets.jpg
The actual targets and payout percentages for revenue and adjusted gross profit are set forth in the table below.
Financial Performance GoalWeighting
%		Threshold
(50% Payout)		Target
(100% Payout)		Maximum
(200% Payout)		FY2024
Results
Payout(1)
Revenue(2)
50$205M$257M$308M$293M170 %
Adjusted Gross Profit (3)
20$76M$96M$115M$128M200 %
__________________
(1)Payouts are linearly interpolated for performance between the threshold, target, and maximum goals.
(2)Revenue is defined under the fiscal year 2024 Cash Bonus Plan as revenue excluding revenues associated with the Company’s biopharma services.
(3)Adjusted gross profit is defined under the fiscal year 2024 Cash Bonus Plan as gross profit excluding: (i) revenues and expenses associated with the Company’s biopharma services and (ii) stock-based compensation expense.

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Individual Strategic Goals
Because we believe that achieving key elements of our business strategy is important to driving sustainable growth and value creation, we based 30% of each NEO’s fiscal year 2024 target award opportunity on individual, strategic goals tied to our strategic business priorities for the first half and second half of fiscal year 2024, with the payout for each NEO for this component ranging from 0% to 200% depending on their achievement against such goals.
The individual goals are tied to our strategic business priorities for the first half and second half of fiscal year 2024 and used to determine the individual performance factor for NEOs. They consist of measurable goals for one or more of the strategic areas set forth in the table below. Early in the applicable performance period, the compensation committee established the strategic goals for Dr. Leproust and, in consultation with Dr. Leproust, the compensation committee established the goals for the other NEOs.
NEOs
FY2024 Strategic Goal Categories
CEO
•Customer acquisition and customer retention
•Establish new growth vectors
•Strengthen the foundation
•Exercise capital deployment discipline
Other NEOs
•Scale organizational capabilities
•Reinforce platform for sustainable growth
•Establish revenue streams for fiscal year 2025 and beyond
•Foster a culture of excellence and engagement
•Expand new product footprint
•Strengthen the organization
•Ensure that labor is not a constraint to operations
•Enhance compliance capabilities
The compensation committee evaluated the performance of our CEO and determined the portion of her award that was based on achieving these goals in its sole discretion. Dr. Leproust evaluated the performance level of each of the other NEO’s individual performance against the pre-determined goals following the end of the fiscal year, then submitted her recommendations with respect to each of the other NEOs. The compensation committee makes the final determination of awards. The table below summarizes the individual performance payout determined by the compensation committee for each NEO currently employed by the Company and the reasoning for such determinations.
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NameTotal Individual Performance PayoutReasoning
Emily M. Leproust, Ph.D.100%Enhanced cross-functional coordination among business leaders to drive alignment on key objectives, milestones, and KPIs, resulting in more efficient resource allocation and faster execution of the operating plan, enabling the business to scale more effectively and meet growing market demand. Spearheaded the implementation of advanced technologies and process improvements, leading to a reduction in operational costs and positioning the organization for sustainable growth in the next 3–5 years.
Adam Laponis100%Successfully implemented a SOX compliance program to address material weakness, enhance financial governance and strengthen internal controls to mitigate regulatory and operational risks, fostering greater transparency and improving stakeholder confidence. Optimized the tracking of COGS by providing deeper insights into cost drivers, which supported more strategic financial decision-making leading to improvement in margin optimization and positioned the Company for scalable, profitable growth.
Patrick Finn, Ph.D.100%Scaled organizational capabilities by optimizing the commercial operations leadership structure, enhancing decision-making speed and improving alignment across sales, marketing, and customer success teams. Achieved significant margin expansion through organic growth, driven by enhanced operational efficiencies and stronger customer retention. Established a comprehensive partnership roadmap for R&D, fostering strategic alliances with key technology providers and research institutions to accelerate future product launches and ensure the Company’s leadership in innovation.
Paula Green
100%Strengthened organizational capabilities by increasing employee engagement, resulting in an improvement in employee retention and an increase in overall productivity. Fostered a culture of continuous learning and innovation by providing employees with access to training resources, leading to an increase in internal promotions and a measurable boost in cross-functional collaboration. Ensured operational scalability by aligning recruitment with key competencies that reflect company culture, effectively mitigating labor constraints and supporting a reduction in time-to-hire for critical roles.
Dennis Cho100%Led the cross-departmental collaboration to establish and manage a robust SOX internal controls program, enhancing financial governance and mitigating regulatory risks positioning the Company for smoother audits and increasing investor confidence in our financial practices. Streamlined commercial contracting processes and workflows by developing standardized playbooks, reducing deal closure time and enabling faster scalability in new markets. Enhanced legal support for out-licensing transactions, driving the successful completion of high-value deals and creating new revenue streams through strategic partnerships.
William Banyai, Ph.D.86%
Advanced developments in data storage chip design and enzymatic synthesis on CMOS chip. Advancement proceeded at a slower pace due to constrained investment in DNA data storage program.
Total Cash Bonus Payout
After considering the executive team’s actual achievement of performance measures, our compensation committee objectively determined that incentive plan bonuses for 2024 performance were earned at 155% of target for each of Dr.
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Leproust, Mr. Laponis, Dr. Finn, Ms. Green and Mr. Cho and 151% of target for Dr. Banyai. The cash bonuses for each NEO currently employed by the Company are summarized in the table below. Mr. Thorburn’s employment with the Company ended in October 2024 and he did not receive a cash bonus for fiscal year 2024.

Name2024 Target Plan Incentive (% of Base Salary)2024 Target Plan Incentive ($)Total Achievement (% of Target)Incentive Plan Bonus Payout
Emily M. Leproust, Ph.D.90%$616,500155%$955,575
Adam Laponis (1)
55%$247,500155%$280,624
Patrick Finn, Ph.D.60%$300,000155%$465,000
Paula Green50%$185,500155%$287,525
Dennis Cho50%$216,500155%$335,575
William Banyai, Ph.D.60%$276,000151%$416,208
__________________
(1) Mr. Laponis commenced employment with the Company on January 8, 2024, and consequently, his cash bonus received during fiscal year 2024 was pro-rated.
Equity Incentive Program
We provide the majority of the target total direct compensation of our executive officers, including our NEOs, through equity awards (82% for our CEO and 73% for our other NEOs). Our compensation committee believes equity awards serve as an effective vehicle for long-term compensation and reinforce the alignment of our executives’ interests with those of our stockholders. By having a significant percentage of our executive officers’ target total direct compensation payable in the form of equity that vests over a number of years and, as a result, is subject to higher risk and long-term vesting requirements than apply to cash compensation, our executive officers are motivated to remain employed with Twist and take actions that will benefit Twist and its stockholders over the long term.
Fiscal Year 2024 Long-Term Equity Program
In November 2023, after carefully considering the performance of the Company and the executive team, the compensation committee granted a portion of each NEO’s target value in PRSUs and a portion of each NEO’s target value in time-based RSUs in connection with the fiscal year 2024 annual equity grant cycle (the “Fiscal Year 2024 Equity Program”). The approach of granting both time and long-term performance-based equity awards to our executives, which we first instituted with respect to our fiscal year 2022 annual equity grant cycle, reflects the compensation committee’s philosophy of pay-for-performance and continues to be a regular part of our executive compensation program.
The material features of our Fiscal Year 2024 Equity Program are summarized in the table below.
Fiscal Year 2024 Long-Term Equity Program
Philosophy
PRSU awards
•Pay for Performance: Establish appropriate long-term performance conditions that the compensation committee believes will drive our long-term future growth and profitability
•Reward Achievement: Provide meaningful and appropriate short-term and long-term incentives for achieving Company annual financial goals that the compensation committee believes are important for our short- and long-term success
•Attract and Retain Executives: Promote retention of our executives through requiring service through the performance and three-year vesting periods and date that the compensation committee certifies the performance results
Time-based RSU awards
•Attract and Retain Executives: Promote retention of our executives through four-year service vesting period
•Align Interests with Stockholders: The value of RSU awards is correlated to our stock price

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Fiscal Year 2024 PRSU Awards
Grant Amount ConsiderationsVesting Provisions
•Factors used to determine the size of grants included: (i) the responsibilities, past performance, and anticipated future contributions of the NEO; (ii) the competitiveness of NEO’s overall compensation package with reference to peer group practices; (iii) the NEO’s existing equity holdings; (iv) the extent to which these holdings are vested; and (v) the recommendations of our CEO (other than with respect to her own compensation)
•PRSUs granted in November 2023 for our NEOs other than Mr. Laponis, and in January 2024 for Mr. Laponis, become eligible to vest based on achievement of fiscal year 2025 revenue (70% weight) and ending cash balance (30% weight) goals, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results.
•After determination of the number of vesting eligible PRSUs based on performance results, 40% of the vesting eligible PRSUs vest on October 1, 2025 (approximately two years after grant) and 60% of the vesting eligible PRSUs vest on October 1, 2026 (approximately three years after grant), subject to the NEO’s continuous service through the vesting date.
 Fiscal Year 2024 Time-Based RSU Awards
Grant Amount ConsiderationsVesting Provisions
•Same factors used to determine size of Fiscal Year 2024 PRSUs
•Ensure sufficient equity awards available to meet equity incentive needs for non-executive employees
•Awards granted in November 2023 for all of our NEOs other than for Mr. Laponis, vest over four years, with 1/16th vesting on each quarterly anniversary of November 2, 2023, subject to the NEO’s continuous service on each applicable vesting date
•Mr. Laponis’ has two RSU awards granted in January 2024 and subject to his continuous service on each applicable vesting date.
◦50,000 RSUs of which 25% vest on January 8, 2025 and the remainder vesting quarterly
◦25,000 RSUs vest over four years, with 1/16th vesting on each quarterly anniversary of January 8, 2024
Fiscal Year 2024 Equity Awards
Time-Based RSUs
For fiscal year 2024, our NEOs received time-based RSUs. All of our NEOs other than Mr. Laponis received their RSU awards in November 2023. Mr. Laponis received an award of 25,000 RSUs on the same terms, on his employment start date in January 2024. For these RSU awards, 1/16th of the total number of time-based RSUs vest on each quarterly anniversary of the grant date (January 8, 2024 for Mr. Laponis and November 2, 2023 for our other NEOs), for a total vesting period of four years, subject to the NEO’s continuous service through each vesting date.
In January 2024, Mr. Laponis received a second time-based RSU award of 50,000 RSUs, of which 25% vest on January 8, 2025 (the one-year anniversary of his start date) and 1/16th vest on each subsequent quarterly anniversary for a total vesting period of four years, subject to his continuous service through each vesting date.

PRSUs
For fiscal year 2024, each of our NEOs also received PRSUs. Our NEOs other than Mr. Laponis received their PRSU grants in November 2023, and Mr. Laponis received a PRSU grant of 25,000 PRSUs on his employment start date. These PRSUs become eligible to vest based on achievement of fiscal year 2025 revenue and ending cash balance goals, in each case determined based on a good faith application of GAAP consistent with past practices and excluding the impact of
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acquisitions (and, in the case of revenue, excluding revenues associated with the Company’s biopharma services). 70% of the PRSUs will become eligible to vest based on the achievement of the fiscal year 2025 revenue goals and 30% of the PRSUs will become eligible to vest based on the achievement of the ending cash balance goals. The final vesting percentage for each performance metric may ranges from 50% to 100% of the vesting eligible PRSUs, and is determined by linear interpolation for performance between the fiscal year 2025 revenue and fiscal year 2025 ending cash balance goals, as applicable. A threshold level of performance must be achieved to vest in the minimum number of PRSU shares and the NEO must be employed through the date that the compensation committee certifies the performance results.

Financial Performance GoalThreshold (50% Eligible to Vest)Target (100% Eligible to Vest)
Maximum (100% Eligible to Vest)
Revenue$252M$316M$316M
Ending Cash Balance
$125M$150M$150M

As soon as practical after October 1, 2025, the compensation committee will certify the performance results based on achievement against specified performance metrics to determine the number of shares subject to the PRSUs that will be eligible to vest. Once the compensation committee certifies the number of PRSUs that become eligible to vest based on achievement of fiscal year 2025 revenue and ending cash balance goals, 40% of such vesting eligible PRSUs will vest on October 1, 2025 (approximately two years after grant) and 60% of such vesting eligible PRSUs will vest on October 1, 2026 (approximately three years after grant), subject to the NEO’s continuous service through the vesting date.
On his employment start date, Mr. Laponis received a second PRSU grant of 20,000 PRSUs pursuant to his CFO Employment Agreement. These PRSUs become eligible to vest based on achievement of fiscal year 2024 ending cash balance goals. The other vesting terms for this award are the same as the terms for the H2 fiscal year 2023 award described below.
The target value of each NEO’s PRSU and RSU award and the total number of PRSU and RSU awards that such NEO received in connection with fiscal year 2024, which were granted in November 2023 (or, in the case of Mr. Laponis, in January 2024), are set forth in the table below.

Name
Target Value of PRSU and RSU Award at Grant(1)
Number of PRSU
Awards Granted
Number of RSU
Awards Granted
Emily M. Leproust, Ph.D.$5,849,949 168,976168,976
Adam Laponis(2)
$4,197,600 45,00075,000
Patrick Finn, Ph.D.$2,762,157 79,78579,785
Paula Green$1,229,460 35,51335,513
Dennis Cho$1,021,913 29,51829,518
William Banyai, Ph.D.$1,435,172 41,45541,455
James M. Thorburn$487,484 14,08114,081
__________________
(1) The target value at grant of the award is based on the per share price of $17.31, which was the closing stock price of the Company’s stock on November 2, 2023, the grant date. In the case of Mr. Laponis, the target value at grant of the awards is based on the per share price of $34.98, which was the closing stock price of the Company’s common stock on January 8, 2024, the grant date.
(2) For Mr. Laponis, the number of RSU awards granted is comprised of (i) an award of 25,000 RSUs, and (ii) an award of 50,000 RSUs, in each case subject to time-based vesting as described in “Fiscal Year 2024 Equity Awards—Time-Based RSUs.” The number of PRSU awards granted to Mr. Laponis is comprised of (i) an award of 25,000 PRSUs subject to vesting based on fiscal year 2025 revenue and ending cash balance goals, as described in “Fiscal Year 2024 Equity Awards—PRSUs,” and (ii) an award of 20,000 PRSUs subject to vesting based on fiscal year 2024 ending cash balance goals, as described in “Results of Fiscal Year 2023 Long-Term PRSUs— H2 Fiscal Year 2023 Award.”


Results of Fiscal Year 2023 Long-Term PRSUs

H1 Fiscal Year 2023 Award
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In December 2022, our NEOs (other than Mr. Laponis, who commenced employment in January 2024) received long-term PRSUs that become eligible to vest based on achievement of fiscal year 2024 revenue and adjusted gross profit goals, in each case determined based on the established non-GAAP definition of performance consistent with past practices and excluding the impact of acquisitions (except for the impact of the Abveris acquisition) and excluding government programs, which was zero in fiscal year 2024. Once the compensation committee certifies achievement of the applicable performance goals to determine the number of PRSUs eligible for vesting, 40% of such vesting eligible PRSUs vest on October 1, 2024 (approximately two years after grant) and 60% of such vesting eligible PRSUs will vest on October 1, 2025 (approximately three years after grant), subject to the NEO’s continuous service through the vesting date.
Determination of the vesting eligible PRSUs was based on achievement against two metrics: (1) 80% of the vesting eligible shares subject to the PRSUs was determined based on achievement against certain revenue goals and (2) 20% of the vesting eligible shares subject to the PRSUs was determined based on achievement against certain adjusted gross profit goals, in each case, as set forth in the table below. The eligible vesting percentage with respect to fiscal year 2024 revenue and adjusted gross profit, as applicable, ranged from 50% to 150%.
Financial Performance GoalThreshold (50% Eligible to Vest)Target (100% Eligible to Vest)Maximum (150% Eligible to Vest)
Revenue$301M$314M$343M
Adjusted Gross Profit $139M$148M$160M
In November 2024, the compensation committee certified that the Company had achieved revenue of $313 million and adjusted gross profit of $128 million for fiscal year 2024, resulting in achievement of the fiscal year 2024 revenue goal at 96% and 0% achievement of the adjusted gross profit performance goal. As a result, the compensation committee certified that the PRSUs would become eligible to vest at 77% of the target number of PRSUs. The table below sets forth the target number and target grant value of PRSUs granted to each NEO and the number of PRSUs that became vesting eligible upon the compensation committee’s certification.
Name
Target Value at Grant(1)
Number of PRSU
Awards Granted
Number of Vesting Eligible PRSU Awards
Emily M. Leproust, Ph.D.$1,421,643 59,75845,953
Adam Laponis (2)
$— ——
Patrick Finn, Ph.D. (3)
$1,790,508 66,110
(3)
50,838
Paula Green$231,572 9,7347,485
Dennis Cho$242,896 10,2107,851
William Banyai, Ph.D.$466,784 19,62115,089
James M. Thorburn$393,106 16,52412,707
__________________
(1)The target value at grant of the PRSU awards is based on the per share price of $23.79, which was the closing stock price of the Company’s common stock on December 19, 2022, the grant date.
(2)Mr. Laponis commenced employment in January 2024 and therefore had not received a grant prior to his start date.
(3)Dr. Finn’s PRSUs grant includes 30,626 PRSUs granted to him in February 2023, which are subject to the same achievement and vesting terms as summarized above in “—H1 Fiscal Year 2023 Award.”
H2 Fiscal Year 2023 Award
Our NEOs received in September 2023 (and for Mr. Laponis, in January 2024), PRSUs that become eligible to vest based on achievement of a fiscal year 2024 ending cash balance goal. Once the compensation committee certifies achievement of fiscal year 2024 ending cash balance and determines the number of PRSUs eligible for vesting, 40% of such vesting eligible PRSUs vest on October 1, 2024 (approximately two years following the beginning of fiscal year 2023) and 60% of such vesting eligible PRSUs will vest on October 1, 2025 (approximately three years following the beginning of fiscal year 2023), subject to the NEO’s continuous service through the vesting date.
Determination of the vesting eligible PRSUs was based on achievement against an ending cash balance goal, as set forth in the table below. The vesting eligible percentage with respect to fiscal year 2024 ending cash balance ranged from 50% to 100%.
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Financial Performance GoalThreshold (50% Eligible to Vest)Target (100% Eligible to Vest)Maximum (100% Eligible to Vest)
Ending Cash Balance $220M$225M$225M

In November 2024, the compensation committee certified that the Company had achieved an ending cash balance of $277 million, resulting in achievement at 100%. As a result, the compensation committee certified that the PRSUs would become eligible to vest at 100% of the target number of PRSUs. The table below sets forth the target number and target grant value of PRSUs granted to each NEO and the number of PRSUs that became vesting eligible upon the compensation committee’s certification.
Name
Target Value at Grant(1)(2)
Number of PRSU
Awards Granted
Number of Vesting Eligible PRSU Awards
Emily M. Leproust, Ph.D.$1,894,433 80,85580,855
Adam Laponis
$699,600 20,00020,000
Patrick Finn, Ph.D.$702,900 30,00030,000
Paula Green$702,900 30,00030,000
Dennis Cho$281,160 12,00012,000
William Banyai, Ph.D.$585,750 25,00025,000
James M. Thorburn$234,300 10,00010,000
__________________
(1)The target value at grant of the PRSU awards for each NEO other than Mr. Laponis is based on the per share price of $23.43, which was the closing stock price of the Company’s common stock on September 5, 2023, the grant date.
(2)The target value at grant of the PRSU award for Mr. Laponis is based on the per share price $34.98, which was the closing stock price of the Company’s common stock on January 8, 2024, the grant date.

Severance and Change in Control Benefits
The following table provides information regarding the severance benefits that are provided for in the employment agreements that we have with our NEOs. For additional information regarding the severance and change in control arrangements of our NEOs, please refer to the section below titled “Potential Payments upon Termination or Change in Control.”
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Termination and Change in Control Protections
Philosophy Considerations Terms
•Attract and Retain Executives:
•Intended to ease an NEO’s transition due to an unexpected employment termination, or retirement
•Retain and encourage our NEOs to remain focused on our business and the interests of our stockholders when considering strategic alternatives
•Align Interests with Stockholders: Mitigate any potential employer liability and avoid future disputes or litigation
•The employment of our NEOs is “at will,” meaning we can terminate them at any time, and they can terminate their employment with us at any time
•Arrangements should be designed to: (i) provide reasonable compensation to executive officers who leave our Company under certain circumstances to facilitate their transition to new employment and (ii) require a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits
•“Double-trigger” provisions preserve morale and productivity, and encourage executive retention in the event of a change in control
•These provisions are considered a typical component of a competitive executive compensation program for executives among our fiscal year 2024 peer group
Agreements with NEOs Currently Employed:
•Provide for certain cash payments, and/or the vesting of certain equity awards and COBRA benefits, in the event there is a separation of employment under various circumstances, subject to the execution of a release of claims
•Provide for accelerated vesting of equity awards upon a change in control if the recipient is terminated by the acquiring entity in connection with the change in control under specified circumstances, subject to the execution of a release of claims
Other Executive Benefits
In fiscal year 2024, we did not otherwise provide perquisites to our NEOs that are generally unavailable to other employees except a housing benefit more fully described below. During fiscal year 2024, we provided the following benefits to our NEOs on the same basis as our other eligible employees: health insurance; vacation, personal holidays and sick days; life insurance and supplemental life insurance; short-term and long-term disability insurance; and a 401(k) retirement plan. We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.
The compensation committee has agreed to provide corporate housing benefits to certain NEOs so that they can maintain their primary residences located outside of their primary work location. This benefit reflects the highly competitive executive labor market in which the Company operates. In fiscal year 2024, each executive listed below was entitled to a gross monthly payment as follows: Emily M. Leproust, Ph.D.: $10,000; Patrick Finn: $10,000; Paula Green: $9,000; James M. Thorburn: $8,500.

