CASTLE BIOSCIENCES INC
For the period ended May 28, 2026. Filed Apr 8, 2026.
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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.
May 28, 2026 · Filed Apr 8, 2026
Contents
SUMMARY OF OUR EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program is designed to compensate our executive officers competitively based upon an assessment of compensation available in the marketplace where we compete for executive talent and our desire to achieve a balance of short-term and long-term rewards for maintaining and improving Company performance and stockholder value. It is administered by our Compensation Committee.
We believe our executive compensation program has assisted us in achieving strong performance for our customers, employees and stockholders. For example, during 2025, we generated total annual revenues of $344.2 million, exceeding the target level of $301.0 million established under our 2025 annual cash bonus program. See “Annual Performance-Based Cash Bonuses” below for more information.
We are strongly committed to a pay-for-performance culture which includes using cash incentives to reward in-year execution as well as long-term incentives that increase in value as the stock price improves. For 2025, 52% of our CEO’s total compensation was tied to performance via cash incentives and performance-based equity awards. We compete for talent in a highly competitive industry that requires specific expertise to innovate, test and gain approval for our products in a safe manner for patients. Our compensation policies seek to balance near-term execution with long-term performance to ensure appropriate risk taking given the highly regulated industry we operate within.
Our approach to establishing executive compensation is to examine a variety of factors including market data, experience, role, history, internal pay parity, affordability and individual performance. Market-based ranges for each position, and an executive officer's positioning within that range, inform the Compensation Committee's determination of overall compensation within a competitive market range. The material elements of our executive compensation program include:
Base salary, which provides a stable means of cash compensation designed to provide competitive compensation that reflects the contributions and skill levels of each executive officer.
Short-term incentive compensation, consisting of our annual cash bonus program, under which our CEO’s payout is based entirely on the achievement of pre-established corporate performance goals and our other NEOs’ payouts are based on the achievement of pre-established corporate performance goals and individual performance. This program is designed to encourage and reward the accomplishment of goals that advance the interests of the Company and its stockholders and to create alignment and focus across the organization.
Long-term incentive compensation, consisting of a mix of stock-based awards designed to reward sustained performance and align a meaningful portion of executive compensation more directly with long-term stockholder value creation.
Our executive compensation program is designed to link a significant portion of the compensation of our executive officers to defined performance objectives that we believe properly incentivize our executive officers to strive for near-term earnings and returns as well as growth in long-term stockholder value. Since 2022, our executive officers’ annual equity awards have consisted of RSUs and PSUs, with PSUs representing 50% of our
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CEO’s total target equity value and 25% of our other NEOs’ respective total target equity values. Beginning in 2024, the PSUs are earned based on achievement of pre-established corporate performance goals measured over a three-year performance period.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.