Codexis, Inc. Files Definitive Proxy Statement

TL;DR

<b>Codexis, Inc. has filed its Definitive Proxy Statement for the period ending June 11, 2024.</b>

AI Summary

CODEXIS, INC. (CDXS) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. Codexis, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 25, 2024. The filing covers the period ending June 11, 2024. The company's principal executive offices are located at 200 Penobscot Drive, Redwood City, CA 94063. Codexis, Inc. operates in the Industrial Organic Chemicals sector. The filing includes data for fiscal years 2023, 2022, 2021, and 2020.

Why It Matters

For investors and stakeholders tracking CODEXIS, INC., this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation, board nominations, and other corporate governance matters before the annual meeting. Shareholders will vote on proposals outlined in this document, impacting the company's future direction and leadership.

Risk Assessment

Risk Level: low — CODEXIS, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any proposed governance changes to inform voting decisions.

Key Numbers

• 2024-06-11 — Reporting Period End Date (CONFORMED PERIOD OF REPORT)
• 2024-04-25 — Filing Date (FILED AS OF DATE)
• 2023-12-31 — Fiscal Year End (FISCAL YEAR END)

Key Players & Entities

• CODEXIS, INC. (company) — FILER
• 200 PENOBSCOT DRIVE (location) — BUSINESS ADDRESS
• REDWOOD CITY (location) — BUSINESS ADDRESS CITY
• CA (location) — BUSINESS ADDRESS STATE
• 94063 (location) — BUSINESS ADDRESS ZIP
• John J. Nicols (person) — Executive Compensation Data

FAQ

Industry Context

Codexis, Inc. operates within the Industrial Organic Chemicals sector, focusing on the development and commercialization of biocatalysts.

Regulatory Implications

The filing is a standard DEF 14A, subject to SEC regulations for public companies regarding disclosure of corporate governance and shareholder matters.

What Investors Should Do

1. Review the proposals to be voted on at the upcoming shareholder meeting.
2. Analyze executive compensation packages and any changes proposed.
3. Assess director nominations and qualifications.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies and does not represent a change from previous filings of this type.

Key Financial Figures

• $0.0001 — f record of our common stock, par value $0.0001 per share (the "common stock"), as of t

Filing Documents

• d37677ddef14a.htm (DEF 14A) — 707KB
• g37677g02g01.jpg (GRAPHIC) — 29KB
• g37677g02g02.jpg (GRAPHIC) — 22KB
• g37677g18g01.jpg (GRAPHIC) — 102KB
• g37677g42g02.jpg (GRAPHIC) — 122KB
• g37677g48g48.jpg (GRAPHIC) — 171KB
• g37677g49g49.jpg (GRAPHIC) — 258KB
• 0001193125-24-113953.txt (&nbsp;) — 3357KB
• cdxs-20231231.xsd (EX-101.SCH) — 6KB
• cdxs-20231231_def.xml (EX-101.DEF) — 6KB
• cdxs-20231231_lab.xml (EX-101.LAB) — 8KB
• cdxs-20231231_pre.xml (EX-101.PRE) — 5KB
• d37677ddef14a_htm.xml (XML) — 336KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 5

Forward-Looking Statements

Forward-Looking Statements 7 PROPOSAL 1 ELECTION OF DIRECTORS 8 Board Structure 8 Director Nominees 8 Director Nominee Biographical Information 8 Board Recommendation 9 Directors Not Standing for Election 9 Executive Officers 12 Executive Officer Biographical Information 12 CORPORATE GOVERNANCE MATTERS 14 Composition of the Board 14 Board Leadership Structure 14 Board Meetings 14 Board Committees 14 Risk Oversight 16 Director Nominations and Board Diversity 17 Board Diversity Matrix 18 Communication with the Board 18 Code of Business Conduct and Ethics 18 Derivatives Trading, Hedging, and Pledging Policies 18 Director Compensation 19 2023 Director Compensation Table 20 PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 21 Principal Accounting Fees and Services 22 Board Recommendation 22 PROPOSAL 3 NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION 23 Board Recommendation 23

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Compensation Discussion and Analysis 24 Compensation Committee Report 33 2023 Summary Compensation Table 34 Grants of Plan-Based Awards in 2023 Table 35 Outstanding Equity Awards at 2023 Fiscal Year-End Table 36 i Table of Contents Page Option Exercises and Stock Vested in 2023 37 Pension Benefits 37 Nonqualified Deferred Compensation 37 Employment, Change in Control and Severance Arrangements 37 Pay Ratio of CEO to Median Employee 39 Pay-Versus-Performance Disclosure 40 Equity Compensation Plan Information 43 AUDIT MATTERS 44 Audit Committee Report 44 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 45 Director and Officer Indemnification Agreements 45 Policies and Procedures for Related Party Transactions 45 OTHER MATTERS 46 Stockholder Proposals and Nominations 46 Householding of Proxy Materials 46 Incorporation by Reference 46 ii Table of Contents CODEXIS, INC. 200 Penobscot Drive Redwood City, CA 94063 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024 The Board of Directors (the "Board") of Codexis, Inc. (referred to herein as the "Company," "Codexis," "we," "us" or "our") is soliciting your proxy to vote at our 2024 Annual Meeting of Stockholders to be held on Tuesday, June 11, 2024, at 9:00 a.m., California time, or at any continuation, postponement or adjournment thereof (the "Annual Meeting"). The Annual Meeting will be held in a virtual format via live audio webcast for the purposes discussed in this proxy statement (the "Proxy Statement") and in the accompanying Notice of Annual Meeting, as well as any other business properly brought before the Annual Meeting. Stockholders can attend the meeting via the Internet at www.virtualshareholdermeeting.com/CDXS2024 by

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of shares of our common stock as of the Record Date for: each person known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock; each of our named executive officers; each of our directors and director nominees; and all directors and current executive officers as a group. Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Codexis, Inc., 200 Penobscot Drive, Redwood City, CA 94063. We have determined beneficial ownership in accordance with the rules promulgated by the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of the Record Date. We did not deem these shares outstanding, however, for t

View Full Filing

View this DEF 14A filing on SEC EDGAR