Compensation Recovery Policy
In accordance with these final rules adopted by the SEC and the Nasdaq Stock Market implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, on November 2, 2023, the compensation committee approved a Compensation Recovery Policy, which provides that in the event the Company is required to restate any of its financial statements that have been filed with the SEC, then the Company will seek to recover any erroneously awarded performance-based incentive compensation received by covered executive officers during the three completed fiscal years of the Company immediately preceding the earlier of (i) the date the Board (or its delegate) concludes (or reasonably should have concluded) that a financial restatement is required or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a financial restatement. Covered executive officers include any current or former executive officer who was a Section 16 officer of the Company during the three-fiscal year recovery period.

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This recovery is required without regard to any individual knowledge or responsibility related to the financial restatement. Notwithstanding the foregoing, the Company will not be required to seek such recovery if the compensation committee determines it impracticable to do so, after exercising a normal due process review of all the relevant facts and circumstances. The compensation committee may in good faith determine that recovery is impracticable if: (i) pursuing such recovery would violate U.S. law and the Company provides an opinion of counsel to that effect acceptable to the Nasdaq Stock Market; (ii) the direct expense paid to a third party to assist in enforcing the recovery would exceed the recoverable incentive compensation and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the Nasdaq Stock Exchange; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended.

Stock Ownership Guidelines
We maintain stock ownership guidelines for our executives to better align our executives’ interests with those of our stockholders. Guidelines are determined as a multiple of the executive’s base salary. The CEO guidelines are established as three times the CEO’s base salary and guidelines for other NEOs are one times such executive’s base salary. Shares underlying unvested stock options, as well as stock options or restricted stock units subject to performance-based goals, do not count toward the ownership guidelines. As part of these guidelines, we require NEOs who do not yet meet the ownership guidelines to retain 50% of any Twist equity acquired (net of taxes) through the exercise of stock options or the vesting of time-based or performance-based awards until the ownership level is achieved.

Hedging, Pledging and Insider Trading
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we maintain our Insider Trading Compliance Program which we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Our Insider Trading Compliance Program applies to all officers, directors and employees of Twist as well as designated consultants and expressly bars ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning our equity securities, such as prepaid variable forwards, equity swaps, collars and exchange funds. Directors, officers and other employees are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan, provided that certain limited exceptions may be granted. In addition, we prohibit our executive officers, directors and employees from purchasing or selling our securities while in possession of material, non-public information, or otherwise using such information for their personal benefit and maintain a quarterly black-out window where applicable individuals may not trade, as further described below.
Our executive officers and members of our Board are permitted to enter into trading plans that are intended to comply with the requirements of Exchange Act Rule 10b5-1 so they may make predetermined trades of our stock.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Beginning in 2022, our compensation committee ceased granting stock options or similar awards as part of our equity compensation program. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant.
Our executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal year 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2024, none of our NEOs were awarded stock options.

Our Compensation-Setting Process

Role of the Compensation Committee
The compensation committee works closely with its independent consultant and meets regularly, including in executive session without members of management present, to make decisions on our executive compensation program and
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on the compensation of our CEO and other executives. The compensation committee reviews a variety of market data and information, including company, compensation peers, and technology industry compensation information, and considers the recommendations of its independent consultant when making compensation decisions. The compensation committee chair reports the actions of the compensation committee to our Board at each regular meeting. The compensation committee’s responsibilities include, among other things, reviewing and approving (or making recommendations to the Board, as applicable, regarding):
•overall compensation strategy;
•amounts and form of executive compensation, including base salary, cash bonus and equity-based compensation;
•goals and objectives to be considered in determining the compensation of the CEO and other executive officers;
•annual and long-term incentive plans and benefit plans;
•Board compensation;
•assess whether such compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company;
•annual proxy and CD&A disclosure; and
•compensation peer group.

Role of the Independent Compensation Consultant

The compensation committee generally retains an independent compensation consultant to help understand competitive compensation levels and incentive designs. The independent compensation consultant is solely hired by, and reports directly to, the compensation committee. The compensation committee has sole authority to retain and terminate the independent compensation consultant. At the compensation committee’s discretion, the independent compensation consultant:
•provides independent advice to the compensation committee on current trends and best practices in compensation design;
•advises on plans or practices that may improve the effectiveness of our compensation program;
•attends compensation committee meetings;
•assists the compensation committee in determining peer companies and evaluating compensation proposals; and
•conducts compensation-related research.
In making fiscal year 2024 compensation decisions, the compensation committee retained Meridian Compensation Partners, LLC (“Meridian”) to help in the selection of an appropriate peer group for executive compensation benchmarking purposes, review our executive compensation programs, assist the compensation committee in designing our executive compensation program and provide the compensation committee an understanding in executive compensation trends. Meridian advised the compensation committee on current trends and best practices in compensation design and on the design of the fiscal year 2024 equity compensation program.
The compensation committee has analyzed and determined that the work of Meridian as a compensation consultant is free of any conflicts of interest and that Meridian is independent under the applicable listing rules.

Role of Management
Our CEO and our other executive officers do not set their own compensation nor are they present when the compensation committee sets their specific individual compensation. Our CEO provides her evaluation of each executive officer’s performance to the compensation committee, and makes recommendations with respect to base salary and target cash bonus awards and equity awards for each executive officer other than herself. This recommendation is considered by the compensation committee, which makes its own ultimate determinations.
The human resources department provides additional analysis and guidance as requested by the compensation committee related to NEO compensation, including the following:
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•developing, summarizing and presenting information and analyses to enable the compensation committee to execute its responsibilities, as well as addressing specific requests for information from the compensation committee;
•attending compensation committee meetings, as requested, to provide information, respond to questions and otherwise assist the compensation committee; and
•assisting the CEO in making preliminary recommendations of base salary structure, cash bonus and long-term equity incentive awards.

Peer Group
Each year, the compensation committee reviews and approves a peer group of companies for which to reference competitive pay levels and practices. The peer group may vary in its composition year-to-year based upon the criteria for selection and market conditions. The peer group companies were chosen based on, among other things, (i) industry, (ii) revenue, (iii) revenue growth, (iv) market cap and (v) market cap as a multiple of revenue.
The compensation committee approved the peer group below and used it as part of its process in setting the fiscal year 2024 executive compensation program, including making pay decisions.

2024 Peer Group
10x Genomics Guardant HealthREGENXBIO
AbCellera Biologics Inc.InsmedSchrödinger
Adaptive Biotechnologies NanoString TechnologiesUltragenyx Pharmaceutical
BioLife SolutionsNeoGenomics Veracyte
CareDXPacific Biosciences of California
Cytek Biosciences
Quanterix Corporation

At the time the peer group was reviewed, it had a median peer revenue of $191 million over the last 12 months, one-year revenue growth of 14%, a market cap of $2.0 billion, and market cap as a multiple of revenue of 7.9x. In contrast, Twist at the time had a revenue of $228 million over the last 12 months, one-year revenue growth of 54%, a market cap of $1.0 billion, and market cap as a multiple of revenue of 4.4x.

Tax Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the compensation committee considers the deductibility of compensation as one factor in determining executive compensation, the compensation committee retains the discretion to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

Compensation Risk Assessment
The compensation committee has assessed our compensation philosophy and objectives, and forms of compensation and benefits for all employees, including executives, and has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company.
The compensation committee believes that the design and objectives of our executive compensation program provide an appropriate balance of incentives for our NEOs, thereby discouraging them from taking inappropriate risks. Among other things, our executive compensation program includes the following design features:
•A balanced mix of short-term cash and long-term equity-denominated compensation, which supports management's focus on long-term value creation and alignment with stockholders versus near-term decisions for cash payouts. For the CEO, long-term incentive compensation makes up 82% of target direct compensation. For other senior most executives, long-term incentive compensation makes up 73% of target direct compensation, on average, in fiscal year 2024.
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•The compensation committee is actively involved in setting performance targets for the incentive plans, assessing the level of stretch in targets and assessing performance against targets. Targets are set with a level of stretch designed to allow performance without inappropriate risk taking.
•Short-term cash bonus plan awards are capped at 200% of target, while fiscal year 2024 long-term equity incentive awards were capped at 100% of target.
•The short-term cash bonus plan is tied to financial and strategic performance. Further, external auditors review financial results, and multiple levels of internal review occur for the short-term cash bonus plan prior to payout certification by the compensation committee.
•Twist’s equity plans encourage share ownership and long-term stockholder alignment. Long-term incentive awards are granted annually, and use overlapping vesting periods to ensure management remains exposed to the risks of their decision making through their unvested share-based awards for the period during which the business risks are likely to materialize. Further, long-term incentive awards are denominated and settled in Twist shares, further linking participants and stockholders. In fiscal year 2024, Twist granted 50% of executive long-term equity incentive awards in performance-based share units and 50% in service-vesting restricted stock units. RSUs and PRSUs are inherently subject to the risks of the business, focus on long-term value creation and support appropriate risk taking.
•All components of target compensation are benchmarked annually against a peer group selected by the compensation committee with input from its independent consultant. Business judgement is used when assessing target pay levels and the Company does not strictly adhere to market benchmarks.
•The compensation committee is comprised solely of independent directors and retains an independent compensation consultant to provide a balanced perspective on compensation programs and practices.
•Executive and director stock ownership guidelines which align Board and executive interests with the long-term interests of stockholders.
•Policies prohibiting hedging and pledging by our employees, officers or directors.

Compensation Committee Report
The information contained in the following report of Twist’s compensation committee is not considered to be “soliciting material”, “filed” or incorporated by reference in any past or future filing by Twist under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Twist specifically incorporates it by reference.
The compensation committee has reviewed and discussed with management the CD&A contained in this proxy statement. Based on this review and discussion, the compensation committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated into Twist’s annual report on Form 10-K for the year ended September 30, 2024.

Submitted by the Compensation Committee
Melissa A. Starovasnik, Ph.D., Chair
Robert Chess
Keith Crandell
Robert Ragusa

Compensation Committee Interlocks and Insider Participation
In fiscal year 2024, the members of our compensation committee were Melissa A. Starovasnik, Ph.D., Robert Chess, Keith Crandell, and Robert Ragusa. None of the members of our compensation committee in fiscal year 2024 was at any time during fiscal year 2024 or at any other time an officer or employee of Twist or any of its subsidiaries, and none had or have any relationships with Twist that are required to be disclosed under Item 404 of Regulation S-K. None of Twist’s executive officers has served as a member of the Board, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or compensation committee during fiscal year 2024.

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Summary Compensation Table
The following table sets forth information regarding fiscal years 2022, 2023, and 2024 compensation for our NEOs, except fiscal years 2022 and 2023 for Mr. Laponis and fiscal year 2022 for Ms. Green are not provided because they were not NEOs in those years.
Name and Principal PositionYear
Salary(3)
($)
Bonus
($)
Stock
Awards(5)
($)
Non- Equity
Incentive Plan
Compensation(6)
($)
All Other
Compensation
($)		Total
($)
Emily M. Leproust, Ph.D.
Chief Executive Officer and Chair of the Board
2024685,000 — 5,849,949 955,575 130,087 (7)7,620,611 
2023685,000 53,796 6,632,151 501,054 126,636 7,998,637 
2022665,000 — 4,521,127 596,106 135,430 5,917,663 
Adam Laponis(1)
Chief Financial Officer
2024330,708 195,000 (4)4,197,600 280,624 4,312 (8)5,008,244 
Patrick Finn, Ph.D.
President and Chief Operating Officer
2024500,000 — 2,762,157 465,000 127,394 (9)3,854,551 
2023470,000 123,761 4,283,916 230,039 120,142 5,227,858 
2022456,000 — 1,888,673 272,506 73,273 2,690,452 
Paula Green
Senior Vice President of Human Resources
2024371,000 — 1,229,460 287,525 117,696 (10)2,005,681 
2023356,291 15,271 1,868,944 142,230 104,684 2,487,420 
Dennis Cho
Chief Legal Officer and Corporate Secretary
2024433,000 — 1,021,913 335,575 7,944 
(11)
1,798,432 
2023410,000 17,888 1,048,112 166,612 5,342 1,647,954 
2022350,000 — 1,422,786 174,300 4,762 1,951,848 
William Banyai, Ph.D.
Senior Vice President of Advanced Development and General Manager of Data Storage
2024460,000 — 1,435,172 416,208 17,494 
(12)
2,328,874 
2023460,000 22,018 2,105,067 220,176 9,141 2,816,402 
2022455,000 — 1,888,673 271,908 18,737 2,634,318 
James M. Thorburn(2)
Former Chief Financial Officer
2024501,675 — 487,484 —115,755 (13)1,104,914 
2023460,000 20,259 1,020,512 202,587 110,249 1,813,607 
2022450,000 — 1,890,519 243,540 121,624 2,705,683 
__________________
(1)Mr. Laponis was appointed Chief Financial Officer, effective January 8, 2024.
(2)Mr. Thorburn ceased to serve as the Company’s Chief Financial Officer when Mr. Laponis’ employment began effective January 8, 2024. Mr. Thorburn transitioned into a Strategic Advisor employment role with the Company, and on October 8, 2024, he transitioned into a consultant role with the Company.
(3)Amounts reflect salary earned during the applicable fiscal year. Mr. Laponis commenced employment with the Company on January 8, 2024, and consequently, his base salary was pro-rated for fiscal 2024.
(4)Amounts reported in this column reflect the value of discretionary bonuses approved and paid to our NEOs. For 2024, Mr. Laponis received a one-time signing bonus of $195,000 when his employment began under his employment agreement.
(5)Amounts reported in this column reflect the aggregate grant date fair value for financial statement reporting purposes of PRSUs and RSUs granted in the applicable fiscal year as determined in accordance with FASB ASC Topic 718. These amounts reflect our accounting expense for these stock awards and do not represent the actual economic value that may be realized by each NEO. There can be no assurance that these amounts will ever be realized. For information on the assumptions used in valuing these awards, refer to Note 13 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
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The table below sets forth the grant date fair value for the PRSUs awarded during the fiscal year ended September 30, 2024 based upon (i) the probable outcome of the performance conditions used for financial reporting purposes in accordance with ASC 718 as of the grant date, and (ii) the maximum outcome of performance conditions under the performance-related component at the level of 100% as of the grant date.
NameYearProbable
Outcome of
Performance
Conditions
Grant Date
Fair Value		Maximum
Outcome of
Performance
Conditions
Grant Date
Fair Value
Emily M. Leproust, Ph.D.2024$2,924,975 $2,924,975 
Adam Laponis2024$1,574,100 $1,574,100 
Patrick Finn, Ph.D.2024$1,381,078 $1,381,078 
Paula Green2024$614,730 $614,730 
Dennis Cho2024$510,957 $510,957 
William Banyai, Ph.D.2024$717,586 $717,586 
James M. Thorburn2024$243,742 $243,742 
__________________
(6)Amounts reflect annual cash bonus awards earned with respect to the applicable fiscal year by each NEO under our Cash Bonus Plan for executive officers.
(7)For Dr. Leproust, this amount represents $120,000 for corporate housing stipend, $8,627 for employer 401(k) plan contributions and $1,461 for life insurance premiums paid during the fiscal year ended September 30, 2024.
(8)For Mr. Laponis, this amount represents $3,570 for employer 401(k) plan contributions and $743 for life insurance premiums paid during the fiscal year ended September 30, 2024.
(9)For Dr. Finn, this amount represents $120,000 for corporate housing stipend, $5,933 for employer 401(k) plan contributions and $1,461 for life insurance premiums paid during the fiscal year ended September 30, 2024.
(10)For Ms. Green, this amount represents $108,000 for corporate housing stipend, $6,966 employer 401(k) plan contributions and $2,731 for life insurance premiums paid during the fiscal year ended September 30, 2024.
(11)For Mr. Cho, this amount represents $6,495 for employer 401(k) plan contributions and $1,449 for life insurance premiums paid during the fiscal year ended September 30, 2024.
(12)For Dr. Banyai, this amount represents $9,967 for employer 401(k) plan contributions and $7,527 for life insurance premiums paid during the fiscal year ended September 30, 2024.
(13)For Mr. Thorburn, this amount represents $102,000 for corporate housing stipend, $8,820 for employer 401(k) plan contributions and $4,934 for life insurance premiums paid during the fiscal year ended September 30, 2024.


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Grants of Plan-Based Awards in Fiscal 2024
The following table sets forth information regarding fiscal 2024 annual incentive bonus awards and equity awards granted to our NEOs in fiscal 2024.
Potential Future Payouts
Under Non-Equity
Incentive Plan Awards(2)
Potential Future Payouts
Under Equity
Incentive Plan Awards		All Other
Stock
Awards:
Number of
Shares or
Stock Units
(#)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)
NameAward Type
Grant
Date(1)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Emily M. Leproust, Ph.D.
Annual Incentive(4)
308,250 616,500 1,233,000 
RSUs(5)
11/02/2023168,9762,924,975 
PRSUs(6)
11/02/202384,488168,976168,9762,924,975 
Adam Laponis
Annual Incentive(4)
123,750 247,500 495,000 
RSUs(7)
01/08/202475,0002,623,500 
PRSUs (8)
01/08/202422,50045,00045,0001,574,100 
Patrick Finn, Ph.D.
Annual Incentive(4)
150,000 300,000 600,000 
RSUs(5)
11/02/202379,7851,381,078 
PRSUs(6)
11/02/202339,89379,78579,7851,381,078 
Paula Green
Annual Incentive(4)
92,750 185,500 371,000 
RSUs(5)
11/02/202335,513614,730 
PRSUs(6)
11/02/202317,75735,51335,513614,730 
Dennis Cho
Annual Incentive(4)
108,250 216,500 433,000 
RSUs(5)
11/02/202329,518510,957 
PRSUs(6)
11/02/202314,75929,51829,518510,957 
William Banyai, Ph.D.
Annual Incentive(4)
138,000 276,000 552,000 
RSUs(5)
11/02/202341,455717,586 
PRSUs(6)
11/02/202320,72841,45541,455717,586 
James M. Thorburn
Annual Incentive(4)
126,500 253,000 506,000 
RSUs(5)
11/02/202314,081243,742 
PRSUs(6)
11/02/20237,04114,08114,081243,742 
__________________
(1)Annual equity awards granted in fiscal year 2024 were approved by the compensation committee.
(2)These amounts reflect the threshold, target, and maximum annuals that our NEO could earn for fiscal 2024 under our Cash Bonus Plan based on achievement on revenue and adjusted gross profit financial goals (70% of target opportunity) and individual performance goals (30% of target opportunity). Amounts shown are calculated as a percentage of fiscal 2024 year-end base salary. Threshold bonus amounts assume achievement of performance goals at 50% of target, target bonus amounts assume achievement of the performance goals at 100% of target, and maximum bonus amounts assume achievement of the performance goals at 200% of target. The NEOs received actual bonuses for fiscal 2024 in the amounts shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. See the discussion and analysis regarding annual incentive bonuses in the CD&A section titled “Cash Bonus Plan” for further information.
(3)The grant date fair value is computed in accordance with FASB ASC Topic 718 for PRSUs and time-based RSUs granted during the applicable fiscal year. For more information on, and assumptions used for the grant date fair value of the PRSUs and time-based RSUs, see the Company’s Form 10-K (Note 13: Stock-based compensation) for the fiscal year ended September 30, 2024.
(4)Represents awards under the Cash Bonus Plan payable in cash.
(5)1/16th of the total number of time-based RSUs vest on each quarterly anniversary of November 2, 2023, for a total vesting period of four years, subject to the NEO’s continuous service through each vesting date.
(6)The amount shown in these rows reflect the share amount, specifically the threshold, the target and the maximum potential awards of PRSUs granted in 2024. These amounts are based on achievement of pre-approved revenue and ending cash balance goals. The vesting percentage for the PRSUs with respect to fiscal year 2025 revenue and fiscal year 2025 ending cash balance, as applicable, ranges from 50% to 100%, and is determined by linear interpolation for performance between the fiscal year 2025 revenue and fiscal year 2025 ending cash balance goals. The amounts shown in the table assume 50% achievement for the threshold award, 100% achievement for the target award, and 100%
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achievement for the maximum award. See the discussion and analysis regarding PRSU awards in the CD&A section titled “Equity Incentive Program” for further information.
(7)Reflects RSUs granted to Mr. Laponis pursuant to the CFO Employment Agreement described in greater detail above in the section titled “Equity Incentive Program—Fiscal Year 2024 Equity Awards— Time-based RSUs.”
(8)Reflects PRSUs granted to Mr. Laponis pursuant to the CFO Employment Agreement described in greater detail above in the section titled “Equity Incentive Program—Fiscal Year 2024 Equity Awards—PRSUs.”

