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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Castle Biosciences Inc | NASDAQ:CSTL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.92 | -3.76% | 23.56 | 23.56 | 23.63 | 24.49 | 23.28 | 24.49 | 133,590 | 17:20:26 |
☐ | 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 |
☒ | 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 |
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 achieving positive EBITDA by the end of 2026. | ||||
Additional Transparency in Disclosure of Equity Award Performance Goals | Given the use of internal financial and pipeline goals over a multi-year period, and that we do not issue forward looking guidance for such metrics, we commit to provide full threshold, target and maximum goals, related payout opportunities, and final performance and pay outcomes at the conclusion of the performance period, in accordance with typical market practice and SEC rules. It is our intention to provide transparent disclosure at the appropriate time. | ||||
Desire for CEO pay to align with Company Performance & Size | In response to the concerns raised, following the 2023 annual stockholder meeting, the Compensation Committee re-examined the peer group and made changes to better align with the Company’s revenue and market capitalization; this updated peer group impacted the approach to setting target executive pay quantum, mix and overall design for 2024. We moved the annual equity grant to the first quarter, following the close of the fiscal year, to ensure better alignment with the full year’s performance before making pay decisions for the following year and accordingly we granted annual awards in the first quarter of 2024 rather than late 2023. We maintained 50% of the annual award for our CEO to be performance-based and tied to pre-defined objectives set by the Board to align with the strategic plan. The Company expanded disclosure in its proxy statement surrounding the CEO pay setting process and the performance metrics used in our performance-based compensation programs. | ||||
Continue Enhanced Compensation Disclosures | We were a smaller reporting company in 2023 under applicable SEC rules and regulations and not required to include a Compensation Discussion and Analysis (“CD&A”) section in the 2024 Proxy Statement. However, we believe providing the CD&A on a voluntary basis provides our stockholders with valuable information regarding our executive compensation practices. | ||||
Desired Risk Mitigation Practices | In response to investor feedback regarding a perceived lack of risk mitigation policies, we formally adopted meaningful stock ownership guidelines for all Section 16 officers and for our non-employee directors. Shares counted towards such guidelines include shares own outright, as well as unvested RSUs (net of tax). Unearned PSUs and options are not counted towards compliance with such guidelines. Additionally, consistent with Nasdaq requirements, the Company adopted an SEC compliant clawback policy for executives. |
1 Year Castle Biosciences Chart |
1 Month Castle Biosciences Chart |
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