PRECIGEN, INC.

The Compensation Committee utilizes a mix of compensation components, with the intent to make each component of total direct compensation competitive while also linking compensation to individual and corporate performance and encouraging stock ownership by our executive officers. The table below describes each compensatory element in our program and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate balance of rewards, incentives, and benefits to our executives and enables us to meet our desired compensation objectives, strengthen our ability to attract and retain highly qualified individuals, and to appropriately link pay to performance.

We do not provide our executives with any meaningful perquisites that are not provided to employees generally. We also do not have any deferred compensation programs currently being utilized or retirement programs other than our 401(k) Plan that is generally available to all employees. We enroll all eligible employees in the same health, dental, and life and disability insurance programs.

Base Salary

General

Base salary levels for our executive officers, with the exception of our CEO, are recommended to the Compensation Committee by our CEO and are subject to approval by the Compensation Committee and the Board. In setting the base salary level for each executive officer (other than our CEO), the Compensation Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our Company. In addition, the Compensation Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies. Base salaries are reviewed annually by the Compensation Committee. When making decisions to adjust executive salaries, the Compensation Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the market analysis performed by the compensation consultants, and the performance of the named executive officers, the Compensation Committee determined in 2024 that base salaries for Harry Thomasian Jr. and Rutul R. Shah should be increased from $475,000 and $410,000, respectively, to $488,000 and $485,000, respectively. No other changes to base salaries for our other named executive officers were made in 2024.

The following table sets forth the 2024 annualized base salaries for each of our NEOs.

Annual Short-Term Incentive Awards

General

Our NEOs are eligible to receive annual bonuses based on corporate performance achievement, as determined by the Compensation Committee following the completion of the applicable performance year, and subject to the NEO’s continued employment through the applicable payment date. Each named executive officer is provided an annual target bonus opportunity that is set as a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus of between 75% and 150% of Dr. Sabzevari’s annual base salary. In connection with his separation from employment in 2024, Mr. Perez was not eligible to receive an annual bonus for 2024.

For 2024, the Compensation Committee established a bonus program for our named executive officers based on the achievement of a combination of primarily operational performance goals, which was focused on promoting advancement of our lead drug candidate, PRGN-2012 (including submission of a BLA, as well as certain objectives related to the Company’s commercial capabilities), weighted at 70% of the overall bonus opportunity (80% for the Chief Executive Officer). In addition, other goals included the achievement of our key clinical and financial goals, weighted at 10% of the overall bonus opportunity (20% for the Chief Executive Officer). Also, the named executive officers, other than the Chief Executive Officer, would be measured in part on individual performance, weighted at 20% of the overall bonus opportunity. The Compensation Committee established a target bonus for Dr. Sabzevari of 150% of base salary and for our other NEOs of 40% of base salary.

Following the end of the 2024 performance year, the Compensation Committee carefully reviewed the performance of the Company against each of the goals as part of the evaluation process for determining the annual bonus payouts for our named executive officers. In conducting the review, the Compensation Committee closely analyzed the achievement against each performance goal, taking into account the specific objectives, quantitative metrics and qualitative factors associated with each goal. In addition, the Compensation Committee performed a holistic review of Company and individual performance, which contributed to its determination of payout amounts. The Compensation Committee considered the following specific achievements in 2024:

The Compensation Committee discussed these accomplishments with Dr. Sabzevari and, subsequently, with members of the Board and the Compensation Committee’s independent compensation consultant, recommended to the Board the approval of the operational performance goals at 100% of target and of the clinical and financial performance goals at 100% of target.

For non-Chief Executive Officer NEOs’ individual performance, all individuals were considered to have met their individual goals, with certain NEOs performing above expectations. Mr. Thomasian was awarded an additional 10% of his target bonus based on his leadership in raising additional capital during 2024. Mr. Shah was awarded an additional 25% of his target bonus based on his direct involvement in preparing, reviewing and submitting the BLA in 2024 along with his exemplary service to the Company through his involvement in other aspects of the Company’s day-to-day operations including supporting the capital raises in 2024 and his leadership in the Company’s manufacturing preparedness. Mr. Tennant was awarded an additional 2% of his target bonus based on his leadership in building the Company’s commercial operations. Taking into consideration the continued focus on enhanced equity ownership by our executives, as well as cash preservation, the Compensation Committee also approved the short-term incentive bonuses to be paid 100% in RSUs scheduled to vest in May 2025 based on the grant date fair market value of the Company’s shares, as reflected in the table below.