Outstanding equity awards as of September 30, 2024
The following table provides information regarding the outstanding equity awards held by each of our NEOs as of September 30, 2024:
Option Awards(1)
Stock Awards(1)
NameGrant Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That
Have
Not
Vested(2)
(#)
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested (3)
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units of
Stock,
or
Other
Rights
That
Have
Not
Vested(4)
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units of
Stock,
or Other
Rights
That
Have
Not
Vested(5)
($)
Emily M. Leproust, Ph.D.9/29/2017
(6)
150,879——8.82 9/28/2027—— —— 
11/19/2018
(7)
266,539——26.66 11/18/2028—— —— 
10/24/2019
(8)
131,290——23.33 10/23/2029—— —— 
9/1/2020
(9)
64,950——67.85 8/31/2030—— —— 
9/1/2020
(10)
———— —1,35461,174 —— 
12/27/2021
(11)
———— ——— 26,7661,209,288 
12/27/2021
(12)
———— —5,265237,873 —— 
12/19/2022
(13)
—————33,6151,518,726 —— 
12/19/2022
(14)
——————— 45,9532,076,157 
9/5/2023
(15)
—————60,6432,739,851 —— 
9/5/2023
(16)
——————— 80,8553,653,029 
11/2/2023
(17)
—————137,2936,202,898 —— 
11/2/2023
(18)
——————— 168,9767,634,336 
Adam Laponis 1/8/2024
(19)
———— —71,8763,247,358 —— 
1/8/2024
(20)
———— ——— 45,0002,033,100 
Patrick Finn, Ph.D.9/29/2017
(6)
3,279——8.82 9/28/2027—— —— 
11/19/2018
(7)
34,512——26.66 11/18/2028—— —— 
10/24/2019
(8)
19,705——23.33 10/23/2029—— —— 
9/1/2020
(9)
23,355——67.85 8/31/2030—— —— 
9/1/2020
(10)
———— —48722,003 —— 
12/27/2021
(11)
———— ——— 11,846535,202 
12/27/2021
(12)
———— —1,89585,616 —— 
12/19/2022
(13)
———— —19,962901,883 —— 
12/19/2022
(14)
———— ——— 27,2871,232,827 
2/2/2023
(13)
———— —17,228778,361 —— 
2/2/2023
(14)
———— ——— 23,5511,064,034 
9/5/2023
(16)
———— ——— 30,0001,355,400 
11/2/2023
(17)
———— — 64,8272,928,884 —— 
11/2/2023
(18)
———— — —— 79,785 3,604,686 
46
Option Awards(1)
Stock Awards(1)
NameGrant Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That
Have
Not
Vested(2)
(#)
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested (3)
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units of
Stock,
or
Other
Rights
That
Have
Not
Vested(4)
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units of
Stock,
or Other
Rights
That
Have
Not
Vested(5)
($)
Paula Green9/29/2017
(6)
1,046——8.82 9/29/2027—— —— 
11/19/2018
(7)
31,956——26.66 11/18/2028—— —— 
10/24/2019
(8)
26,137——23.33 10/23/2029—— —— 
9/1/2020
(9)
17,880——67.85 8/31/2030————
9/1/2020
(10)
—————37316,852 ——
12/27/2021
(12)
—————1,45065,511 ——
12/27/2021
(11)
———————6,262282,917 
12/19/2022
(13)
—————5,478247,496 ——
12/19/2022
(14)
———————7,485338,172 
9/5/2023
(18)
—————22,5001,016,550 ——
9/5/2023
(19)
———————30,0001,355,400 
11/2/2023
(17)
—————28,8561,303,714—— 
11/2/2023
(18)
———————35,5131,604,477 
Dennis Cho 9/13/2021
(21)
6,1422,052—115.939/12/2031———— 
9/13/2021
(22)
—————1,02546,310—— 
12/27/2021
(11)
———————8,315375,672 
12/27/2021
(12)
—————1,70977,213—— 
12/19/2022
(13)
—————5,744259,514—— 
9/5/2023
(15)
—————9,000406,620—— 
12/19/2022
(14)
———————7,851354,708 
9/5/2023
(16)
———————12,000542,160 
11/2/2023
(17)
—————23,9851,083,642—— 
11/2/2023
(18)
———————29,5181,333,623 
William Banyai, Ph.D.9/29/2015
(23)
9,058——5.95 9/28/2025—— —— 
9/29/2017
(6)
141,161——8.82 9/28/2027—— —— 
11/19/2018
(7)
91,004——26.66 11/18/2028—— —— 
10/24/2019
(8)
39,710——23.33 10/23/2029—— —— 
9/1/2020
(9)
23,355——67.85 8/31/2030—— —— 
9/1/2020
(10)
———— —48722,003 —— 
12/27/2021
(11)
———— ——— 11,846535,202 
12/27/2021
(12)
———— —1,89585,616 —— 
12/19/2022
(13)
———— —11,039498,742 —— 
12/19/2022
(14)
———— ——— 15,089681,721 
9/5/2023
(15)
———— —18,752847,215 —— 
9/5/2023
(16)
———— ——— 25,0001,129,500 
11/2/2023
(17)
———— — 33,6831,521,798 —— 
11/2/2023
(18)
———— — —— 414551,872,937 
James M. Thorburn9/1/2020
(9)
23,355——67.85 8/31/2030—— —— 
9/1/2020
(10)
———— —48722,003 —— 
12/27/2021
(11)
———— ——— 11,861535,880 
12/27/2021
(12)
———— — 1,89585,616 —— 
12/19/2022
(13)
———— —9,297420,038 —— 
12/19/2022
(14)
———— ——— 12,707574,102 
9/5/2023
(16)
———— ——— 10,000451,800 
11/2/2023
(17)
———— — 11,441516,904 —— 
47
Option Awards(1)
Stock Awards(1)
NameGrant Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That
Have
Not
Vested(2)
(#)
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested (3)
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units of
Stock,
or
Other
Rights
That
Have
Not
Vested(4)
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units of
Stock,
or Other
Rights
That
Have
Not
Vested(5)
($)
11/2/2023
(18)
———— — —— 14,081636,180 
_______________
(1)Prior to our IPO, all awards were granted under our 2013 Stock Plan. Following our IPO, all awards were granted under our 2018 Equity Incentive Plan.
(2)The units in this column represent RSUs granted pursuant to an RSU award agreement that remained unvested as of September 30, 2024.
(3)Each RSU represents the right to receive a share of our common stock. The market value of our common stock is based on the per share price of $45.18, which was the closing stock price of the Company’s common stock on September 30, 2024, the last trading day of the fiscal year 2024.
(4)The units in this column represent PRSUs granted pursuant to a PRSU award agreement, all of which remained unvested as of September 30, 2024.
(5)The market value is calculated by multiplying the number of PRSUs that may be earned upon achievement of PRSU performance goals by the closing market price of our stock of $45.18 as of September 30, 2024, the last trading day of fiscal year 2024.
(6)The option grant was subject to a four-year vesting schedule, with 10% of the shares vesting on September 28, 2017, 15% of the shares vesting on September 28, 2018 and 1/48th of the shares vesting monthly thereafter, subject to continuous service through each applicable vesting date.
(7)The option grant was subject to a five-year vesting schedule, with 20% of the shares vesting on October 31, 2019 and 1/60th of the shares vesting monthly thereafter, subject to continuous service through each applicable vesting date.
(8)The option grant was subject to a four-year vesting schedule, with 25% of the shares vesting on October 24, 2020 and 1/48th of the shares vesting monthly thereafter, subject to continuous service through each applicable vesting date.
(9)The performance-based option grant vested upon the compensation committee’s certification of achievement of fiscal year 2022 revenue at 150% of target.
(10)The RSU grant was subject to a four-year vesting schedule, with 1/16th of the RSUs vesting on each quarterly anniversary of October 1, 2020, subject to the NEO’s continuous service through each vesting date.
(11) PRSUs vest based on fiscal year 2023 revenue and adjusted gross profit goals, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. On November 2, 2023, the compensation committee certified achievement of the fiscal year 2023 revenue growth and adjusted gross profit performance goals at 127% and 61% of target, respectively. As a result, the compensation committee certified that the PRSUs were eligible to vest at 113% of the target number of PRSUs. So long as the executive was in continuous service, the vesting eligible PRSUs vested and were settled as follows: (x) 40% of the vesting eligible shares vested effective as of October 1, 2023 and (y) 60% of the vesting eligible shares vested on October 1, 2024.
(12)1/16th of the total number of time-based RSUs vest on each quarterly anniversary of October 1, 2021, for a total vesting period of 48 months, subject to the NEO’s continuous service through each vesting date.
(13)1/16th of the total number of time-based RSUs vest on each quarterly anniversary of December 19, 2022 (and February 2, 2023 for Dr. Finn), for a total vesting period of 48 months, subject to the NEO’s continuous service through each vesting date.
(14)PRSUs vest based on fiscal year 2024 revenue and adjusted gross profit goals, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. On November 4, 2024, the compensation committee certified achievement of the fiscal year 2024 revenue goal at 96% and 0% achievement of the
48
adjusted gross profit performance goal. As a result, 77% of the target number of PRSUs became eligible to vest. So long as the executive is in continuous service, the vesting eligible PRSUs shall vest and be settled as follows: (x) 40% of the vesting eligible shares vested effective as of October 1, 2024 and (y) 60% of the vesting eligible shares will vest on October 1, 2025.
(15)1/16th of the total number of time-based RSUs vest on each quarterly anniversary of September 5, 2023, for a total vesting period of 48 months, subject to the NEO’s continuous service through each vesting date.
(16)PRSUs vest based on fiscal year 2024 ending cash balance, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. On November 4, 2024, the compensation committee certified achievement of the specified performance metric at 100%. As a result, 100% of the target number of PRSUs became eligible to vest. So long as the executive is in continuous service, the vesting eligible PRSUs shall vest and be settled as follows: (x) 40% of the vesting eligible shares vested effective as of October 1, 2024 and (y) 60% of the vesting eligible shares will vest on October 1, 2025.
(17)1/16th of the total number of time-based RSUs vest on each quarterly anniversary of November 2, 2023, for a total vesting period of 48 months, subject to the NEOS’s continuous service through each vesting date.
(18)The number of PRSUs listed in this row reflects the target outcome of the performance conditions, as performance was tracking above threshold achievement as of September 30, 2024. PRSUs become eligible to vest based on fiscal year 2025 revenue and ending cash balance goals, subject to the NEO’s continuous service through the date that the compensation committee certifies the performance results. As soon as practical after October 1, 2025, the compensation committee will certify the performance results based on achievement against specified performance metrics to determine the number of shares subject to the PRSUs that will be eligible to vest. So long as the executive is in continuous service, the vesting eligible PRSUs shall vest and be settled as follows: (x) 40% of the vesting eligible shares will vest effective as of October 1, 2025 and (y) 60% of the vesting eligible shares will vest on October 1, 2026. The vesting percentage ranges from 50% to 100%, and is determined by linear interpolation for performance between the performance metrics.
(19)Mr. Laponis received two RSU grants: (i) 50,000 RSUs of which 25% will vest on January 8, 2025 and the remainder will vest quarterly, and (ii) 25,000 RSUs which vest over four years, with 1/16th vesting on each quarterly anniversary of January 8, 2024.
(20)Mr. Laponis received two PRSU grants: (i) 25,000 PRSUs which vest as described in footnote 18 above, and (ii) 20,000 PRSUs which became eligible to vest based on achievement against the ending cash balance metric for fiscal year 2024.
(21)The option grant is subject to a four-year vesting schedule, requiring continuous service through each applicable vesting date. One-quarter of the shares vested on September 13, 2022, and 1/48th of the shares vest on each month thereafter.
(22)The RSU grant vests quarterly over a four-year period, subject to continuous service through each applicable vesting date.
(23)The option granted to Dr. Banyai was subject to a four-year vesting schedule, requiring continuous service through each applicable vesting date. One-quarter of the shares vested on September 1, 2016 and 1/48th of the shares vested on each month thereafter.

49
Option Exercises and Stock Vested in Fiscal Year 2024
The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of RSU awards and restricted stock awards during the fiscal year ended September 30, 2024 by each of our NEOs.
Option
Awards		Stock
Awards
Name
Number of
Shares
Acquired on
Exercise
Value
Realized on
Exercise(1)
($)
Number of
Shares
Acquired on
Vesting
Value
Realized on
Vesting(2)
($)
Emily M. Leproust, Ph.D.— — 81,6813,057,862 
Adam Laponis— — 3,124127,959 
Patrick Finn, Ph.D.— — 36,6141,285,076 
Paula Green— — 19,735745,688 
Dennis Cho — — 13,132513,826 
William Banyai, Ph.D.75,1083,092,947 24,053901,317 
James M. Thorburn59,8951,353,384 11,842435,482 
__________________
(1)The value realized upon vesting of stock options is calculated by multiplying the number of shares underlying the stock options vested by difference between (a) the closing price of our common stock on the vesting date and (b) the exercise price of the stock option and does not necessarily reflect actual proceeds received. If such amount is a negative number, the value realized is presumed to be zero.
(2)The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price of our common stock on the vesting date and does not necessarily reflect actual proceeds received.

Equity Compensation Plan Information
Information about our equity compensation plan may be found under Proposal No. 4 — Approval of an Amendment and Restatement of the Company’s 2018 Equity Incentive Plan.”

Employment Agreement

Employment Agreements with Current NEOs
On September 8, 2022, we entered into an amended and restated employment agreement with each of Dr. Leproust, Dr. Finn, Ms. Green, Mr. Cho, and Dr. Banyai. Mr. Finn’s agreement was further amended and restated effective October 1, 2022 in connection with his appointment as President and Chief Operating Officer. These agreements provide for at-will employment and establish the NEO’s base salary, eligibility to participate in an incentive bonus plan and standard employee benefits. In addition in connection with the commencement of Mr. Laponis’ employment in January 2024, we entered into the CFO Employment Agreement which contains substantially similar terms to the amended and restated employment agreement entered into with the other NEOs (as described above in “Executive Compensation Decisions Related to Executive Team Changes—Employment Agreement with New Chief Financial Officer”).
These amended and restated employment agreements and the CFO Employment Agreement also, for the three years following their effective date, provide for certain severance payments and benefits in connection with each NEO’s termination of employment under various circumstances, including in connection with a change in control of the Company. The material terms and conditions of these provisions are summarized below in “—Potential Payments upon Termination or Change in Control.” Upon the expiration date of the initial three-year term, and each subsequent anniversary of such date, if applicable, the term of the executive’s employment will be automatically extended by one year unless either party to the agreement provides the other party with written notice at least 90 days before the three-year term expiration date, or such subsequent anniversary of such date, if applicable, of such party’s decision not to extend the term of employment under the agreement.
The amended and restated employment agreements and the CFO Employment Agreement also contain a “better after-tax” provision, which provides that if any of the payments to an executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the
50
NEO receiving the greater amount after taking into consideration the excise tax under Section 4999 of the Code and any interest or penalties associated with such excise tax.
Arrangement with Former NEO
Upon commencement of employment by Mr. Laponis on January 8, 2024, Mr. Thorburn ceased to serve as the Company’s Chief Financial Officer and transitioned into a Strategic Advisor employment role with the Company pursuant to the Thorburn Employment Agreement. After the expiration of the Thorburn Employment Agreement, on October 8, 2024, the Company and Mr. Thorburn entered into the Thorburn Consulting Agreement. For more information, please see
“Executive Compensation Decisions Related to Executive Team Changes— Amended Employment Agreement and Consulting Arrangement with Former Chief Financial Officer.”

Potential Payments upon Termination or Change in Control

Involuntary Termination of Employment not in Connection with Change in Control
In the event that we terminate a NEO’s employment for any reason other than “cause”, death, or “disability”, or if the NEO resigns for “good reason”, in each case, other than in connection with or during the 24-month period following, a “change in control”, such NEO will be eligible to receive the following severance benefits, subject to, among other things, executing a general release of claims in favor of the Company and complying with the terms of his or her confidentiality agreement:
•a cash payment equal to 12 months of her then-current base salary in the case of Dr. Leproust and six months of their then-current base salary in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai, payable in installments over such period according to our regular payroll schedule;
•a pro-rata incentive bonus for the year of termination (days worked relative to 365 days) based on actual performance and paid when bonuses are normally paid; and
•COBRA premiums for a period of 12 months in the case of Dr. Leproust and six months in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai.
The table below estimates the amount of compensation that would be payable in the event of a termination of the NEO’s employment by the Company for any reason (other than “cause”, death, or “disability”), or a resignation by the NEO for “good reason”, in each case, other than in connection with or during the 24-month period following, a “change in control”. The amounts shown assume that the NEO’s termination or resignation was effective as of September 30, 2024.

Name
Base Salary Continuation(1)
Pro-Rata Incentive Bonus(2)
COBRA Premium Payments(3)
Total
Emily M. Leproust, Ph.D.$685,000 $955,575 $32,400 $1,672,975 
Adam Laponis$225,000 $280,624 $16,200 $521,824 
Patrick Finn, Ph.D.$250,000 $465,000 $16,200 $731,200 
Paula Green$185,500 $287,525 $16,200 $489,225 
Dennis Cho$216,500 $335,575 $16,200 $568,275 
William Banyai, Ph.D.$230,000 $416,208 $16,200 $662,408 
__________________
(1)Represents a cash payment equal to 12 months of her then-current base salary in the case of Dr. Leproust and six months of their then-current base salary in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai, payable in installments over such period according to our regular payroll schedule.
(2)Represents a pro-rata incentive bonus for the year of termination (days worked relative to 365 days) based on actual performance and paid when bonuses are normally paid.
(3)Represents the total value of COBRA premiums for a period of 12 months in the case of Dr. Leproust and six months in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai. The COBRA premium reimbursement cost is estimated at $2,700 per month.
51
Involuntary termination of employment in connection with change in control
In the event that we terminate a NEO’s employment for any reason other than “cause”, death, or “disability”, or if the NEO resigns for “good reason”, in each case, in connection with or during the 24-month period following a “change in control”, such NEO will be eligible to receive the following severance benefits, subject to, among other things, executing a general release of claims in favor of the Company and complying with the terms of his or her confidentiality agreement:
•a cash payment equal to 24 months of her then-current base salary in the case of Dr. Leproust and 12 months of their then-current base salary in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai, payable in installments over such period according to our regular payroll schedule;
•a cash payment equal to the executive’s average bonus for the two years prior to the termination, payable in installments over such period according to our regular payroll schedule;
•a pro-rata incentive bonus in respect of the fiscal year including the date of the involuntary termination in an amount equal to (x) the target incentive bonus amount applicable to the year in which the involuntary termination occurs multiplied by (y) a fraction, the numerator of which is the number of days the executive was employed with the Company during the year and the denominator of which is 365 days, payable in installments over such period according to our regular payroll schedule;
•COBRA premiums for a period of 24 months in the case of Dr. Leproust and 12 months in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai;
•100% immediate vesting acceleration of all of the shares of our common stock underlying any then-outstanding unvested stock options and other unvested equity awards that are subject to a time-based vesting requirement; and
•vesting acceleration with respect to any equity awards that include a performance-based vesting requirement such that the executive shall become vested in the greater of the amount that would become vested based on (i) achievement at 100% of target with respect to the performance-based equity, or (ii) the actual performance with respect to the performance-based equity.
The table below estimates the amount of compensation that would be payable in the event of a termination of the NEO’s employment by the Company for any reason (other than “cause”, death, or “disability”), or a resignation by the NEO for “good reason”, in each case, in connection with or during the 24-month period following a “change in control.” The amounts shown assume that the NEO’s termination or resignation was effective as of September 30, 2024.

