cstl-20240409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.___)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

CASTLE BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):


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


Letter from our Chief Executive Officer April 10, 2024

DEAR FELLOW STOCKHOLDERS,

We look forward to welcoming you to Castle Biosciences’ 2024 Annual Meeting of Stockholders to be held on May 23, 2024, at 10:00 a.m. central time. We value your input and encourage you to submit your vote early. The following Notice of Annual Meeting and accompanying Proxy Statement will serve as your guide to the business to be conducted and provide details regarding the meeting.

I encourage you to read our 2024 Proxy Statement, our 2023 Annual Report and the other proxy materials and voting instructions on the pages that follow to ensure your shares are represented at the meeting.

2023 Performance Highlights

I am extremely proud of what our team has accomplished over the past year. Driven by our mission of improving health through innovative tests that guide patient care, we delivered significant growth in revenue and test report volume and built long-term value for stockholders. During the year, we grew revenue 60% compared to 2022 to $220 million and delivered 70,429 test reports, representing growth of 59% compared to 2022 and more lives impacted through personalized, clinically actionable test results that can improve disease management decisions.

Over the last year, we made fantastic strides toward our vision of transforming disease management by keeping

people first – patients, clinicians, employees and investors – and have positively impacted the care of thousands of patients. This success is made possible only through the combined efforts of our exceptional Castle team whose passion to make a positive impact in the lives of patients continues to propel us forward. We believe we have the right strategy, capabilities and innovative test portfolio to support our continued momentum into the future and our ability to deliver long-term value for our stockholders.

On behalf of our entire team and Board of Directors, I thank you for your investment in Castle Biosciences and for your voting support on the matters outlined in the pages that follow. We value your input and perspectives and look forward to your participation in our Annual Meeting.

Sincerely,

Derek J. Maetzold

Founder, President & CEO


						“Our full-year 2023 revenue increased by 60% over 2022 to $220 million, significantly exceeding our initial 2023 revenue guidance of $170-180 million.”


i			Castle Biosciences 2024 Proxy Statement


Letter from our Independent Chair

TO MY FELLOW STOCKHOLDERS,

On behalf of the other independent directors, I join Derek in thanking you for your continued investment in Castle. Our Annual Meeting provides an important opportunity to meaningfully engage with our valued stockholders to better understand your viewpoints on various matters impacting the Company. Thus, we encourage you to review the Annual Report and various items requiring your feedback in this Proxy, and then importantly, exercise your votes so we can continue to build a strong future for Castle together. I am pleased to continue to serve as your independent Board Chair and to update you on some of the important work of the Board and Committees.

The Board is committed to helping Castle deliver on its growth objectives to continue to create value for its stakeholders, including patients, clinicians, employees and investors, to support long-term, profitable growth. This requires open dialogue with our stockholders to build mutual trust, inform Board decision-making and guide sound governance. As such, in 2023, we facilitated a robust stockholder outreach program to solicit perspectives on a number of matters concerning

the Company’s policies and practices. One such topic included executive compensation (i.e., Say on Pay) after a disappointing vote in last year’s Annual Meeting. This feedback was critical in informing this year’s executive compensation plan, in addition to a number of items outlined here within.

The other independent directors and I, along with management, believe Castle is well-positioned for continued growth, thanks to the combined efforts of the entire Castle team and continued, strong oversight and guidance from the Board. We ask for your voting support on the matters described in this Proxy Statement and thank you for ongoing interest in Castle.

Sincerely,

Daniel M. Bradbury

Independent Chair of the Board


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


Castle Biosciences 2024 Proxy Statement			ii


Notice of Annual Meeting of Stockholders to be held on May 23, 2024 at The San Luis Resort, Spa and Conference Center 5222 Seawall Boulevard Galveston, Texas 77551

DEAR STOCKHOLDER:

You are cordially invited to attend the 2024 annual meeting of stockholders (including any adjournments, continuations or postponements thereof, the “Annual Meeting”) of Castle Biosciences, Inc., a Delaware corporation. The Annual Meeting will be held on Thursday, May 23, 2024, at 10:00 a.m. Central Time at the San Luis Resort, Spa and Conference Center, 5222 Seawall Boulevard, Galveston, TX 77551, for the following purposes:

April 10, 2024

Friendswood, Texas

—

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

to Be Held on Thursday, May 23, 2024, at 10:00 a.m. Central Time.

Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.proxyvote.com.

Your vote is important.

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

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

To elect the two Class II directors named in the Proxy Statement to hold office until the 2027 annual meeting of stockholders.

To ratify the selection of KPMG LLP by the Audit Committee of our board of directors as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.

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

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

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

The record date for the Annual Meeting is April 2, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment, continuation or postponement thereof.

On or about April 10, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including how to vote via the internet, by telephone or by mail.

By Order of the Board of Directors,

Derek J. Maetzold

President and Chief Executive Officer


iii			Castle Biosciences 2024 Proxy Statement


Table of Contents


			Page No.
PROXY SUMMARY			1
Voting Matters			1
How to Vote			1
2023 Performance Highlights			1
Business Overview			2

Stockholder Outreach			2
Board Highlights			4
Governance Highlights			6
Compensation Highlights			7
PROPOSAL 1 - ELECTION OF DIRECTORS			9
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			16
Composition of the Board of Directors			16
Experience and Attributes of the Board of Directors			18
Director Time Commitment			19
Criteria for Board Membership			19
Board Structure			19
Board Diversity			20
Director Independence			21
Leadership Structure			21
Meetings of the Board of Directors			21
Role of the Board of Directors in Risk Oversight			22
Information Regarding Committees of the Board of Directors			22
Audit Committee			23
Compensation Committee			24
Nominating and Corporate Governance Committee			26
Director Compensation			27
Non-Employee Director Compensation Policy			28
Stock Ownership Guidelines			29
Environmental, Social and Governance Program			29
Stockholder Communications with the Board of Directors			32


Castle Biosciences 2024 Proxy Statement			iv



PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			33
PROPOSAL 3 - ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			38
EXECUTIVE OFFICERS			41
COMPENSATION DISCUSSION AND ANALYSIS			42
Named Executive Officers			42
Business Overview			42
Executive Compensation Philosophy and Objectives			43
Summary of our Executive Compensation Program			44
2023 Stockholder Outreach			45
Stockholder Feedback and Board Responsiveness			46
Compensation Committee Oversight of Compensation-Related Risks			47
Compensation Determination Process			49
Elements of Our Executive Compensation Program			52
Agreements with our NEOs			57
Potential Benefits upon Termination or Change-in-Control			58
Pension Benefits and Nonqualified Deferred Compensation			59
Other Compensation Practices and Policies			60
Compensation Committee Report			63
EXECUTIVE COMPENSATION TABLES			64
Summary Compensation Table			64
Grants of Plan-Based Awards			65
Outstanding Equity Awards at Fiscal Year-End			66
Option Exercises and Stock Vested in 2023			68
Potential payments Upon Termination or Change-in-Control			68
CEO PAY RATIO			70
PAY VERSUS PERFORMANCE			71
DELINQUENT SECTION 16(a) REPORTS			75
EQUITY COMPENSATION PLAN INFORMATION			76
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATIONS			81
HOUSEHOLDING OF PROXY MATERIALS			84
ANNUAL REPORT ON FORM 10-K			85
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			86
OTHER MATTERS			92


v			Castle Biosciences 2024 Proxy Statement


Table of Contents


Proxy Summary

SEC Form DEF 14A filed by Castle Biosciences Inc.