Long-Term Equity Incentive Awards

Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders. After taking into account the overall position of the Company during the year, the Compensation Committee made grants of long-term incentive awards to its executives for 2024 as noted below.

In May 2024, the Compensation Committee approved grants of stock options to Dr. Sabzevari and Messrs. Thomasian, Lehr, Shah and Perez, each of which vests as to one-fourth of the award one year after the date of grant, with the balance of the award vesting in 36 successive equal monthly installments thereafter.

In connection with the commencement of Mr. Tennant’s employment in July 2024 and pursuant to the terms of his offer of employment, stock options were granted to Mr. Tennant, which vest as to one-fourth of the award one year after the date of grant, with the balance of the award vesting in 36 successive equal monthly installments thereafter.

Although we do not currently have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. The Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity incentive compensation for its executive officers in a manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth.

With the exception of significant promotions and new hires, equity grants, including stock options and similar awards, when awarded, have generally been awarded within the first five months of the fiscal year. The Compensation Committee selects this timing because it enables them to consider the Company and its employees’ prior year performance and to incentivize the employees to deliver on the Company’s strategic objectives for the new fiscal year. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity grants, except that if the Company determines that it is in possession of material non-public information at an anticipated grant date, the Compensation Committee would defer the grant until a date on which the Company is not in possession of material non-public information. During fiscal year 2024, we did not grant equity awards to our executive officers 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 disclosed material nonpublic information. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Performance-Based Awards

In August 2024, we granted PSUs to certain employees, including certain named executive officers. The Compensation Committee believes that the incorporation of the PSUs as a component of long-term equity incentive compensation provided to the executive officers will enhance the alignment of executive compensation with long-term shareholder value creation, because the vesting of the PSUs is conditioned upon the Company’s achievement of certain key operational milestones important to its growth and success.

The PSUs vest in two equal 50% installments based upon the achievement of two specified operational milestones related to the regulatory status of our lead product candidate, PRGN-2012. Specifically, 50% vest upon the Company’s good faith submission to the FDA of a complete BLA related to PRGN-2012, and 50% vest upon the approval of the BLA by the FDA (each, a “Milestone”), in each case during the performance period from the grant date through December 31, 2026. Each Milestone was selected because of its strategic importance for our company and the need to incentivize and retain key employees through these Milestones. The Milestones may be achieved (and the PSUs earned) at any time during the performance period, and the PSUs will vest and be settled in shares of the Company’s common stock at such time as the Compensation Committee certifies that an applicable performance milestone has been achieved, subject generally to the executive’s continued employment through the applicable achievement date. Any PSUs for which a performance milestone has not been achieved by December 31, 2026 will be cancelled and forfeited.

The following table summarizes the PSUs granted to our named executive officers in August 2024 (except for Mr. Perez who did not receive such an award):

In January 2025, the first Milestone applicable to the PSUs was determined to have been achieved and 50% of the PSUs held by each named executive officer were settled in shares of Company common stock, with the remaining 50% remaining outstanding subject to the achievement of the remaining Milestone.

Other Benefits

The Compensation Committee believes employee benefits are an essential component of our competitive total compensation package. These benefits are designed to attract and retain our employees. The executive officers may participate in, and we make contributions on their behalf to, the same benefit plans that are provided to all of our eligible employees, which include medical, health and dental insurance, long-term disability insurance, accidental death and disability insurance, and our 401(k) Plan. As part of the 401(k) Plan, we generally match 100% of the first 3% of compensation contributed by the employee into the 401(k) Plan subject to the Internal Revenue Code of 1986, as amended (the “Code”), and our 401(k) Plan limits. We have disclosed all company matches for our named executive officers in the column labeled “All Other Compensation,” in the Summary Compensation Table herein, and separately disclosed each amount in the All Other Compensation Table for 2024 herein.