NameBase Salary Continuation(1)Average Incentive Bonus(2)Pro-Rata Target Incentive Bonus(3)COBRA Premium Payments(4)Acceleration of Time-Based Equity Awards(5)Acceleration of Performance-Based Equity Awards(6)Total
Emily M. Leproust, Ph.D.$1,370,000$548,580$616,500$64,800$10,760,522$15,196,519$28,556,921
Adam Laponis$450,000$—$247,500$32,400$3,247,358$2,033,100$6,010,358
Patrick Finn, Ph.D.$500,000$251,273$300,000$32,400$4,716,747$8,482,138$14,282,558
Paula Green$371,000$154,530$185,500$32,400$2,650,123$3,682,576$7,076,129
Dennis Cho$433,000$170,456$216,500$32,400$1,873,299$2,712,743$5,438,398
William Banyai, Ph.D.$460,000$246,042$276,000$32,400$2,975,374$4,424,116$8,413,932
__________________
(1)Represents a cash payment equal to 24 months of her then-current base salary in the case of Dr. Leproust and 12 months of their then-current base salary in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai, payable in installments over such period according to our regular payroll schedule.
(2)Represents a cash payment equal to the executive’s average bonus for the two years prior to the year in which the involuntary termination occurred (which would be fiscal years 2022 and 2023, assuming a termination in fiscal year 2024), payable in installments over such period according to our regular payroll schedule. Mr. Laponis commenced employment in January 2024 and therefore does not have a bonus amount to include in this column, assuming a termination or resignation was effective as of September 30, 2024.
(3)Represents a pro-rata incentive bonus in respect of the fiscal year including the date of the involuntary termination in an amount equal to (x) the target incentive bonus amount applicable to the year in which the involuntary termination occurs multiplied by (y) a fraction, the numerator of which is the number of days the executive was employed with the
52
Company during the year and the denominator of which is 365 days, payable in installments over such period according to our regular payroll schedule.
(4)Represents the total value of COBRA premiums for a period of 24 months in the case of Dr. Leproust and 12 months in the case of Mr. Laponis, Ms. Green, Mr. Cho and Drs. Finn and Banyai. The COBRA premium reimbursement cost is estimated at $2,700 per month.
(5)Represents the value of 100% immediate vesting acceleration of all of the shares of our common stock underlying any then outstanding unvested equity awards that are subject to a time-based vesting requirement. The total number of unvested shares that would be subject to vesting acceleration pursuant to the outstanding time-based RSU awards held by each NEO is as follows: for Dr. Leproust, 238,170; for Mr. Laponis, 71,876; for Dr. Finn, 104,399; for Ms. Green, 58,657; for Mr. Cho, 41,463; and for Dr. Banyai, 65,856. The value of the accelerated vesting is based on the closing price per share of our Class A common stock of $45.18 on September 30, 2024.
(6)Represents the value of vesting acceleration with respect to any equity awards that include a performance-based vesting requirement such that the executive shall become vested in the greater of the amount that would become vested based on (i) achievement at 100% of target with respect to the performance-based equity, or (ii) the actual performance with respect to the performance-based equity. The total number of unvested shares that would be subject to vesting acceleration pursuant to the outstanding PRSU awards held by each NEO is as follows: for Dr. Leproust, 336,355; for Mr. Laponis, 45,000; for Dr. Finn, 187,741; for Ms. Green, 81,509; for Mr. Cho, 60,043; and for Dr. Banyai, 97,922. The value of the accelerated vesting is based on the closing price per share of our Class A common stock of $45.18 on September 30, 2024.
Each NEO’s employment agreement contains a “better after-tax” provision, which provides that if any of the payments to an executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the NEO receiving the greater amount after taking into consideration the excise tax under Section 4999 of the Code and any interest or penalties associated with such excise tax.

Definitions
As defined in each NEO’s employment agreement, “change in control” shall have the meaning ascribed to such term in our 2018 Equity Incentive Plan (unless otherwise provided for in an equity award agreement).
As defined in each NEO’s employment agreement, “cause” means the NEO’s (i) material breach of the employment agreement, confidentiality agreement, or any other written agreement with the Company, which breach to the extent deemed curable by the Board is not cured within 10 business days after written notice thereof from the Company; (ii) material failure to comply with the Company’s written policies or rules, which breach to the extent deemed curable by the Board is not cured within 10 business days after written notice thereof from the Company; (iii) repeated failure to follow reasonable and lawful instructions from the Board, which failure is not cured within 10 business days after written notice thereof from the Company; (iv) commission, conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state if such felony is work-related, impairs his or her ability to perform services for the Company in accordance with the employment agreement, or results in a loss to the Company or damage to the reputation of the Company; (v) misappropriation of funds or property of the Company; (vi) gross neglect of his or her duties; (vii) act or omission that results directly or indirectly in material financial accounting improprieties for the Company; (viii) failure to cooperate with a government investigation; or (ix) gross or willful misconduct resulting in a loss to the Company or damage to the reputation of the Company.
As defined in each NEO’s employment agreement, “good reason” means a resignation by the NEO within 90 days after one of the following conditions has come into existence without his or her written consent: (i) a material diminution in executive’s authority, duties or responsibilities; (ii) a material reduction of executive’s annual base salary; provided, however, that prior to a change in control, it shall not be “good reason” if there is a corresponding reduction in the base salaries of all other executive officers of the Company; (iii) a material change in the geographic location at which the executive must perform services (a change in location of executive’s office will be considered material only if it increases the executive’s current one-way commute by more than 50 miles); or (iv) a material breach by the Company of a material provision of the employment agreement. A condition shall not be considered “good reason” unless executive gives the Company written notice of the condition within 30 days after the condition comes into existence and the Company fails to remedy the condition within 30 days after receiving executive’s written notice.
As defined in each NEO’s employment agreement, “disability” means that the NEO is unable to perform the essential functions of his or her position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.
53

Termination of Employment of Mr. Thorburn
As discussed above in the section titled “Executive Compensation Decisions Related to Executive Team Changes—Amended Employment Agreement and Consulting Arrangement with Former Chief Financial Officer,” Mr. Thorburn’s employment with the Company terminated on October 1, 2024, and he did not receive any severance payments or benefits.

Pay Ratio Disclosure
Pursuant to SEC rules adopted according to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our principal executive officer to our median employee’s annual total compensation. Our current principal executive officer is Dr. Leproust, our CEO.
As of September 30, 2024, the ratio of our current CEO’s Total Compensation to the median employee’s Total Compensation is as follows:
Median Employee Total Compensation$208,280 
CEO’s Total Compensation$7,620,611 
Ratio of CEO to Median Employee Compensation36.6 to 1
To identify our median employee for CEO Pay Ratio purposes, we used the following methodology:
•Because we determined that there had been no change in the employee population or employee pay plans that would significantly change the pay ratio disclosure, we have continued to use the median employee determined based on our employee population as of September 30, 2023.
•We used a consistently applied compensation measure that included the sum of each employee’s base salary, bonuses and commissions earned in fiscal 2024 and the grant date fair value of all equity granted in fiscal 2024.
•We annualized the base salaries for employees who were employed by us for less than the entire calendar year.
•Compensation paid in foreign currencies was converted to U.S. dollars based on the exchange rates as of September 30, 2024.
Using this approach, we calculated the annual total compensation of our median employee for 2024 in accordance with the requirements of the Summary Compensation Table.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOs and certain financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered fiscal year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the CD&A.

54
Value of Initial Fixed $100
Investment Based On:
Year (1)
(a)
Summary Compensation Table Total for CEO
(b)
Compensation Actually Paid to CEO (2)
(c)
Average Summary Compensation Table Total for Non-CEO NEOs
(d)
Average Compensation Actually Paid to Non-CEO NEOs (3)
(e)
Total Shareholder Return
(f)
Peer Group Total Shareholder Return(4)
(g)
Net Income
(in millions)
(h)
Revenue (in millions)(5)
(i)
2024$7,620,611 $24,977,300 $2,683,449 $6,359,699 $59.47 $115.57 $(280.7)$313.0 
2023$7,998,637 $3,219,824 $3,086,321 $1,648,641 $26.67 $95.05 $(204.6)$245.1 
2022$5,917,663 $(15,039,602)$2,484,123 $(3,534,350)$46.39 $89.85 $(217.9)$203.6 
2021$1,281,593 $18,054,219 $728,146 $6,408,876 $140.81 $120.21 $(152.1)$132.3 
__________________
(1)The CEO and other NEOs for the indicated years were as follows: (i) for 2024, our CEO was Dr. Leproust and our other NEOs were Mr. Laponis, Dr. Finn, Ms. Green, Mr. Cho, Dr. Banyai, and Mr. Thorburn; (ii) for 2023, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, and Ms. Green; (iii) for 2022, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, Mr. Cho, and Mr. Weiss; and (iv) for 2021, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, and Mr. Weiss.
(2)Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

Fiscal Year
Summary Compensation Table
Total
Adjustment to Summary Compensation Table
Total(1)
Compensation Actually Paid
2024$7,620,611 $17,356,689 $24,977,300 
2023$7,998,637 $(4,778,813)$3,219,824 
2022$5,917,663 $(20,957,265)$(15,039,602)
2021$1,281,593 $16,772,626 $18,054,219 
__________________
(1) See table below for calculation of Adjustment to Summary Compensation Table Total

Fiscal Year Deduction of Grant Date Fair Value of Current year Equity AwardsAddition of Fair Value of Current Year Equity Awards at Fiscal Year EndAdditions (Deductions) for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End Additions (Deductions) for Awards that are Granted and Vest in the Same Covered Fiscal Year Additions (Deductions) for Change in Value of Prior Years’ that Vested in Fiscal Year Adjustment to Summary Compensation Table Total
2024$(5,849,949)$13,837,233 $7,705,047 $1,178,291 $486,067 $17,356,689 
2023$(6,632,151)$4,259,928 $(1,518,003)$208,413 $(1,097,000)$(4,778,813)
2022$(4,521,127)$2,416,154 $(11,693,150)$138,996 $(7,298,138)$(20,957,265)
2021$— $— $9,403,372 $— $7,369,254 $16,772,626 

(3)Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.

55
Fiscal Year
Average Summary Compensation Table
Total
Adjustment to Average Summary Compensation Table
Total(1)
Average Compensation Actually Paid
2024$2,683,449$3,676,250$6,359,699
2023$3,086,321$(1,437,680)$1,648,641
2022$2,484,123$(6,018,473)$(3,534,350)
2021$728,146$5,680,730$6,408,876
__________________
(1) See table below for calculation of Adjustment to Average Summary Compensation Table Total

Fiscal Year
Deduction of Grant Date Fair Value of Current Year
Addition of Fair Value of Current Year Equity Awards at Fiscal Year EndAdditions (Deductions) for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End Additions (Deductions) for Awards that are Granted and Vest in the Same Covered Fiscal Year Additions (Deductions) for Change in Value of Prior Years’ that Vested in Fiscal Year
Adjustment to Average Summary Compensation Table Total
2024$(1,855,631)$3,422,378 $1,713,610 $254,130 $141,763 $3,676,250 
2023$(2,319,610)$1,220,625 $(554,184)$97,636 $117,853 $(1,437,680)
2022$(1,795,865)$975,053 $(3,248,755)$49,024 $(1,997,930)$(6,018,473)
2021$— $— $3,217,733 $— $2,462,997 $5,680,730 

(4)For each indicated covered year, represents the cumulative TSR of the Nasdaq Biotechnology Index.

(5)In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year. The Company determined revenue, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.

Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance

The charts below describe the relationship between compensation actually paid (CAP) to our CEO and the average of the compensation actually paid to our other NEOs (as calculated above) and our financial and stock performance for the indicated years. In addition, the first chart below compares our cumulative total shareholder return (TSR) and peer group cumulative TSR for the indicated years.
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1.2.jpg

57



2.2.jpg

58
3.2.jpg

Company’s Most Important Financial Performance Measures

The following were the most important financial performance measures (and non-financial performance measures), as determined by the Company, that link compensation actually paid to our NEOs to the Company’s performance for the most recently completed fiscal year.
•Revenue
•Adjusted Gross Profit
•Ending Cash Balance
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of December 6, 2024 by:
(1)each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;
(2)each of our NEOs;
(3)each of our directors or director nominees; and
(4)all executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on December 6, 2024.
Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of December 6, 2024 and shares issuable upon the settlement of RSU awards held by that person that will vest within 60 days of December 6, 2024. Shares subject to those options and RSU awards for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based percentage ownership of our common stock on 59,522,846 shares of our common stock outstanding as of December 6, 2024. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Twist Bioscience Corporation, 681 Gateway Boulevard, South San Francisco, California 94080.
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Shares beneficially owned
Name of beneficial ownerCommon
stock		Options
exercisable
within
60 days		RSU
Awards
vesting
within
60 days		Aggregate
number of
shares
beneficially
owned		%
5% or more stockholders:
Artisan Partners Limited Partnership(1)
6,068,671——6,068,67110.20 
BlackRock, Inc.(2)
5,946,345——5,946,3459.99 
The Vanguard Group(3)
5,475,322——5,475,3229.20 
ARK Investment Management LLC(4)
5,358,093——5,358,0939.00 
Invesco Ltd.(5)
3,676,773——3,676,7736.18 
William Blair Investment Management, LLC(6)
3,549,874——3,549,8745.96 
State Street Corporation(7)
3,362,215——3,362,2155.65 
Named executive officers and directors:
Emily M. Leproust, Ph.D.
355,823613,65815,349984,8301.64 
Adam Laponis
6,923—14,06220,985*
Patrick Finn, Ph.D.
140,82680,8519,497231,174*
Paula Green50,64277,0193,117130,778*
Dennis Cho
56,5256,8263,08166,432*
William Banyai, Ph.D.
298,588247,9744,196550,758*
James M. Thorburn
69,53223,355(10)—92,887*
Nelson C. Chan17,77638,396—56,172*
Robert Chess(8)
15,82651,275—67,101*
Keith Crandell(9)
88,23622,858—111,094*
Jan Johannessen8,12545,162—53,287*
Xiaoying Mai25,24222,858—48,100*
Robert Ragusa13,11512,270—25,385*
Melissa A. Starovasnik, Ph.D.
11,3392,739—14,078*
All current directors and executive officers as a group (13 persons)
800,583973,91245,4581,819,9533.01 
__________________
*Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.
(1)Based on a Schedule 13G/A filed by Artisan Partners Limited Partnership, Artisan Investments GP LLC, Artisan Partners Holdings LP, Artisan Partners Asset Management Inc. (collectively, “Artisan”) on July 9, 2024. The address for Artisan is 875 East Wisconsin Avenue, Suite 800, Milwaukee, WI 53202.
(2)Based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) on January 24, 2024. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.
(3)Based on a Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on February 13, 2024. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(4)Based on a Form 13F filed by ARK Investment Management LLC (“ARK Investment Management”) on October 31, 2024. The address of ARK Investment Management is 200 Central Avenue, St. Petersburg, FL 33701.
(5)Based on a Schedule 13G filed by Invesco Ltd. (“Invesco”) on November 8, 2024. The address for Invesco is 1331 Spring Street NW, Suite 2500, Atlanta, GA 30309.
(6)Based on a Schedule 13G filed by William Blair Investment Management, LLC (“William Blair”) on February 12, 2024. The address for William Blair is 150 North Riverside Plaza, Chicago, IL 60606.
(7)Based on a Schedule 13G/A filed by State Street Corporation (“State Street”) on January 25, 2024. The address for State Street is State Street Financial Center, One Lincoln Street Boston, MA 02111.
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(8)Based on a Form 4 filed by Robert Chess on November 13, 2024, the Chess 1997 Trust owns 42,528 shares of common stock.
(9)Based on a Form 4 filed by Keith Crandell on February 10, 2022, the Keith Crandell Trust owns 76,047 shares of common stock.
(10)Exercisable until January 1, 2025 (the 3-month anniversary of the end of Mr. Thorburn’s employment), at which time the options will be cancelled.

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PROPOSAL 2 — NON-BINDING, ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our Board is committed to excellence in governance. As part of that commitment, and as required by Section 14A of the Exchange Act, our Board is providing the stockholders with an opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers.
As more fully described in the section of this proxy statement entitled “Executive Compensation”, including “Compensation Discussion and Analysis” and related compensation tables, our executive compensation program is designed to attract, retain, and motivate talented individuals with the executive experience and leadership skills necessary for us to increase stockholder value. Highlights from fiscal year 2024 compared with fiscal year 2023 included:
•Revenue increased by 28% to a record $313 million in fiscal year 2024 from $245 million in fiscal year 2023;
•Gross profit improved to $133 million in fiscal year 2024, an increase of 48% over fiscal year 2023’s gross profit of $90 million; and
•Cash, cash equivalents and short-term investments on September 30, 2024 stood at $276 million.
The following proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as discussed in this proxy statement. Accordingly, we are asking our stockholders to vote for the following resolution:
“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in its proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
Before you vote, we recommend that you read the Executive Compensation section of this proxy statement for additional details on our executive compensation programs and philosophy.
This vote is advisory, and therefore not binding on us, our Board or the compensation committee. However, our Board and compensation committee value the opinions of our stockholders and intend to take into account the outcome of the vote when considering future compensation decisions for our named executive officers.
Vote Required
Approval on a non-binding, advisory basis of the compensation of our named executive officers requires an affirmative vote of a majority of the votes cast affirmatively or negatively. If you ABSTAIN from voting on proposal 2, the abstention will have no effect on the outcome of the non-binding, advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in this proxy statement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
63
PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit and risk committee has recommended, and our Board has approved, the appointment of EY as our independent registered public accounting firm for the fiscal year ending September 30, 2025. We are soliciting stockholder ratification of the appointment of EY, although stockholder ratification is not required by law. If the appointment of EY is not ratified at the Annual Meeting, the audit and risk committee will consider whether to appoint a different independent registered public accounting firm.
A representative of EY is expected to be present at the Annual Meeting and will have an opportunity to make a statement and be available to respond to appropriate questions.
Principal Accountant Fees and Services
Current Independent Registered Public Accounting Firm Fees
The following table sets forth the fees for professional services rendered by EY in connection with the audits of our annual financial statements for the fiscal years ended September 30, 2024 and 2023 and for other services rendered by EY during those periods. The table also sets forth the fees for professional service fees rendered by PricewaterhouseCoopers LLP (“PwC”), our former independent public accounting firm, for the fiscal year ended September 30, 2023. All fees described below were approved by the audit and risk committee.
Fiscal 2024(4)
Fiscal 2023(3)
Fiscal 2023(2)
Audit Fees(1)
$4,759,823 $3,985,000 $125,000 $125,000 
Audit-Related Fees— — — 
Tax Fees20,600 (5)— — 
All Other Fees— — — 
Total Fees$4,780,423 $3,985,000 $125,000 
__________________
(1)Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of our quarterly condensed consolidated financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with regulatory filings. This category also includes fees for professional services provided in connection with our public follow-on offerings, including comfort letters, consents and review of documents filed with the SEC.
(2)Represent fees billed by PwC for the year ended September 30, 2023.
(3)Represents fees billed by EY for the year ended September 30, 2023.
(4)Represent fees billed by EY for the year ended September 30, 2024.
(5)Represents fees for tax compliance billed by EY for the year ended September 30, 2024.
Pre-Approval Policy
Under our audit and risk committee’s policy governing our use of the services of our independent registered public accountants, the audit and risk committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the fiscal years ended September 30, 2024 and 2023, all fees identified above under the captions “Audit Fees” and “Tax Fees” that were billed by EY and PwC were approved by the audit and risk committee in accordance with SEC requirements.
Vote Required
Ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending September 30, 2025 requires an affirmative vote of a majority of the votes cast affirmatively or negatively. If you abstain from voting on Proposal 3, the abstention will have no effect on the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2025.
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PROPOSAL 4 — APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2018 EQUITY INCENTIVE PLAN

This is a proposal to approve an amendment and restatement of our 2018 Equity Incentive Plan (the “Plan”), to (i) increase the authorized shares issuable under the Plan by [_____] shares, (ii) eliminate the “evergreen” provision, and (iii) make such other material updates as described below (the Plan, as amended and restated, the “Amended and Restated Plan”). If the stockholders approve amending the Plan, the Amended and Restated Plan will become effective upon the date of the Annual Meeting (i.e., February 5, 2025). A copy of the proposed Amended and Restated Plan is attached as Annex A to this proxy statement.
Summary of Material Changes Being Made to the Current Plan
The Amended and Restated Plan will make the following material changes to the Plan:
Increase in Authorized Shares
Increase the number of shares authorized for issuance under the Plan by [_____].
Eliminate “Evergreen” ProvisionDelete Section 3(b) of the Plan which provides for an automatic annual increase in the number of shares reserved for issuance of future awards under the Plan.
Prohibition on Payment of Dividends and Dividend Equivalents on Unvested AwardsThe Amended and Restated Plan provides that dividends or dividend equivalents will not be paid out on unvested awards. In our view, from an incentive and retention perspective, dividends, dividend equivalents and other distributions on unvested awards should be paid or settled only after the underlying awards have been earned and not during the performance/service vesting period. Furthermore, no dividend equivalents or otherwise may be credited with respect to stock options and stock appreciation rights, whether vested or unvested.
Specific Disclosure of Equity Award Treatment Upon a Change in Control
The Amended and Restated Plan specifically provides that in the event of a change in control of the Company, (i) with respect to each outstanding award that is assumed or substituted in connection with a change in control, in the event the participant incurs a termination of service other than for cause, during the 24-month period following such change in control, on the date of such termination of service (A) such award shall become fully vested and, if applicable, exercisable, (B) the restrictions, payment conditions, and forfeiture conditions applicable to any such award granted shall lapse and (C) any performance conditions imposed with respect to such award shall be deemed to be achieved at target performance levels; and (ii) with respect to each outstanding award that is not assumed or substituted in connection with a change in control, immediately prior to the occurrence of the change in control (A) such award shall become fully vested and, if applicable, exercisable, (B) the restrictions, payment conditions, and forfeiture conditions applicable to any such award granted shall lapse and (C) any performance conditions imposed with respect to such award shall be deemed to be achieved at target performance levels; provided, that in lieu of the foregoing, and solely with respect to this clause (ii), the plan administrator may also provide for the cash-out of vested and unvested awards (at target performance levels with respect to performance-based awards).

