Castle Biosciences Files Proxy Statement Update

TL;DR

Castle Biosciences dropped updated proxy materials on 5/10, check it for shareholder votes.

AI Summary

Castle Biosciences, Inc. filed a DEFA14A on May 10, 2024, which is a definitive additional material related to their proxy statement. The filing concerns the company's operations and shareholder matters, with the most recent update on April 10, 2024, regarding company business.

Why It Matters

This filing provides shareholders with updated information regarding Castle Biosciences' corporate governance and matters to be voted on at shareholder meetings, impacting their investment decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not contain new financial performance data or significant strategic changes that would immediately impact risk.

Key Players & Entities

• Castle Biosciences, Inc. (company) — Registrant
• 0001447362-24-000066.txt (document) — Filing identifier
• May 10, 2024 (date) — Filing date
• April 10, 2024 (date) — Date of company update mentioned in filing

FAQ

Key Financial Figures

• $220 m — r Company, as we grew revenue by 60% to $220 million, significantly exceeding our init

Filing Documents

• a2024proxysupplemental.htm (DEFA14A) — 28KB
• 0001447362-24-000066.txt ( ) — 29KB

From the Filing

Document 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 the appropriate box) 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 On April 10, 2024, Castle Biosciences, Inc. (the Company", "we", "us" or "our") filed a definitive proxy statement (the "2024 Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with its 2024 Annual Meeting of Stockholders to be held on May 23, 2024 (the "Annual Meeting"). On May 10, 2024, the Company issued the below letter to its stockholders. THIS SUPPLEMENT, INCLUDING THE COPY OF THE LETTER INCLUDED BELOW, SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. * * * * * Date May 10, 2024 Dear Fellow Stockholders, We hope you received your copy of Castle Biosciences, Inc.'s 2024 Proxy Statement, which we filed with the SEC on April 10, 2024, in connection with our Annual Meeting to be held on May 23, 2024. As Chair of the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company (the "Board"), I am writing to ask for your support at the Annual Meeting by voting in accordance with the recommendations of our Board on all proposals. In particular, I am asking for you to vote "FOR" Proposal 3 - Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay") . To assist you in evaluating our Say-on-Pay proposal, and as a supplement to the information provided in the 2024 Proxy Statement, we are highlighting key details of the 2023 stockholder outreach efforts and subsequent executive compensation related changes to further help you make an informed voting decision on this proposal. Our proven strategy is designed to drive value creation for stockholders. Fiscal 2023 was a consequential year for our Company, as we grew revenue by 60% to $220 million, significantly exceeding our initial 2023 revenue guidance and delivered 70,429 test reports, representing growth of 59% compared to 2022. More lives were impacted through personalized, clinically actionable test results that can improve disease management decisions. We continued stockholder engagement, including a robust, Board-driven stockholder outreach program during the fall of 2023. In our 2024 Proxy Statement, we shared key themes that emerged from our engagement conversations over the past two years (following the Company's 2022 and 2023 annual stockholders' meetings) and provided details of the changes we made in direct response to such feedback (see pages 45-46 of the 2024 Proxy Statement). Following the 2023 annual stockholder meeting, in the fall of 2023, we reached out to our 15 largest institutional stockholders, representing 57% of our then-outstanding common stock, and held meetings with 5 stockholders, representing 29% of our then-outstanding common stock. The other 10 stockholders, representing 28% of our then-outstanding common stock declined to meet (mainly due to having met during the 2023 proxy season or they had no questions) or did not respond. As chair of the Compensation Committee, I led discussions with these stockholders. Our Compensation Committee and Board reviewed and carefully considered the perspectives and thoughtful feedback received from our discussions with these stockholders. Summarized below are key highlights of what we heard from our stockholders regarding executive compensation and key actions taken by the Board and Compensation Committee in response Key Stockholder Concerns Actions Taken in Direct Response to Key Concerns Short-Term Performance Hurdles in Long-Term Incentives Based on stockholder feedback we moved away from a 2-year performance period (used in our 2022 performance-based equity grants) to a 3-year performance period for performance-based equity grants made in 2024. 50% of the CEO's target long-term annual incentives for 2024 remain performance-based and tied to pre-defined objectives set by the Board to align with the strategic plan. Overlapping Metrics in Short- and Long-Term Incentives To mitigate the perceived issue of overlapping metrics, for 2024 annual equity grants, we added two new 3-year performance metrics that are separate from the metrics under our short-term incentive program, commercial pipeline testing goals and ach