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Twist Bioscience Corp

For the period ended Jan 6, 2025. Filed Jan 6, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 6, 2025 · Filed Jan 6, 2025

Use the contents to explore the available documents and sections.

TWST$120.79+0.1%Stored close · as of Nov 6, 2026
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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.

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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.