Purpose of Share Reserve Increase
As of September 30, 2024, a total of [_____] shares of our common stock remained available for future grants under the Plan. We believe that the current share reserve amount is insufficient to meet our future needs with respect to attracting, motivating and retaining key executives and employees in a competitive market for talent. We consider the Plan to be a vital element of our employee compensation program and believe that the continued ability to grant stock awards at competitive levels is in the best interests of the Company and our stockholders.
The table below shows the stock awards that were outstanding and shares available for future grants under all existing equity compensation plans as of December 31, 2024. As of December 31, 2024, the closing sale price of a share of the Company’s common stock on The Nasdaq Global Select Market was $[•].

65
Shares underlying
outstanding stock options(#)(1)
Weighted average exercise price per share ($)Weighted average remaining term
Shares underlying
outstanding time-
based full value
awards(2)
Shares underlying
outstanding
performance-
based full value
awards(3)
Shares
available
for future grant(4)






__________________
(1) No stock appreciation rights were outstanding as of December 31, 2024.Includes both time-based stock options and performance stock options outstanding as December 31, 2024.
(2) Consists of restricted stock units.
(3) Consists of performance-based restricted stock units (PRSUs). The number of shares underlying outstanding PRSU awards assumes maximum performance for awards.
(4) Assumes maximum payout of outstanding PRSU awards. Consists of [_____] shares under the Plan and [_____] shares under the Inducement Equity Incentive Plan.

Burn Rate and Equity Overhang
While the use of long-term incentives in the form of equity awards is an important part of our compensation program, we recognize that stock awards dilute existing stockholders and are mindful of our responsibility to our stockholders to exercise judgment in the granting of equity awards. The compensation committee regularly reviews our burn rate and equity overhang activity in order to thoughtfully manage our long-term stockholder dilution.
Burn rate is generally calculated as the number of shares granted over a set period divided by the weighted average number of shares outstanding, and generally demonstrates how quickly a company uses available shares. The following table provides our average three-year burn rate under the Plan and the Inducement Equity Incentive Plan:
ElementsFiscal 2024Fiscal 2023Fiscal 2022Three-Year Average
Stock options granted
[ ]
[ ]
[ ]
Time-based restricted stock units granted (a)
[ ]
[ ]
[ ]
Performance-based restricted unit awards (PRSUs) granted (b)
[ ]
[ ]
[ ]
Total full-value awards ((a) + (b))
[ ]
[ ]
[ ]
Weighted-average number of shares of common stock outstanding as of fiscal-year end
[ ]
[ ]
[ ]
Burn Rate[ ]%[ ]%[ ]%[ ]%

The compensation committee believes that this burn rate is reasonable for a company in our industry.
Overhang provides a measure of the potential dilutive effect of all outstanding equity awards and shares available for future grants. We calculated overhang as (A) the sum of (i) the total number of shares subject to outstanding equity awards, (ii) the number of shares remaining available for future grant under the Plan, and (iii) the contemplated [•] shares to be authorized under the Plan divided by (B) the total number of shares of common stock outstanding, plus the number of shares in (A). Our overhang as of December 31, 2024 was [•]%. If the Amended and Restated Plan is approved by stockholders, the total potential overhang from shares authorized for issuance will increase by [•]% to [•]%. The compensation committee believes that this number of shares of common stock under the Plan represents a reasonable amount of potential equity dilution, which will allow the Company to continue awarding equity awards, and that the Company's ability to grant equity and equity-based compensation is vital to its ability to continue to attract and retain key personnel.
The historical burn rate and the potential dilution described above may not be indicative of what the actual amounts will be in the future.
Expected Duration of Share Reserve
Based on our historical share usage, we estimate that the addition of [______] shares will provide us with a sufficient reserve to make grants of stock awards in 2025 and 2026. However, the actual duration of the share reserve will depend on
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currently unknown factors, such as the Company’s stock price, changes in participation, hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures.
Key Shareholder Friendly Provisions of the Amended and Restated Plan
We have designed the Amended and Restated Plan to include a number of provisions that we believe promote best practices by reinforcing the alignment between equity compensation arrangements for non-employee directors, officers, employees and other service providers and stockholders’ interests. These provisions include, but are not limited to, the following:
•No Evergreen Provision. There is no “evergreen” feature pursuant to which the shares authorized for issuance under the Amended and Restated Plan can be automatically replenished.
•No Discounted Options or Discounted Stock Appreciation Rights. Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.
•No Repricing or Cash Buyouts Without Stockholder Approval. The Company cannot, without stockholder approval, reduce the exercise price of a stock option or stock appreciation right, and at any time when the exercise price of a stock option or stock appreciation right is above the market value of the Company’s common stock, the Company cannot, without stockholder approval, cancel and re-grant or exchange such stock option or stock appreciation right for cash, other awards or a new stock option or stock appreciation right at a lower exercise price.
•No Transferability. In general, no right or interest in any incentive award may be assigned or transferred by a participant, except by will or the laws of descent and distribution, or subjected to any lien or otherwise encumbered.
•No Automatic Grants. The Amended and Restated Plan does not provide for “reload” or other automatic grants to participants.
•No Tax Gross-ups. The Amended and Restated Plan does not provide for any tax gross-ups.
•Awards Subject to Clawback. All awards granted under the Amended and Restated Plan are subject to recoupment in accordance with the Company’s Compensation Recovery Policy.
•No Dividends and Dividend Equivalents on Unvested Awards. Dividends and dividend equivalents will not be paid or settled with respect to any stock award granted under the Amended and Restated Plan until the underlying shares or units vest, and no dividend equivalents or otherwise may be credited with respect to options and stock appreciation rights.
•Specific Disclosure of Equity Award Treatment Upon a Change in Control. The Amended and Restated Plan provides specific disclosure regarding treatment of outstanding equity awards upon a change in control.

Compensation Committee Approval of the Amended and Restated Plan
On December 18, 2024, the compensation committee approved the Amended and Restated Plan to increase the authorized shares issuable under the Plan and make such other materials changes as described above, subject to approval from our stockholders at the 2025 Annual Meeting.
Summary of the Amended and Restated Plan
The following provides a summary of the material features of the Amended and Restated Plan and its operation. This summary does not purport to be a complete description of all of the provisions of the Amended and Restated Plan. The Amended and Restated Plan is set forth in its entirety as Annex A to this proxy statement, and all descriptions of the Amended and Restated Plan contained in this Proposal 4 are qualified by reference to Annex A.

Types of Awards Available under the Amended and Restated Plan
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We may grant the following types of incentive awards under the Amended and Restated Plan: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock units; (v) performance units; and (vi) performance shares.

Plan Administration
The Amended and Restated Plan will continue to be administered by the Board or by a committee of the Board (the “Administrator”). Any such committee will consist of “independent directors” within the meaning of the Listing Rules of The Nasdaq Stock Market and the committee or a subcommittee of the committee will consist of at least two members of the Board, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects the compensation committee of the Board will continue to administer the plan. The Administrator may delegate its duties, power and authority under the plan to any of the Company’s officers to the extent consistent with applicable Delaware corporate law, except with respect to participants subject to Section 16 of the Exchange Act.
The Administrator has the authority to determine all provisions of incentive awards consistent with terms of the Amended and Restated Plan, including the eligible recipients who will be granted one or more incentive awards under the Amended and Restated Plan, the nature and extent of the incentive awards to be made to each participant, the time or times when incentive awards will be granted, the duration of each incentive award, and the restrictions and other conditions to which the payment or vesting of incentive awards may be subject. The Administrator has the authority to pay the economic value of any incentive award in the form of cash, the Company’s common stock or any combination of both, and may amend or modify the terms of outstanding incentive awards (except for any prohibited “repricing” of options, discussed below) so long as the amended or modified terms are permitted under the Amended and Restated Plan and any adversely affected participant has consented to the amendment or modification.
Except in connection with certain specified changes in the Company’s corporate structure or shares, the Administrator may not, without prior approval of the Company’s stockholders, institute a program under which outstanding awards are amended to provide for a lower exercise price or surrendered or cancelled in exchange for (i) awards with a lower exercise price, (ii) a different type of award under a different equity incentive plan, (iii) cash, or (iv) a combination of (i), (ii) and/or (iii).

Shares Available for Issuance under the Amended and Restated Plan; Elimination of Evergreen Provision
The maximum number of shares of the Company’s common stock reserved for issuance under the Amended and Restated Plan will be [____] shares, which number is the sum of (i) [_____] new shares plus (ii) any shares that, as of the effective date of the Amended and Restated Plan, have been reserved but not issued pursuant to any awards granted under the Plan and are not subject to any awards granted thereunder in an amount not to exceed [_____] shares, and (iii) any shares subject to awards under the Plan that otherwise would have been returned to the Plan on or after the effective date of the Amended and Restated Plan on account of the expiration, cancellation, forfeiture or repurchase of awards granted thereunder in an amount not to exceed [_____] shares.
Under Section 3(b) of the Plan, each year the share reserve under the Plan is automatically increased on the first day of each fiscal year in an amount equal to the lessor of (i) 999,900 shares, (ii) four percent (4%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year and (iii) such number of shares of common stock determined by the Board. Pursuant to the Amended and Restated Plan, this “evergreen” provision would be eliminated in its entirety.
Shares of the Company’s common stock that are issued under the Amended and Restated Plan or that potentially are issuable pursuant to outstanding incentive awards reduce the number of shares remaining available. To the extent an award should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an exchange program, the unissued shares that were subject thereto shall, unless the Amended and Restated Plan shall have been terminated, continue to be available under the Amended and Restated Plan for issuance pursuant to future awards. In addition, any shares which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such award shall be treated as not issued and shall continue to be available under the Amended and Restated Plan for issuance pursuant to future awards. Shares issued under the Amended and Restated Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a participant ceasing to be a service provider) shall again be available for future grant under the Amended and Restated Plan. To the extent an award under the Amended and Restated Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the Amended and Restated Plan.
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Eligibility to Receive Awards
The Administrator selects the employees, consultants and non-employee directors who will be granted awards under the Amended and Restated Plan. The actual number of employees, consultants and non-employee directors who will receive an award under the Amended and Restated Plan cannot be determined in advance because the Administrator has the discretion to select the participants. As of the Record Date, approximately [__] employees, [__] consultants and [__] non-employee directors were eligible to participate in the Amended and Restated Plan.

Stock Options
A stock option is the right to acquire shares of our common stock at a fixed exercise price for a fixed period of time. Under the Amended and Restated Plan, the Administrator may grant nonqualified stock options and incentive stock options, subject to the share limitations described above.

Exercise Price of an Option
The exercise price to be paid by a participant at the time an option is exercised may not be less than 100 percent of the fair market value of one share of the Company’s common stock on the date of grant (or 110 percent of the fair market value of one share of the Company’s common stock on the date of grant of an incentive stock option if the participant owns, directly or indirectly, more than 10 percent of the total combined voting power of all classes of stock of the Company or any parent or subsidiary). However, in the event options are granted as a result of the Company’s assumption or substitution of options in a merger or acquisition, the exercise price will be the price determined by the Administrator pursuant to the conversion terms applicable to the transaction. At any time while the Company’s common stock is listed on The Nasdaq Stock Market, “fair market value” under the plan means the closing sale price of a share at the end of the regular trading session on the date of grant as reported by The Nasdaq Stock as of the date in question (or, if no shares were traded on such date, the next preceding day on which there was such a trade).

Payment for the Exercise Price of an Option
The total purchase price of the shares to be purchased upon exercise of an option will be paid in such manner as authorized by the Administrator and permitted by the award agreement and the Amended and Restated Plan.

Option Exercises
Options may be exercised in whole or in installments, as determined by the Administrator, and the Administrator may impose conditions or restrictions to the exercisability of an option, including that the participant remain continuously employed by the Company for a certain period or that the participant or the Company (or any subsidiary, division or other subunit of the Company) satisfy certain specified performance objectives. An option may not become exercisable, nor remain exercisable after 10 years from its date of grant (five years from its date of grant in the case of an incentive stock option if the participant owns, directly or indirectly, more than 10 percent of the total combined voting power of all classes of stock of the Company or any parent or subsidiary).

Stock Appreciation Rights
A stock appreciation right is the right to receive a payment from the Company, in the form of shares of the Company’s common stock, cash or a combination of both, equal to the difference between the fair market value of one or more shares of the Company’s common stock and a specified exercise price of such shares. Stock appreciation rights will be subject to such terms and conditions, if any, consistent with the other provisions of the Amended and Restated Plan, as may be determined by the Administrator. At the discretion of the Administrator, the payment upon stock appreciation right exercise may be in cash, in shares of equivalent value, or in some combination thereof.
The exercise price of a stock appreciation right will be determined by the Administrator, in its discretion, at the date of grant but may not be less than 100 percent of the fair market value of one share of the Company’s common stock on the date of grant. However, in the event that stock appreciation rights are granted as a result of the Company’s assumption or substitution of stock appreciation rights in a merger or acquisition, the exercise price will be the price determined by the Administrator pursuant to the conversion terms applicable to the transaction. A stock appreciation right will become exercisable at such time and in such installments as may be determined by the Administrator in its sole discretion at the time of grant; provided, however, that no stock appreciation right may be exercisable after 10 years from its date of grant.

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Restricted Stock Awards
A restricted stock award is an award of the Company’s common stock that vests at such times and in such installments as may be determined by the Administrator and, until it vests, is subject to restrictions on transferability and/or the possibility of forfeiture. The Administrator may impose such restrictions or conditions to the vesting of restricted stock awards as it deems appropriate, including that the participant remain continuously employed by the Company for a certain period or that the participant or the Company (or any subsidiary, division or other subunit of the Company) satisfy specified performance objectives.

Restricted Stock Units
A restricted stock unit is a right to receive the fair market value of one or more shares of the Company’s common stock, payable in cash, shares of the Company’s common stock, or a combination of both, the payment, issuance, retention and/or vesting of which is subject to the satisfaction of specified conditions, which may include achievement of specified performance objectives. Restricted stock units will be subject to such terms and conditions, if any, consistent with the other provisions of the Amended and Restated Plan, as may be determined by the Administrator.

Performance Units and Performance Shares
A participant may be granted one or more performance units or performance shares under the Amended and Restated Plan, and such performance units or performance shares will be subject to such terms and conditions, if any, consistent with the other provisions of the Amended and Restated Plan, as may be determined by the Administrator in its sole discretion, including, but not limited to, the achievement of one or more specified performance objectives.

Dividends, Dividend Equivalents and Other Distributions
Dividends or other distributions may be paid or credited, as applicable, with respect to any shares subject to an award, as determined by the Administrator and contained in the applicable award agreement, which may take the form of dividend equivalents or otherwise; provided, however, that (i) dividends or other distributions (including dividend equivalents) may be paid or distributed with respect to any such shares only if, when and to the extent such shares have vested under the terms of such award agreement, (ii) any dividends or other distributions (including dividend equivalents) that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such award agreement (including, but not limited to, any vesting conditions), and (iii) any dividends that are credited with respect to any such shares will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under the terms of such award agreement. Dividend equivalents or otherwise may not be credited with respect to options and stock appreciation rights unless such dividend equivalents comply with applicable laws, including but not limited to Section 409A of the Code.

Consequences of Changes in our Capital Structure
In the event of a stock split, reverse stock split, stock dividend, combination, consolidation, recapitalization (including a recapitalization through a large nonrecurring cash dividend) or reclassification of shares, subdivision of shares, a rights offering, a reorganization, merger, spin-off, split-up, repurchase, or exchange of common stock or other securities of the Company or other significant corporate transaction, or other change affecting the common stock occurs, the Administrator, in order to prevent dilution, diminution or enlargement of the benefits or potential benefits intended to be made available under the Amended and Restated Plan, will, in such manner as it may deem equitable, adjust the number, kind and class of securities that may be delivered under the Amended and Restated Plan and/or the number, class, kind and price of securities covered by each outstanding award. This authority does not, however, permit the Administrator to take any action:
•To reserve shares or grant incentive awards in excess of the limitations provided in the Amended and Restated Plan;
•To effect any repricing of options;
•To grant options or stock appreciation rights having an exercise price less than 100 percent of the “fair market value” (as defined below) of one share of the Company’s common stock on the date of grant; or
•For which stockholder approval would then be required pursuant to Section 422 of the Code, the Listing Rules of The Nasdaq Stock Market or other applicable market or exchange.

Consequences of a Merger or Similar Transaction
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In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock (a “Corporate Transaction”), each outstanding award (vested or unvested) will be treated as the Administrator determines, which determination may be made without the consent of any participant and need not treat all outstanding awards (or portion thereof) in an identical manner. Such determination, without the consent of any participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the continuation of such outstanding awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new options or other equity awards for such awards; (D) the cancellation of such awards in exchange for a payment to the participants equal to the excess of (1) the fair market value of the shares subject to such awards as of the closing date of such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid (if any) for the shares subject to the awards; provided that at the discretion of the Administrator, such payment may be subject to the same conditions that apply to the consideration that will be paid to holders of shares in connection with the transaction; provided, however, that any payout in connection with a terminated award shall comply with Section 409A of the Code to the extent necessary to avoid taxation thereunder; or (E) the opportunity for participants to exercise the options prior to the occurrence of the Corporate Transaction and the termination (for no consideration) upon the consummation of such Corporate Transaction of any options not exercised prior thereto.
The Amended and Restated Plan specifically provides that in the event of a change in control of the Company, (i) with respect to each outstanding award that is assumed or substituted in connection with a change in control, in the event the participant incurs a termination of service other than for cause, during the 24-month period following such change in control, on the date of such termination of service (A) such award shall become fully vested and, if applicable, exercisable, (B) the restrictions, payment conditions, and forfeiture conditions applicable to any such award granted shall lapse and (C) any performance conditions imposed with respect to such award shall be deemed to be achieved at target performance levels; and (ii) with respect to each outstanding award that is not assumed or substituted in connection with a change in control, immediately prior to the occurrence of the change in control (A) such award shall become fully vested and, if applicable, exercisable, (B) the restrictions, payment conditions, and forfeiture conditions applicable to any such award granted shall lapse and (C) any performance conditions imposed with respect to such award shall be deemed to be achieved at target performance levels; provided, that in lieu of the foregoing, and solely with respect to this clause (ii), the Administrator may also provide for the cash-out of vested and unvested awards (at target performance levels with respect to performance-based awards).
For purposes of the Amended and Restated Plan, a “Change in Control” of the Company occurs upon:
•The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if the Company’s stockholders immediately prior to such merger, consolidation or reorganization cease to directly or indirectly own immediately after such merger, consolidation or reorganization at least a majority of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or reorganization;
•The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets (other than (x) to a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company, (y) to a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of common stock or (z) to a continuing or surviving entity described in the bullet above in connection with a merger, consolidation or reorganization which does not result in a Change in Control under described in the bullet above;
•A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
•The consummation of any transaction as a result of which any Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section 2(h), the term “Person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude: a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an affiliate of the Company; a corporation or other entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of common
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stock; the Company; and a corporation or other entity of which at least a majority of its combined voting power is owned directly or indirectly by the Company.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions. In addition, if any Person (as defined above) is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered to cause a Change in Control. If required for compliance with Code Section 409A, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

Transferability of Awards
Unless determined otherwise by the Administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant, only by the participant. If the Administrator makes an award transferable, such award will contain such additional terms and conditions as the Administrator deems appropriate.

Effect of Termination of Employment or Other Services
If a participant ceases to be employed by, or perform other services for the Company, all incentive awards held by the participant will be treated as set forth below unless provided otherwise in the agreement evidencing the incentive award or modified by the Administrator in its discretion as set forth below. Upon termination due to death or disability, all outstanding, exercisable options and stock appreciation rights then held by the participant will remain exercisable for a period of twelve (12) months thereafter (but in no event after the expiration date of any such option or stock appreciation rights), and all unvested restricted stock awards, all outstanding stock unit awards or restricted stock units, performance awards or units and stock bonuses then held by the participant will be terminated and forfeited. Upon termination for a reason other than death or disability, which is not also for “cause” (as defined in the Amended and Restated Plan), all outstanding options and stock appreciation rights then held by the participant will, to the extent exercisable as of such termination, remain exercisable in full for a period of three (3) months after such termination (but in no event after the expiration date of any such option or stock appreciation right). Also, upon such termination all options and stock appreciation rights that are not exercisable, all unvested restricted stock awards, and all outstanding stock unit awards or restricted stock units, performance awards or units and stock bonuses then held by the participant will be terminated and forfeited. Upon termination for “cause,” all rights of the participant under the Amended and Restated Plan and any award agreements evidencing an incentive award then held by the participant shall terminate and be forfeited without notice of any kind.

Compensation Recovery Policy
All awards granted under the Amended and Restated Plan will be subject to recoupment in accordance with any compensation recovery policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the Board may impose such other compensation, recovery or recoupment provisions in an award agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of an event constituting “cause.” No recovery of compensation under such a policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

Amendment and Termination
Unless terminated earlier, the Amended and Restated Plan will terminate on September 26, 2028. Incentive awards outstanding at the time the Amended and Restated Plan is terminated may continue to be exercised, earned or become free of restriction, according to their terms. The Board may suspend or terminate the Amended and Restated Plan or any portion of the Amended and Restated Plan at any time. In addition to the Administrator’s authority to amend the Amended and Restated Plan with respect to participants resident outside of the United States or employed by a non-U.S. subsidiary, the Board may amend the Amended and Restated Plan from time to time in order that incentive awards under the Amended and Restated Plan will conform to any change in applicable laws or regulations or in any other respect that the Board may deem to be in the Company’s best interests; provided, however, that no amendments to the Amended and Restated Plan will be effective
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without stockholder approval, if it is required under Section 422 of the Code or the Listing Rules of The Nasdaq Stock Market, or if the amendment seeks to increase the number of shares reserved for issuance under the Amended and Restated Plan (other than as a result of a permitted adjustment upon certain corporate events, such as stock splits) or to modify the prohibitions on underwater option repricing. Termination, suspension or amendment of the Amended and Restated Plan will not adversely affect any outstanding incentive award without the consent of the affected participant, except for adjustments in the event of changes in the Company’s capitalization or a “change in control” of the Company.

Federal Tax Consequences to Participants as a Result of Receiving an Award under the Amended and Restated Plan
The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers resulting from awards granted under the Amended and Restated Plan based on federal income tax laws in effect on the date of this proxy statement.
This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A), or other tax laws other than federal income tax law. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances may vary, the Company advises all participants to consult their own tax advisors concerning the tax implications of awards granted under the Amended and Restated Plan.

Nonqualified Stock Options
No taxable income generally is reportable when a nonqualified stock option is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the difference between the fair market value of the purchased shares on the exercise date and the exercise price of the option. Any additional gain or loss recognized upon any later disposition of the shares would be a capital gain or loss.

Incentive Stock Options
No taxable income is reportable when an incentive stock option is granted or exercised, unless the alternative minimum tax, or AMT, rules apply, in which case AMT taxation will occur in the year of exercise. If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as a capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, the participant generally will have ordinary income at the time of the sale equal to the difference between the fair market value of the shares on the exercise date, or the sale price, if less, and the exercise price of the option. Any additional gain or loss generally will be taxable at long-term or short-term capital gain rates, depending on whether the participant has held the shares for more than one year.

Restricted Stock
A participant will not recognize taxable income upon the grant of restricted stock unless the participant elects to be taxed at that time. Instead, a participant generally will recognize ordinary income at the time of vesting equal to the difference between the fair market value of the shares on the vesting date and the amount, if any, paid for the shares. However, the recipient of a restricted stock award may elect, through a filing with the Internal Revenue Service, to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any cash paid for the shares) on the date the award is granted.

Restricted Stock Units
A participant generally will not recognize taxable income upon grant of restricted stock units. Instead, the participant generally will recognize ordinary income at the time the restricted stock units are settled equal to the fair market value of the shares on the settlement date less the amount, if any, paid for the shares.

Stock Appreciation Rights
A participant generally will not recognize taxable income upon the grant of a stock appreciation right. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the difference between the fair market value of the
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exercised shares on the exercise date and the corresponding exercise price of the stock appreciation right. Any additional gain or loss recognized upon any later disposition of the shares would be a capital gain or loss.

Dividend Equivalents
A participant generally will recognize ordinary income each time a payment is made or shares are received pursuant to the dividend equivalent equal to the fair market value of the payment made or shares received.

Tax Effects as a Result of Grants of Awards under the Amended and Restated Plan
We generally will be entitled to a tax deduction in connection with the vesting, settlement or exercise of an award under the Amended and Restated Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income, such as when a participant exercises a nonqualified stock option. Special rules limit the deductibility of compensation paid to our certain executive officers. In addition, Section 162(m) of the Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the compensation committee considers the deductibility of compensation as one factor in determining executive compensation, the compensation committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key employees.

New Plan Benefits
The Amended and Restated Plan does not provide for set benefits or amounts of awards and we have not approved any awards that are conditioned on stockholder approval of the Amended and Restated Plan. However, as discussed in further detail in the section entitled “Director Compensation,” pursuant to our director compensation program, each continuing non-employee member of our Board will receive RSUs with a fixed grant date value equal to $240,000 on the date of the Annual Meeting. The table below shows, as to each of our NEOs and the various indicated groups, (a) that none of our executive officers (including our NEOs) or employees will receive any set benefits or awards that are conditioned upon stockholder approval of the Amended and Restated Plan and (b) the RSUs that our current non-employee directors as a group (which excludes Ms. Mai, who is not standing for re-election at the Annual Meeting) would receive under the Amended and Restated Plan if they are re-elected at, or continue to serve following, the Annual Meeting based on the terms of our director compensation program.

Name and PositionDollar valueNumber of shares
Emily M. Leproust, Ph.D.
Chief Executive Officer and Chair of the Board
$— —
Adam Laponis
Chief Financial Officer
$— —
Patrick Finn, Ph.D.
President and Chief Operating Officer
$— —
Paula Green
Senior Vice President of Human Resources
$— —
Dennis Cho
Chief Legal Officer and Corporate Secretary
$— —
William Banyai, Ph.D.
Senior Vice President of Advanced Development and General Manager of Data Storage
$— —
James M. Thorburn
Former Chief Financial Officer
$— —
All current executive officers as a group (6 persons)
$— —
All current directors who are not executive officers as a group (7 persons)(1)
$1,440,000 —
All employees, including all current officers who are not executive officers, as a group$— —
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__________________
(1) Mr. Chan, Mr. Chess, Mr. Crandell, Mr. Johannessen, Mr. Ragusa, and Dr. Starovasnik are eligible to receive an annual grant of RSUs with a grant date fair value of $240,000 for their service on the Board. The number of shares subject to each non-employee director’s RSU grant will not be determinable until the grant date. See the section entitled “Director Compensation” for more information. Ms. Mai, who is not standing for re-election, is included within this group but is excluded from the calculation of future awards.

Historical Plan Benefits
The following table sets forth, for each of the individuals and groups indicated, the total number of shares of our common stock subject to stock awards that have been granted (even if not currently outstanding) under the Plan, since it originally became effective through the Record Date.
Name and Position (1)Number of Shares subject to Stock Awards
Emily M. Leproust, Ph.D.
Chief Executive Officer and Chair of the Board
[ ]
Adam Laponis
Chief Financial Officer
[ ]
Patrick Finn, Ph.D.
President and Chief Operating Officer
[ ]
Paula Green
Senior Vice President of Human Resources
[ ]
Dennis Cho
Chief Legal Officer and Corporate Secretary
[ ]
William Banyai, Ph.D.
Senior Vice President of Advanced Development and General Manager of Data Storage
[ ]
James M. Thorburn
Former Chief Financial Officer
[ ]
All current executive officers as a group (6 persons)
[ ]
All current directors who are not executive officers as a group (7 persons) (2)
[ ]
All employees, including all current officers who are not executive officers, as a group
[ ]
__________________
(1) No awards have been granted under the Plan to any associate of any of our executive officers or directors. Dr. Leproust and Dr. Finn have each received more than 5% of the total awards granted under the Plan since its inception.
(2) All the non-employee directors who are nominees for election as a director are included within this group. The total number of shares that they were granted on an individual basis are as follows: Mr. Chan, [ ]; Mr. Chess, [ ]; Mr. Crandell, [ ]; Mr. Johannessen, [ ]; Mr. Ragusa, [ ]; and Dr. Starovasnik [ ].

Equity Compensation Plan Information
We currently maintain the following equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders: our 2018 Equity Incentive Plan and our Employee Stock Purchase Plan (“ESPP”).
The following table provides information as of September 30, 2024 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.
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PlanShares
issuable
upon
exercise of
outstanding
plan
options,
warrants
and rights
(#)
(a)		Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
($)
(b)
(5)		Shares
remaining
available
for future
issuance
under plan
(excluding
those
reflected in
column
(a)) (#)
(c)
Equity compensation plan approved by security holders(1)4,516,85929.60 2,052,425
(2)
Equity compensation plan not approved by security holders (3)504,676— 178,000
(4)
Total5,021,53529.602,230,425
__________________
(1)Includes our 2013 Stock Plan, 2018 Equity Incentive Plan and 2018 Employee Stock Purchase Plan.
(2)Includes 611,697 shares that remain available for purchase under the 2018 Employee Stock Purchase Plan and 1,440,728 shares of common stock that remain available for grant under the 2018 Equity Incentive Plan. There are no shares of common stock available for issuance under our 2013 Stock Plan, but the plan continues to govern the terms of stock options granted thereunder. Any shares of common stock that are subject to outstanding awards under the 2013 Stock Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance under our 2018 Equity Incentive Plan. In addition, the 2018 Equity Incentive Plan provides for an automatic increase in the number of shares reserved for issuance thereunder on the first day of each fiscal year beginning with the 2020 fiscal year for the remaining term of the plan equal to the least of (a) 4.0% of the number of issued and outstanding shares of common stock outstanding at that time, (b) 999,900 shares, or (c) a lesser amount as approved by the Board each year. Also, the 2018 Employee Stock Purchase Plan provides for an automatic annual increase in the number of shares reserved for issuance thereunder on the first day of each fiscal year for the remaining term of the plan equal to the least of (a) 1.0% of the number of issued and outstanding shares of common stock outstanding, (b) 249,470 shares, or (c) a lesser amount as approved by the Board each year.
(3)Includes our Inducement Equity Incentive Plan. Each award under the Inducement Equity Incentive Plan is intended to qualify as an employment inducement award under Nasdaq Listing Rule 5635(c)(4).
(4)Includes 178,000 shares that remain available for grant under the Inducement Equity Incentive Plan.
(5)Does not reflect shares of common stock underlying outstanding unvested restricted stock unit awards included in column (a) because these awards have no exercise price.

Considerations of the Board
We believe that the Amended and Restated Plan and the approval of its material terms are essential to our continued success. Our employees and consultants are our most valuable asset. Equity awards such as those provided under the Amended and Restated Plan will substantially assist us in continuing to attract and retain employees, consultants and non-employee directors in the extremely competitive labor markets in which we compete. Such awards also are crucial to our ability to motivate employees and consultants to achieve our goals. We will benefit from increased stock ownership by selected executives, other employees, consultants and non-employee directors. The increase in the reserve of common stock available under the Amended and Restated Plan will enable us to continue to grant such awards to executives, other eligible employees, our consultants and non-employee directors. If our stockholders do not approve this Proposal 4, the Amended and Restated Plan and the share reserve increase described above will not become effective and the annual automatic increase in the share reserve under the Plan will remain effective.

Required Vote; Recommendation of the Board
Approval of the proposed amendment and restatement of the Plan requires an affirmative vote of a majority of the votes cast affirmatively or negatively. If you abstain from voting on Proposal 4, the abstention will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 4.

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PROPOSAL 5 — APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE

Summary

We are asking our stockholders to approve an amendment to our Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares as set forth in numbered paragraph 3 of Annex B to this proxy statement. The additional common stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding common stock. The number of authorized shares of our preferred stock will not be affected by this amendment if approved by our stockholders and will remain at 10,000,000.

Substantially all of our currently authorized common stock has been issued or is reserved for issuance upon exercise or conversion of existing stock-based incentive rewards. In order to fund our operations or grow our business, we may need to raise cash from financing sources. One of the ways we may raise such cash is by issuing shares from time to time. Without additional authorized common stock, we may be unable to raise the financing we may need to maintain our operations or grow our business. Other important corporate needs, including issuing stock in potential acquisitions, require additional authorized common stock as well.

Article IV of our Charter currently authorizes us to issue up to 110,000,000 shares of stock, 100,000,000 of which are designated as common stock, par value $0.00001 per share, and 10,000,000 shares of which are designated as preferred stock, par value $0.00001 per share. Our common stock is all of a single class, with equal voting, distribution, liquidation and other rights. As of December 31, 2024, [•] shares of common stock were issued and outstanding, no shares of our preferred stock were outstanding, [•] shares of common stock were reserved for issuance under outstanding stock options and RSUs, [•] shares of common stock were available for future issuances under the Plan (without taking into account the proposed [•] share reserve increase for the Plan as proposed in proposal 4) and [•] shares of common stock were reserved for issuance under the ESPP.

We anticipate that we may issue additional shares of common stock in the future in connection with one or more of the following:
•our stock incentive plans;
•acquisitions;
•strategic investments;
•partnerships, collaborations and other similar transactions;
•corporate transactions, such as stock splits or stock dividends;
•financing transactions, such as public or private offerings of common stock or convertible securities;
•debt or equity restructuring or refinancing transactions, such as debt exchanges or offerings of new convertible debt or modifications to existing securities; and
•other corporate purposes that have not yet been identified.

In order to provide our Board of Directors with certainty and flexibility to undertake transactions to support our future business growth, our Board of Directors deems it is in the best interests of our stockholders and the Company to increase the number of authorized shares of our common stock.

Text of the Proposed Amendment

If this Proposal 5 is approved, the Company proposes to amend the Charter by replacing Section 4.1 of Article IV in its entirety as set forth in Annex B and as shown below.

“4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 210,000,000 shares, consisting of 200,000,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $0.00001 per share (the “Preferred Stock”).”

If the proposed amendment to our Charter is adopted, it will become effective upon filing of the amendment with the Secretary of State of the State of Delaware, which we anticipate doing as soon as practicable following stockholder approval of the proposed amendment.
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Vote Required

Approval of the proposed amendment to the Charter requires an affirmative vote of a majority of the votes cast affirmatively or negatively. If you abstain from voting on Proposal 5, the abstention will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL 5.

PROPOSAL 6 — APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCLUDE AN OFFICER EXCULPATION PROVISION

Introduction

The Board has unanimously adopted a resolution to amend our certificate of incorporation, subject to stockholder approval, to provide for the elimination or limitation of monetary liability of certain officers of the Company for breaches of the fiduciary duty of care.

If our stockholders approve this proposal at the meeting, the Company will amend Article VII of the Charter as set forth in Annex B to this proxy statement. The description in this proposal should be read in conjunction with the full text of the amendment, which is marked below to show the proposed modifications.

“7.1 Limitation of Personal Liability. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.”

In accordance with the DGCL, our Board may elect to abandon the amendment without further action by stockholders at any time prior to the effectiveness of the filing of the amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the Amendment.

Purpose and Possible Effects of the Proposed Amendment

Article VII of our Charter currently provides for the Company to limit the monetary liability of directors for breaches of fiduciary duties as a director, pursuant to and consistent with Section 102(b)(7) of the DGCL. Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a Delaware corporation’s certificate of incorporation to include a provision eliminating or limiting monetary liability for certain officers for breaches of the fiduciary duty of care (the “Section 102(b)(7) Amendment”). Our Board desires to amend our certificate of incorporation to maintain provisions consistent with the governing statutes contained in the DGCL. Prior to the Section 102(b)(7) Amendment, Delaware law permitted Delaware corporations to exculpate directors from personal liability for monetary damages associated with breaches of the fiduciary duty of care, but such protection did not extend to a Delaware corporation’s officers. The Section 102(b)(7) Amendment was adopted to address inconsistent treatment between officers and directors as well as rising litigation and insurance costs for public companies.

This provision would not exculpate any officers from liability for breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit, nor would this provision exculpate such officers from liability for claims brought by or in the right of the Company, such as derivative claims.

Our officers who would be covered by this provision would be our corporate officers, including our President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Chief Legal Officer and Corporate Secretary, who served at any time during the course of conduct alleged in the action or proceeding to be wrongful, and any other officer identified in our public filings with the SEC as one of our most highly compensated executive officers at any time during the course of conduct alleged in the action or proceeding to be wrongful.

The Board desires to amend the certificate of incorporation to maintain provisions consistent with the governing statutes contained in the DGCL and believes that amending the certificate of incorporation to add the authorized liability protection for certain officers of the Company, similar to protection in the certificate of incorporation currently afforded directors of the Company, is necessary in order to attract and retain experienced and qualified officers, would potentially
78
reduce the Company’s insurance premium costs, and would potentially reduce litigation costs associated with frivolous lawsuits. The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. The Company believes that adopting the proposed amendment would better position the Company to attract top officer candidates and retain our current officers and enable the officers to exercise their business judgment in furtherance of the interests of the stockholders without the potential for distraction posed by the risk of personal liability.

For the reasons stated above, our Board believes that it is in the interests of the company and its stockholders that the proposed Charter amendment to provide for exculpation of certain officers as described above be approved.

The proposed Charter amendment is not being proposed in response to any specific resignation, threat of resignation, or refusal to serve by any officer or as a result of any pending litigation.

Vote Required

An affirmative vote from holders of two-thirds of the outstanding shares of common stock of the Company will be required to approve the proposal. If you “ABSTAIN” from voting on Proposal 6, the abstention will have the effect of a vote “AGAINST” Proposal 6.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 6.
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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act and, in accordance therewith, file electronically with the SEC our annual, quarterly and current reports, proxy statements and other information. We make available on our website at www.twistbioscience.com, free of charge, copies of these reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov. The information in or accessible through the websites referred to above are not incorporated into, and are not considered part of, this proxy statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.

You should rely on the information contained in this proxy statement to vote your shares at the Annual Meeting. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated January 6, 2025. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders at any time after that date does not create an implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations in such jurisdiction.

FORM 10-K

We will make available, on or about January 6, 2025, the proxy materials, including our 2024 Annual Report, at www.proxyvote.com. We will also make available, solely for your reference and by courtesy, our 2024 Annual Report on the “Investors” page of our website at www.twistbioscience.com.

We will also provide, free of charge, to each person to any stockholder of record or beneficial owner of our common stock as of the record date, upon the written or oral request of any such persons, a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 as filed with the SEC. Requests for such copies should be addressed to our Chief Legal Officer, Dennis Cho, at the address below:
Twist Bioscience Corporation
681 Gateway Boulevard
South San Francisco, California 94080
Attention: Dennis Cho
Telephone: (800) 719-0671
Please include your contact information with the request. The exhibits set forth on the exhibit index of the Form 10-K may be made available at a reasonable charge.

OTHER MATTERS

We have no knowledge of any other matters that may come before the Annual Meeting and do not intend to present any other matters. However, if any other matters shall properly come before the meeting or any adjournment, our representatives will have the discretion to vote as they see fit unless directed otherwise.

If you do not plan to attend the Annual Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return your proxy promptly. In the event you are able to attend the Annual Meeting, at your request, we will cancel your previously submitted proxy.

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ANNEX A


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ANNEX B

CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TWIST BIOSCIENCE CORPORATION

The undersigned, Emily M. Leproust, Ph.D., hereby certifies that:

1.She is the duly elected and acting Chief Executive Officer of Twist Bioscience Corporation, a Delaware corporation (the “Corporation”).

2.     The name of the Corporation is Twist Bioscience Corporation. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 4, 2013. The Certificate of Incorporation was most recently amended and restated pursuant to an Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 2, 2018 (the “Amended and Restated Certificate of Incorporation”).

3.     Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment (“Certificate of Amendment”) amends and restates Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation to read in its entirety as follows:

“4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 210,000,000 shares, consisting of 200,000,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $0.00001 per share (the “Preferred Stock”).”

4.     Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment amends and restates Section 7.1 of Article VII of the Amended and Restated Certificate of Incorporation to read in its entirety as follows:

“7.1 Limitation of Personal Liability. To the fullest extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.”

5.     This Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this ____ day of __________, 2025.
TWIST BIOSCIENCE CORPORATION
By:
______________________________
Emily M. Leproust, Ph.D.
Chief Executive Officer

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TWIST BIOSCIENCE CORPORATION
AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the Twist Bioscience Corporation Amended and Restated 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
I.NOTICE OF RESTRICTED STOCK UNIT GRANT
Participant Name: [Participant Name]
You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:
Grant Number                [Client Grant ID]
Date of Grant                [Grant Date]
Vesting Commencement Date    [Vest from Hire Date]
Number of Restricted Stock Units    [Number of Shares Granted]
Vesting Schedule:

Subject to Section 3 of the Award Agreement, the Restricted Stock Units will vest in accordance with the schedule provided on Fidelity’s NetBenefits® (https://nb.fidelity.com/public/nb/default/home).
In the event Participant ceases to be a Service Provider (or gives or is given notice of such termination) before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will terminate in accordance with Section 3 of the Award Agreement.


[Signature Page Follows]




By Participant’s signature and the signature of the representative of Twist Bioscience Corporation (the “Company”) below, or by Participant otherwise accepting this Award, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant (attached as Part II of this Award Agreement and any country-specific addendum attached thereto), all of which are made a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.

PARTICIPANT:                    TWIST BIOSCIENCE CORPORATION
                                            


[Signed Electronically]                                        
Signature                        By
                                                    
                            Title



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II.     TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT
1.    Grant. The Company hereby grants to the individual named in the Notice of Grant attached as Part I of this Award Agreement (the “Participant”) under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 20 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.
2.    Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Section 3 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares as set forth herein, subject to Participant satisfying any Tax-Related Items as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units will be paid in whole Shares as soon as practicable after vesting, but in each such case within the period ending no later than the date that is two and one-half (2½) months from the end of the Company’s tax year that includes the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Award Agreement.
3.    Vesting Schedule. Subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. Service Provider status for purposes of this Award will end on the day that Participant is no longer actively providing services as an Employee, Director, or Independent Contractor and will not be extended by any notice period or “garden leave” that may be required contractually or under Applicable Laws. Notwithstanding the foregoing, the Administrator (or any delegate) shall have the sole and absolute discretion to determine when Participant is no longer providing active service for purposes of Service Provider status and participation in the Plan.
4.    Administrator Discretion. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day
3

following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time.
5.    Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time Participant’s status as a Service Provider ceases in accordance with Section 3 above and Participant’s right to acquire any Shares hereunder will immediately terminate.
6.    Death of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, if so allowed by the Administrator in its sole discretion, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any Applicable Laws or regulations pertaining to said transfer.
7.    Withholding of Taxes. Regardless of any action the Company or Participant’s employer (the “Employer”) takes with respect to any or all applicable national, local, or other tax or social contribution, withholding, required deductions, or other payments, if any, that arise upon the grant or vesting of the Restricted Stock Units or the holding or subsequent sale of Shares, and the receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares (“Tax-Related Items”), Participant acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Participant is and remains Participant’s responsibility and may exceed any amount actually withheld by the Company or the Employer. Participant further acknowledges and agrees that Participant is solely responsible for filing all relevant documentation that may be required in relation to the Restricted Stock Units or any Tax-Related Items (other than filings or documentation that is the specific obligation of the Company or a Parent, Subsidiary, or Employer pursuant to Applicable Law) such as but not limited to personal income tax returns or reporting statements in relation to the grant, vesting or settlement of the Restricted Stock Units, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of any dividends. Participant further acknowledges that the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including grant or vesting, the subsequent sale of Shares acquired under the Plan, and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate
4

Participant’s liability for Tax-Related Items, or achieve any particular tax result. Participant also understands that Applicable Laws may require varying Share or Restricted Stock Unit valuation methods for purposes of calculating Tax-Related Items, and the Company assumes no responsibility or liability in relation to any such valuation or for any calculation or reporting of income or Tax-Related Items that may be required of Participant under Applicable Laws. Further, if Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to such Shares.
As a condition to the grant and vesting of the Restricted Stock Units and as set forth in Section 14 of the Plan, Participant hereby agrees to make adequate provision for the satisfaction of (and will indemnify the Company and any Parent or Subsidiary for) any Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) by receipt of a cash payment from Participant; (ii) by withholding from Participant’s wages or other cash compensation paid to Participant by the Company or the Employer; (iii) withholding Shares that otherwise would be issued to Participant upon payment of the vested Restricted Share Units (provided that amounts withheld shall not exceed the amount necessary to satisfy the Company’s minimum tax withholding obligations); (iv) by withholding from proceeds of the sale of Shares acquired upon payment of the vested Restricted Share Units through a voluntary sale or a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization), or (v) by any other arrangement approved by the Administrator. Absent any determination by the Administrator to the contrary, Company, or any Parent, Subsidiary or Employer obligations for Tax-Related Items arising from the vesting and/or settlement of Restricted Stock Units into Shares, will, as a default method, be satisfied by a mandatory open market broker-assisted sale of a sufficient number of Shares acquired upon the payment of the vested Restricted Units to satisfy such obligations (“Sell-to-Cover”). Furthermore, Participant agrees to pay the Company or any Parent, Subsidiary, or Employer any Tax-Related Items that cannot be satisfied by the foregoing methods.
8.    Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares, but prior to such issuance, Participant will not have any rights to dividends and/or distributions on such Shares.
9.    No Guarantee of Continued Service or Grants. PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF SHALL OCCUR ONLY BY
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CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE EMPLOYER OR CONTRACTING ENTITY (AS APPLICABLE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR ANY PARENT, SUBSIDIARY, OR EMPLOYER) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, SUBJECT TO APPLICABLE LAWS.
Participant also acknowledges and agrees that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) Participant’s participation in the Plan is voluntary; (e) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of Participant’s employment contract, if any; (f) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; (g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer, subject to Applicable Laws.
10.    Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Secretary at Twist Bioscience Corporation, 681 Gateway Blvd, South San Francisco, CA 94080, or at such other address as the Company may hereafter designate in writing.
11.    Grant is Not Transferable. Except to the limited extent provided in Section 6, this grant and the rights and privileges conferred hereby may not be transferred, assigned, pledged or hypothecated in any way (whether by operation of Applicable Laws or otherwise) and may not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.
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12.    Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
13.    Additional Conditions to Issuance of Stock and Imposition of Other Requirements. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any Applicable Laws, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate any state, federal or foreign securities or exchange laws or other Applicable Laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any Applicable Laws or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange. The Company retains sole discretion to determine if and when it is appropriate to undertake any regulatory registration or filing or other administrative steps in order to achieve such compliance. The Company is under no obligation to undertake any such filing or other steps that would not otherwise be required except in relation to the Plan and grants thereunder and will not assume any liability due to the failure to complete such filing or other steps. The Company shall not be obligated to issue any Shares pursuant to the Restricted Stock Units at any time if the issuance of Shares violates or is not in compliance with any Applicable Laws, rules or regulations of the United States or any state or country.
Furthermore, the Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, or take any other action, to the extent the Company determines it is necessary or advisable in order to comply with any Applicable Laws or facilitate the administration of the Plan, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant understands that the Applicable Laws of the country in which he or she is resident at the time of grant or vesting of the Restricted Stock Units or the holding or disposition of Shares (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent the issuance of Shares or may subject Participant to additional procedural or regulatory requirements he or she is solely responsible for and will have to independently fulfill in relation to the Restricted Stock Units or the Shares. Notwithstanding any provision herein, the Restricted Stock Units and any Shares shall be subject to any special terms and conditions or disclosures as set forth in any addendum for Participant’s country (the “Country-Specific Addendum,” which forms part this Award Agreement). Participant also understands and agrees that if he works, resides, moves to, or otherwise is or becomes subject to Applicable Laws or company policies of another jurisdiction at any time, certain country-specific notices, disclaimers and/or terms and conditions may apply to him as from the date of grant, unless otherwise determined by the Company in its sole discretion.
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14.    Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.
15.    Administrator Authority. The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.
16.    Electronic Delivery and Acceptance; Translation. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. If Participant has received this Award Agreement, including appendices, or any other document related to the Plan translated into a language other than English, and the meaning of the translated version is different than the English version, the English version will control.
17.    Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
18.    Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
19.    Modifications to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.
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20.    Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s Personal Data (as described below) by and among, as applicable, the Company, any Parent, Subsidiary, or affiliate, or third parties as may be selected by the Company for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that refusal or withdrawal of consent will affect Participant’s ability to participate in the Plan; without providing consent, Participant will not be able to participate in the Plan or realize benefits (if any) from the Restricted Stock Unit.
Participant understands that the Company and any Parent, Subsidiary, affiliate, or designated third parties may hold personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Parent, Subsidiary, or affiliate, details of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Personal Data”). Participant understands that Personal Data may be transferred to any Parent, Subsidiary, affiliate, or third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the United States, Participant’s country (if different than the United States), or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. In particular, the Company may transfer Personal Data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the affiliate or entity that is Participant’s employer and its payroll provider.
Participant should also refer to any data privacy policy implemented by the Company (which will be available to Participant separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of Participant’s Personal Data.
21.    Foreign Exchange Fluctuations and Restrictions. Participant understands and agrees that the future value of the underlying Shares is unknown and cannot be predicted with certainty and may decrease. Participant also understands that neither the Company, nor any affiliate is responsible for any foreign exchange fluctuation between local currency and the United States Dollar or the selection by the Company or any affiliate in its sole discretion of an applicable foreign currency exchange rate that may affect the value of the Restricted Stock Units or Shares received (or the calculation of income or Tax-Related Items thereunder). Participant understands and agrees that any cross-border remittance made to transfer proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Participant to provide such entity with certain information regarding the transaction.
22.    Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant
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understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
23.    Governing Law and Venue. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of San Francisco County, California, or the federal courts for the United States for the Northern District of California, and no other courts.
***


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Country-Specific Addendum

This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who work or reside in the countries listed below and that may be material to Participant’s participation in the Plan. Such notices, disclaimers, and/or terms and conditions may also apply, as from the date of grant, if Participant moves to or otherwise is or becomes subject to the Applicable Laws or company policies of the country listed. However, because foreign exchange regulations and other local laws are subject to frequent change, Participant is advised to seek advice from his or her own personal legal and tax advisor prior to accepting the Restricted Stock Units or holding or selling Shares acquired under the Plan. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s acceptance of the Restricted Stock Units or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Notice of Restricted Stock Unit Grant and the Award Agreement. This Addendum forms part of the Award Agreement and should be read in conjunction with the Award Agreement and the Plan.

Securities Law Notice: Unless otherwise noted, neither the Company nor the Shares are registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Award Agreement (of which this Addendum is a part), the Notice of Restricted Stock Unit Grant, the Plan, and any other communications or materials that Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and the issuance of securities described in any Plan-related documents is not intended for public offering or circulation in Participant’s jurisdiction.

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European Union (“EU”)/European Economic Area (“EEA”), Switzerland and the United Kingdom (“UK”)
Data Privacy. Where Participant is a resident of the EU/EEA, Switzerland, the UK, or elsewhere as may be applicable, the following provision applies and supplements Section 20 of the Award Agreement. Participant understands and acknowledges that:
•The data controller is the Company; queries or requests regarding the Participant’s Personal Data should be made in writing to the Company’s representative relating to the Plan or Restricted Stock Unit matters, Paula Green, SVP Human Resources, who may be contacted at: pgreen@twistbioscience.com.
•The legal basis for the processing of Personal Data is that the processing is necessary for the performance of a contract to which the Participant is a party (namely, this Award Agreement);
•Personal Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan; 
•He or she may, at any time, access his or her Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data without cost or exercise any other rights Participant may have in relation to his or her Personal Data under applicable law, including the right to make a complaint to an EU/EEA data protection regulator, the Federal Data Protection and Information Commissioner in Switzerland, or the UK Information Commissioner’s Office in the UK, as applicable.
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Australia
Securities Law Notice. This disclosure has been prepared in connection with offers to employees in Australia under the Plan and the Award Agreement (copies of which are enclosed) (“Offer”). This Offer is made under Part 7.12 Division 1A of the Corporations Act 2001 (Cth) (“Corporations Act”) and has been prepared to ensure any offer under the Plan satisfies the conditions for exemptions granted under the Corporations Act.

Acceptance of Offer. Participant may not accept this Offer (as defined above) until at least 14 days have passed since the date Participant received the Award Agreement (the “Acceptance Period”). Participant may indicate Participant’s intention to accept the Offer during the Acceptance Period and the Company will consider the acceptance final and binding following the expiry of the Acceptance Period. Participant may withdraw Participant’s intention to accept the Offer at any time during the Acceptance Period.

General Advice Only. Any advice given to the Participant in connection with the Offer is general advice only. It does not take into account the objectives, financial situation and needs of any particular person. No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence the Participant in making a decision to participate in the Plan. This means that the Participant should consider obtaining his or her own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission (“ASIC”) to give such advice.

Risks of Participation in the Plan. Participation in the Plan and acquiring Shares carries inherent risks. These risks include the possibility of fluctuations (and decrease) in the price of Shares in relation to Company performance, as well as general market performance. The Participant should carefully consider these risks in light of the Participant’s investment objectives and personal circumstances.

Australian Dollar Equivalent. The Australia dollar equivalent of the current market price of the underlying Shares subject to Participant’s Restricted Stock Units may be determined by reference to the daily exchange rate published by the Reserve Bank of Australia on the relevant date. Note that the exchange rate may fluctuate, and the Australian dollar equivalent of the market price will depend on the then-current U.S. dollar/Australian dollar exchange rate. The Company will make available upon the Participant’s request the Australian dollar equivalent of the current market price of the underlying Shares subject to the Restricted Stock Units.

Settlement. Notwithstanding any discretion in the Plan or the Award Agreement to the contrary, settlement of the Restricted Stock Units shall be in Shares and not, in whole or in part, in the form of cash or other consideration.
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Belgium
Foreign Ownership Reporting. If the Participant is a resident of Belgium, the Participant will be required to submit a form declaring their accounts (including where Shares acquired under an employee share plan are registered) held outside of Belgium to the National Bank of Belgium. The reporting is done once to the National Bank (except in cases of modification) and should be completed prior to filing the Participant’s annual Belgian income tax return. In addition, each year the holding of a foreign account must be confirmed in the Participant’s annual Belgian income tax return.

Brazil

Foreign Ownership Reporting. If the Participant is a tax resident of Brazil, the Participant will be required to submit an annual declaration of assets money and/or rights held outside of Brazil to the Central Bank of Brazil (“BACEN”) if the aggregate value of such assets, money and/or rights (including any Restricted Stock Units, capital gain, dividends or profit attributable to such assets) is equal to or greater than US $1,000,000. The report should be submitted on December 31 of the previous fiscal year (usually, the form should be submitted at the beginning of the year by April 5th). Quarterly reporting is also required if the total amount of the assets held abroad (including assets, money and/or rights) is equal to or higher than US $100,000,000, at the end of each quarter. However, please confirm the annual and quarterly reporting deadlines with BACEN, as they are periodically updated, and noncompliance is potentially subject to certain penalties.
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Canada
Form of Settlement. Notwithstanding any discretion in the Plan or this Award Agreement, the grant of Restricted Stock Units does not provide any right for the Participant to receive a cash payment, and the Restricted Stock Units are only payable in Shares (other than as explicitly consented to by the Participant in Section 7 of the Award Agreement for tax withholding and payment purposes).

Foreign Share Ownership Reporting. If Participant is a Canadian resident, Participant’s ownership of certain foreign property (including shares of foreign corporations) in excess of CAD$100,000 may be subject to ongoing annual reporting obligations. Please refer to CRA Form T1135 (Foreign Income Verification Statement) and consult a tax advisor for further details.

Securities Law Notice. The security represented by the Restricted Stock Units is to be issued pursuant to an exemption from the prospectus requirements of applicable securities legislation in Canada. The Participant acknowledges that as long as the Company is not a reporting issuer in any jurisdiction in Canada, the Restricted Stock Units and the underlying Shares will be subject to an indefinite hold period in Canada and subject to restrictions on their transfer in Canada. Subject to the terms and conditions of the Award Agreement and applicable securities laws, the Participant is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, assuming the sale of such Shares takes place outside Canada via the stock exchange on which the Shares are traded.
15

China
Foreign Exchange and Tax Process Information. By accepting the Restricted Stock Units, you agree to the following:

Upon vesting of the Restricted Stock Units, Shares will be issued to you and deposited in your participant account held by the Company’s stock plan service provider. You may immediately sell such Shares or hold the Shares in your participant account to sell at a later date. However, you will not be permitted to move Shares out of your participant account other than upon the sale of such Shares.

Due to foreign exchange restrictions in China, you are required to immediately repatriate all proceeds received from dividend payments (if any) and/or the sale of Shares to China through a domestic special foreign exchange account that the Company has established for this purpose. Funds received upon the sale of Shares may not be reinvested or used to purchase other assets in the United States. By accepting the Restricted Stock Units, you agree to this repatriation process. Fidelity will remit the proceeds from any sale of Shares, less any commissions or other fees, directly to the Company’s special foreign exchange account.

Under the Company’s current policy, the proceeds will then be distributed to your individual USD or RMB (as specified by the Company) account, subject to the Company’ determination that you have paid (through payroll withholdings, direct reimbursement to the Employer, sell-to-cover, or other method as specified by the Company) any tax withholding amounts that are due. The Company also reserves the right to transfer a portion of or all proceeds to the Employer or to the tax authorities to pay any tax withholding amounts that are due.

You further acknowledge that any Award of Restricted Stock Units that you receive under the Plan is taxable as per personal income tax law of China. You accept that paying Personal Income Tax in China (“PIT”) is your legal responsibility and that the Employer has the obligation to withhold related PIT. You understand and agree to the procedures described to be applied to the Shares and income you may receive in relation to the Restricted Stock Units.
  
Please note that Share transactions are processed in U.S. Dollars. However, the calculation and submission of PIT are required to be in Chinese Yuan. You agree that the exchange rate applicable to the calculation of PIT shall be as determined by the Company in its sole discretion. Furthermore, the Company will submit a tax return and make a payment on your behalf as required under PRC law. You authorize the Company, at its discretion, to deduct PIT payable through your monthly payroll. You also agree to make immediate payment to the Company if the salary deduction is not sufficient for the required personal income tax withholding. In addition, you authorize the Company to sell a sufficient number of Shares from vested Restricted Stock Units to cover the taxes due, or to take any other measures permitted under the Plan or the Award Agreement to cover the taxes due.

If requested by the Company, you are responsible for providing a personal domestic bank account to receive the stock sale proceeds in U.S. Dollars. You are responsible for the accuracy of the account information provided to the Company and for ensuring that the bank account is able to receive deposits in U.S. Dollars. You acknowledge that the Company and the Employer will not release any proceeds to you, whether to a designated personal bank or through payroll, until the payment of the full amount of the PIT is received by the Company or the Employer (as evidenced by a tax payment slip).

Please note that the foreign exchange and tax processes that are deemed necessary or advisable by the Company in order to comply with the requirements of the State Administration Foreign Exchange and other PRC laws and to otherwise administer the Plan are subject to change. The Company may unilaterally change any of the above procedures if the Company in its sole discretion deems it necessary or advisable to make such change.

Sale of Shares Following Termination of Employment
Due to foreign exchange rules in China, you are not permitted to hold any Shares received under the Plan after 90 days following your termination of employment. Any Shares received from the previous vesting of Restricted Stock Units will be subject to sale by the end of the 90th day after termination. To comply with such sale by end of the 90th day after termination, you hereby direct and authorize the Company and Fidelity to sell your Shares at such time and you agree to sign any power of attorney or other form that may be required by the Company or Fidelity to undertake such action at such time.
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Denmark
Danish Employer Statement. If Participant is subject to the Danish Act on Exercise of Options or Subscription Rights for Shares in Employment Relationships (Lov om brug af køberet eller tegningsret til aktier m.v. I ansættelsesforhold) (the “Danish Act”), Participant’s participation in the Plan is also subject to the Danish Employer Statement, which contains the information stipulated in Section 3(1) of the Danish Act and has been provided to Participant in Danish and English with this Agreement. The Danish Employer Statement can also be obtained by contacting Stockadmin@twistbioscience.com . By accepting the grant, Participant acknowledges receipt and agrees to the Danish Employer Statement.
France
Foreign Account Reporting. For residents of France with foreign accounts (including foreign brokerage accounts which hold Shares or cash), the Participant must file an informational return on an annual basis to the Bank of France. This informational return is generally required to be submitted following the end of the tax year, along with the Participant’s annual personal income tax return. In addition, residents of France with foreign account balances in excess of EUR 1 million or its equivalent must report monthly to the Bank of France.

Consent to Receive Information in English. By accepting the Restricted Stock Units, Participant confirms having read and understood the Plan and the Award Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

En acceptant cette attribution gratuite d’actions, le Participant confirme ainsi avoir lu et comprenez le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les termes en connaissance de cause.

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Israel
Israel Sub-Plan. This grant is also subject to the Sub-Plan for Israeli Participants and is hereby designated as follows:

    X     102 Capital Gain Track Award
     102 Ordinary Income Track Award
     102 Non-Trustee Award
     3(9) Award

The terms used herein shall have the meaning ascribed to them in the Plan and Israeli Sub-Plan. In the event of any conflict, whether explicit or implied, between the provision of this Award Agreement and the Sub-Plan, the provisions set out in the Sub-Plan shall prevail. By accepting this grant, you acknowledge that a copy of the Israeli Sub-Plan has been provided to you. The Israeli Sub-Plan may also be obtained by contacting the Manager HR, Tel Aviv.

To the extent the Restricted Stock Unit is designated above as either a 102 Capital Gain Track Award or a 102 Ordinary Income Track Award, Participant declares and acknowledges that he or she: (i) fully understands that Section 102 applies to the Restricted Stock Unit specified in this Notice of Restricted Stock Unit Grant and Award Agreement; (ii) understands the provisions of Section 102, the tax track chosen and the implications thereof; (iii) agrees to the terms of the Trust Agreement between the Company and the Trustee, as well as the requirements of the Israeli Tax Authority, (iv) understands that releasing the Shares from the control or holding of the Trustee prior to the termination of the Required Holding Period constitutes a violation of the terms of Section 102 and agrees to bear the relevant sanctions; (v) authorizes the Company and/or the applicable Parent, Subsidiary, or affiliate to provide the Trustee with any information required for the purpose of administering the Plan including executing its obligations under the Ordinance, the trust deed and the Trust Agreement, including without limitation information about his/her Shares, income tax rates, salary bank account, contact details and identification number; and (vii) declares that he/she is a resident of the State of Israel for tax purposes on the Grant Date and agrees to notify the Company upon any change in the residence address indicated above and acknowledges that if he/she ceases to be an Israeli resident or if his/her engagement with the Company or a Parent, Subsidiary, or affiliate is terminated, the Shares shall remain subject to Section 102, the Trust Agreement, the Plan, the Sub-Plan, and this Agreement.

The grant of the Restricted Stock Unit is conditioned upon Participant signing all documents requested by the Company, the Parent, Subsidiary, or affiliate, or the Trustee, in accordance with the Trust Agreement.

A copy of the Trust Agreement is available for Participant’s review, during normal working hours at his or her local entity’s offices.

With respect to 102 Trustee Award, the Shares issued upon exercise or vesting of such 102 Trustee Award shall be issued to and in the name of the Trustee on behalf of Participant, and shall be held by the Trustee in trust on behalf of Participant; provided, however, that in the event Participant elects to receive the Shares directly to his/her possession, the transfer from the Trustee shall be subject to the payment of any and all applicable taxes by Participant, to the satisfaction of each of the Trustee and the Company, until the full payment of required taxes, as applicable.

Further to Section 11 of the Award Agreement, with respect to 102 Trustee Award, Participant shall not sell, assign, transfer, pledge, give as a collateral, or grant any right to any third party or release from trust any Restricted Stock Unit and any Share received and/or any additional rights, including bonus shares that may be distributed to Participant in connection with such 102 Trustee Award (the “Additional Rights”), which will be allocated to the Trustee on behalf of Participant and shall be held in trust or controlled by the Trustee for the benefit of Participant, until at least the lapse of the Required Holding Period. Notwithstanding the above, if any such sale or release occurs during the Required Holding Period, the sanctions under Section 102 shall apply to and shall be borne by Participant. At the end of the Required Holding Period, the Restricted Stock Units or Shares underlying the Restricted Stock Units or any Additional Rights may be transferred to Participant upon his or her demand, but only under the condition that the tax due in accordance with Section 102 is paid to the satisfaction of the Trustee and the Company. With respect to any Award granted by the Company pursuant to Section 102(c) of the Ordinance (which provides for ordinary income Awards administered by the Trustee), the Award and all rights (if any) that accrue thereon shall be allocated or issued to the Trustee, who shall hold such Award and all rights accrued thereon (if any) in trust for the benefit of Participant and/or the Company, as the case may be, until the full payment of required taxes arising from such Award and/or rights accrued thereon (if any).

Any fees associated with any vesting, exercise, sale, transfer or any act in relation to the Awards shall be borne by the Participant, and the Trustee, the Company, and/or any Parent, Subsidiary, or affiliate shall be entitled to withhold or deduct such fees from payments otherwise due to the Participant from the Company, a Parent, Subsidiary, or affiliate, or the Trustee.

Notwithstanding Section 23 of the Award Agreement, the Ordinance will apply to the tax treatment of grants made under the Israeli Sub-Plan (and requirements and restrictions related thereto).

Securities Law Notice. If required under applicable law, the Company shall use reasonable efforts to receive a securities exemption from the Israeli Securities Authority to avoid the requirement to file an Israeli securities prospectus in relation to the Plan. If such exemption is obtained, copies of the Plan and the Form S-8 or S-1 registration statement for the Plan as filed with the U.S. Securities and Exchange Commission will be made available by request from Manager HR, Tel Aviv. A Hebrew translation may be provided upon request.
18

Italy
Data Privacy Consent. Pursuant to the GDPR (General Data Protection Regulation – EU No. 2016/679) and to Legislative Decree no. 196/2003, the Controller of personal data processing is Twist Bioscience Corporation, with registered offices at 681 Gateway Blvd, South San Francisco, CA 94080 USA, and its Representative in Italy for privacy purposes is Paula Green, SVP, Human Resources at pgreen@twistbioscience.com.

By accepting this Award, Participant understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to the GDPR (General Data Protection Regulation – EU No. 2016/679) and to Legislative Decree no. 196/200.

The processing activity, including the communication and transfer of Participant’s Personal Data abroad, including outside of the European Union, as herein specified and pursuant to applicable law, does not require your consent thereto as the processing is necessary for the performance of contractual obligations related to the implementation, administration and management of the Plan. Participant understands that the use of Participant’s Personal Data will be minimized where it is not necessary for the implementation, administration and management of the Plan. Participant further understands that, pursuant to Sections 12 to 21 of the GDPR, Participant has the right to, including but not limited to, (i) access, (ii) delete, (iii) update, and (iv) ask for rectification of Participant’s Personal Data, as well as to request, from the Controller, the (v) restriction of processing concerning Participant’s Personal Data or to (vi) object to processing, as well as the right to (vii) “data portability”. Furthermore, Participant is aware that Participant’s Personal Data will not be used for direct marketing purposes.
Foreign Ownership Reporting. To the extent the Participant holds investments or assets outside Italy, including shares of Stock received under the Plan, the Participant will need to report such holdings to the Italian Tax Authorities annually via Form RW, regardless of the total value of such foreign holdings.
19

Japan
Foreign Ownership Reporting. If the Participant acquires Stock valued at more than ¥100,000,000 total, the Participant must file a Securities Acquisition Report with the Ministry of Finance (“MOF”) through the Bank of Japan within 20 days of the acquisition of the Stock.
Exit Tax. Please note that the Participant may be subject to tax on the Participant’s Restricted Stock Units, even prior to vesting, if the Participant relocates from Japan and (1) holds financial assets with an aggregate value of ¥100,000,000 or more upon departure from Japan and (2) maintained a principal place of residence (jusho) or temporary place of abode (kyosho) in Japan for 5 years or more during the 10-year period immediately prior to departing Japan. The Participant should discuss the Participant’s tax treatment with the Participant’s personal tax advisor.
Netherlands
Taxation and Social Insurance. All tax consequences resulting from Participant’s Plan and these terms and conditions (including withholding of payroll taxes or similar taxes or contributions abroad if you are subject to similar taxes or contributions in that country), as well as consequences as a result of future changes in the tax regulations, are at your own expense and risk.

By accepting the Restricted Stock Units and agreeing to these terms and conditions, Participant agrees that Participant chooses that payroll taxes will be withheld and remitted at the time of exercising the Restricted Stock Units in accordance with Section 10a (12) of the Payroll Tax Act 1964 (text 2023).
20

Singapore
Securities Law Information. This offer and the Shares to be issued hereunder shall be made available only to an employee, director, consultant, or other “qualifying person” of the Company or its Subsidiary, in reliance on the prospectus exemption set out in Section 273(1)(i) read together with Section 273(2) of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”) and is not made with a view to the Shares so issued being subsequently offered for sale or sold to any other party in Singapore. Participant understands and acknowledges that this Award Agreement and/or any other document or material in connection with this offer and the Shares thereunder have not been and will not be lodged, registered or reviewed by the Monetary Authority of Singapore. Any and all Shares to be issued hereunder shall therefore be subject to the general resale restriction under Section 257 of the SFA, and Participant undertakes not to make any subsequent sale in Singapore, or any offer of sale in Singapore, of any of the shares of the Shares (received upon exercise of this offer), unless that sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) other than Section 280 of the SFA.

Director Notification. If the Participant is a director, associate director or shadow director of a Singaporean Subsidiary or Affiliate of the Company, then the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary or Affiliate in writing when the Participant receives an interest (e.g., Restricted Stock Units, Shares) in the Company or any related companies. In addition, the Participant must notify the Singaporean Subsidiary or Affiliate when the Participant sells Shares of the Company or any related company (including when the Participant sells shares of Stock acquired through vesting of Restricted Stock Units). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of interests in the Company or any related company within two business days of becoming a director.

Exit Tax and Deemed Exercise Rule. If the Participant has received the Restricted Stock Units in relation to the Participant’s employment in Singapore, please note that if, prior to the vesting of the Participant’s Restricted Stock Units, the Participant is 1) a permanent resident of Singapore and leaves Singapore permanently or is transferred out of Singapore; or 2) neither a Singapore citizen nor permanent resident and either ceases employment in Singapore or leaves Singapore for any period exceeding 3 months (unless it can be proven that Participant is not leaving permanently), the Participant will likely be taxed on the Participant’s unvested Restricted Stock Units on a “deemed exercise” basis, even if the Restricted Stock Units have not yet vested. The Participant should discuss the Participant’s tax treatment with the Participant’s personal tax advisor.
21


South Korea

Foreign Ownership Reporting. A Korean tax resident is required to report foreign bank and financial accounts (including foreign brokerage accounts) to the Korean National Tax Service between 1 June and 30 June of the following year if the aggregate balance of these accounts exceeds KRW 500 million for any last day of a month during a calendar year. These requirements change periodically, so Participant should consult their personal advisor to determine the specific reporting obligations.

Foreign Exchange Requirements. Korean residents are generally permitted to own shares in a foreign company and hold a foreign brokerage account. However, they may only acquire and dispose of shares in a foreign company through the foreign brokerage account to the extent that the shares in a foreign company are acquired and sold off-market (i.e., through an over-the-counter transaction). If the shares in a foreign company are acquired or disposed of on the market, the transaction must be conducted through a domestic brokerage account linked to the foreign brokerage account. Participant should consult his or her personal advisor to determine the specific obligations.
22

Spain
Foreign Ownership Reporting. If the Participant is a Spanish resident, the Participant’s acquisition, purchase, ownership, and/or sale of foreign-listed stock may be subject to ongoing annual reporting obligations with the Dirección General de Politica Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia, the Bank of Spain, and/or the tax authorities. These requirements change periodically, so the Participant should consult the Participant’s personal advisor to determine the specific reporting obligations.

Currently, the Participant must declare the acquisition of Shares to DGPCIE for statistical purposes. The Participant must also declare the ownership of any shares of Stock with the DGPCIE each January while the shares are owned. The relevant forms are Form D6 and, depending on the amount of assets, Form D8.

In addition, if the Participant performs transactions with non-Spanish residents or holds a balance of assets and liabilities with foreign parties higher than EUR 1,000,000, the Participant may be required to report such transactions and accounts to the Bank of Spain. The frequency (monthly, quarterly or annually) of the notification will vary depending on the total value of the transactions or the balance of assets and liabilities.

If the Participant holds assets or rights outside of Spain (including Shares acquired under the Plan), the Participant may also have to file Form 720 with the tax authorities, generally if the value of the Participant’s foreign investments exceeds EUR 50,000. Please note that reporting requirements are based on what the Participant has previously disclosed and the increase in value and the total value of certain groups of foreign assets.
23

United Kingdom
Form of Settlement. Notwithstanding any discretion in the Plan, the Notice or the Award Agreement to the contrary, settlement of the Restricted Stock Units shall be in Shares and not, in whole or in part, in the form of cash.

HMRC National Insurance Contributions.  Participant agrees that:

(a)Tax-Related Items within Section 7 of the Award Agreement shall include any secondary class 1 (employer) National Insurance Contributions that:

(i)any employer (or former employer) of Participant is liable to pay (or reasonably believes it is liable to pay); and
(ii)may be lawfully recovered from Participant; and

(b)if required to do so by the Company (at any time when the relevant election can be made) Participant shall:

(i)make a joint election (with the employer or former employer) in the form provided by the Company to transfer to Participant the whole or any part of the secondary class 1 (employer) National Insurance Contributions liability that falls within Section 7 of the Award Agreement; and
(ii)enter into arrangements required by HM Revenue & Customs (or any other tax authority) to secure the payment of the transferred liability; and

(c)Participant hereby indemnifies and shall keep indemnified the Company and any employer (or former employer) for all and any Tax-Related Items which may arise upon the grant, vesting or settlement of the Restricted Stock Units, ownership or disposition of Shares, receipt of dividends, if any, or otherwise in connection with the Restricted Stock Units or the Shares.



24
v3.24.4
Cover
 12 Months Ended
Sep. 30, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Twist Bioscience Corporation
Entity Central Index Key 0001581280
v3.24.4
Pay vs Performance Disclosure
number in Millions
 12 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2021
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100
Investment Based On:
Year (1)
(a)
Summary Compensation Table Total for CEO
(b)
Compensation Actually Paid to CEO (2)
(c)
Average Summary Compensation Table Total for Non-CEO NEOs
(d)
Average Compensation Actually Paid to Non-CEO NEOs (3)
(e)
Total Shareholder Return
(f)
Peer Group Total Shareholder Return(4)
(g)
Net Income
(in millions)
(h)
Revenue (in millions)(5)
(i)
2024$7,620,611 $24,977,300 $2,683,449 $6,359,699 $59.47 $115.57 $(280.7)$313.0 
2023$7,998,637 $3,219,824 $3,086,321 $1,648,641 $26.67 $95.05 $(204.6)$245.1 
2022$5,917,663 $(15,039,602)$2,484,123 $(3,534,350)$46.39 $89.85 $(217.9)$203.6 
2021$1,281,593 $18,054,219 $728,146 $6,408,876 $140.81 $120.21 $(152.1)$132.3 
__________________
      
Company Selected Measure Name revenue      
Named Executive Officers, Footnote The CEO and other NEOs for the indicated years were as follows: (i) for 2024, our CEO was Dr. Leproust and our other NEOs were Mr. Laponis, Dr. Finn, Ms. Green, Mr. Cho, Dr. Banyai, and Mr. Thorburn; (ii) for 2023, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, and Ms. Green; (iii) for 2022, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, Mr. Cho, and Mr. Weiss; and (iv) for 2021, our CEO was Dr. Leproust and our other NEOs were Mr. Thorburn, Dr. Banyai, Dr. Finn, and Mr. Weiss.      
Peer Group Issuers, Footnote For each indicated covered year, represents the cumulative TSR of the Nasdaq Biotechnology Index.(5)In      
PEO Total Compensation Amount $ 7,620,611 $ 7,998,637 $ 5,917,663 $ 1,281,593
PEO Actually Paid Compensation Amount $ 24,977,300 3,219,824 (15,039,602) 18,054,219
Adjustment To PEO Compensation, Footnote Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
Fiscal Year
Summary Compensation Table
Total
Adjustment to Summary Compensation Table
Total(1)
Compensation Actually Paid
2024$7,620,611 $17,356,689 $24,977,300 
2023$7,998,637 $(4,778,813)$3,219,824 
2022$5,917,663 $(20,957,265)$(15,039,602)
2021$1,281,593 $16,772,626 $18,054,219 
__________________
(1) See table below for calculation of Adjustment to Summary Compensation Table Total

Fiscal Year Deduction of Grant Date Fair Value of Current year Equity AwardsAddition of Fair Value of Current Year Equity Awards at Fiscal Year EndAdditions (Deductions) for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End Additions (Deductions) for Awards that are Granted and Vest in the Same Covered Fiscal Year Additions (Deductions) for Change in Value of Prior Years’ that Vested in Fiscal Year Adjustment to Summary Compensation Table Total
2024$(5,849,949)$13,837,233 $7,705,047 $1,178,291 $486,067 $17,356,689 
2023$(6,632,151)$4,259,928 $(1,518,003)$208,413 $(1,097,000)$(4,778,813)
2022$(4,521,127)$2,416,154 $(11,693,150)$138,996 $(7,298,138)$(20,957,265)
2021$— $— $9,403,372 $— $7,369,254 $16,772,626 
      
Non-PEO NEO Average Total Compensation Amount $ 2,683,449 3,086,321 2,484,123 728,146
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,359,699 1,648,641 (3,534,350) 6,408,876
Adjustment to Non-PEO NEO Compensation Footnote Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
Fiscal Year
Average Summary Compensation Table
Total
Adjustment to Average Summary Compensation Table
Total(1)
Average Compensation Actually Paid
2024$2,683,449$3,676,250$6,359,699
2023$3,086,321$(1,437,680)$1,648,641
2022$2,484,123$(6,018,473)$(3,534,350)
2021$728,146$5,680,730$6,408,876
__________________
(1) See table below for calculation of Adjustment to Average Summary Compensation Table Total

Fiscal Year
Deduction of Grant Date Fair Value of Current Year
Addition of Fair Value of Current Year Equity Awards at Fiscal Year EndAdditions (Deductions) for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End Additions (Deductions) for Awards that are Granted and Vest in the Same Covered Fiscal Year Additions (Deductions) for Change in Value of Prior Years’ that Vested in Fiscal Year
Adjustment to Average Summary Compensation Table Total
2024$(1,855,631)$3,422,378 $1,713,610 $254,130 $141,763 $3,676,250 
2023$(2,319,610)$1,220,625 $(554,184)$97,636 $117,853 $(1,437,680)
2022$(1,795,865)$975,053 $(3,248,755)$49,024 $(1,997,930)$(6,018,473)
2021$— $— $3,217,733 $— $2,462,997 $5,680,730 
      
Tabular List, Table Revenue
•Adjusted Gross Profit
•Ending Cash Balance 		     
Total Shareholder Return Amount $ 59.47 26.67 46.39 140.81
Peer Group Total Shareholder Return Amount 115.57 95.05 89.85 120.21
Net Income (Loss) $ (280,700,000) $ (204,600,000) $ (217,900,000) $ (152,100,000)
Company Selected Measure Amount 313.0 245.1 203.6 132.3
PEO Name Dr. Leproust      
Additional 402(v) Disclosure In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the Company) used to link compensation actually paid to our NEOs to Company performance for the most recently completed fiscal year. The Company determined revenue, which is a metric included in our incentive program, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Revenue      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Gross Profit      
Measure:: 3        
Pay vs Performance Disclosure        
Name Ending Cash Balance      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 17,356,689 $ (4,778,813) $ (20,957,265) $ 16,772,626
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 13,837,233 4,259,928 2,416,154 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,705,047 (1,518,003) (11,693,150) 9,403,372
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,178,291 208,413 138,996 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 486,067 (1,097,000) (7,298,138) 7,369,254
PEO | Deduction of Grant Date Fair Value of Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (5,849,949) (6,632,151) (4,521,127) 0
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,676,250 (1,437,680) (6,018,473) 5,680,730
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,422,378 1,220,625 975,053 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,713,610 (554,184) (3,248,755) 3,217,733
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 254,130 97,636 49,024 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 141,763 117,853 (1,997,930) 2,462,997
Non-PEO NEO | Deduction of Grant Date Fair Value of Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (1,855,631) $ (2,319,610) $ (1,795,865) $ 0
v3.24.4
Award Timing Disclosure
 12 Months Ended
Sep. 30, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Beginning in 2022, our compensation committee ceased granting stock options or similar awards as part of our equity compensation program. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant.
Our executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal year 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2024, none of our NEOs were awarded stock options.
Award Timing Method
Our executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal year 2024, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal year 2024, none of our NEOs were awarded stock options.
Award Timing Predetermined false
Award Timing MNPI Considered true
MNPI Disclosure Timed for Compensation Value false
v3.24.4
Insider Trading Policies and Procedures
 12 Months Ended
Sep. 30, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
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