Item 5. Other Information
Item 5. Other Information.
(a) On May 8, 2021, upon recommendation of the Nominating and Corporate Governance Committee of our Board of Directors (the “Board”), the Board appointed Tiffany Olson to serve as a Class I director until our 2023 annual meeting of stockholders. The Board also appointed Ms. Olson to serve on the Audit Committee of the Board.
Ms. Olson will receive compensation for her services as a director in accordance with our Non-Employee Director Compensation Policy, as currently in effect (the “Compensation Policy”). A copy of the Compensation Policy is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q. The Compensation Policy provides for annual cash compensation of $40,000 for service on the Board plus $10,000 for service on the Audit Committee, payable in equal quarterly installments and pro-rated for any partial months of service. In addition, pursuant to the Compensation Policy, on May 10, 2021, Ms. Olson was granted an option to purchase 5,936 shares of our common stock and restricted stock units covering 1,460 shares of common stock. One-third of the shares subject to the stock option vest on May 10, 2022 and the remaining shares shall vest in equal monthly installments over the next two years. The shares subject to the restricted stock units shall vest in a series of three successive equal annual installments over the three-year period measured from the date of the grant. In addition, Ms. Olson will enter into our standard form of indemnification agreement for its directors and executive officers.
There is no arrangement or understanding between Ms. Olson and any other person pursuant to which Ms. Olson was appointed as a director. There are no transactions between us and Ms. Olson that would require disclosure under Item 404(a) of Regulation S-K.
On May 8, 2021, Joseph C. Cook III notified us of his resignation from his position as a member of the Board, including each committee of the Board on which he is a member, to be effective immediately. Mr. Cook III’s resignation was not due to any disagreement with us on any matter related to operations, policies or practices. In connection with his resignation, we entered into an agreement with Mr. Cook III (the “Agreement”) to provide certain consulting services to us. The Agreement has a term through December 31, 2021, subject to certain termination provisions and which may be extended upon mutual agreement of the parties. The sole consideration to Mr. Cook III under the Agreement is the continued vesting of his unvested stock options in accordance with their existing vesting provisions.
Item 6. Exhibits.
Exhibit Number Description of document
3.1 Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2019.
3.2 Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2019.
4.1 Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-232369), as amended, originally filed with the SEC on June 26, 2019.
4.2 Sixth Amended and Restated Investors’ Rights Agreement, dated July 12, 2019, by and among the Registrant and certain of its stockholders, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-232369), as amended, originally filed with the SEC on June 26, 2019.
10.1* First Amendment to Standard Office Lease, dated February 1 6 , 2021, by and between the Registrant and Alturas Siete III, LLC.
10.2*+ Executive Employment Agreement, dated September 15, 2008, as amended, by and between the Registrant and Kristen Oelschlager.
10.3*+ Executive Employment Agreement, dated October 1, 2008, as amended, by and between the Registrant and Tobin Juvenal.
10.4*+ Non-Employee Director Compensation Policy, as amended effective May 7 , 2021.
31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
32.1** Certification of Principal Executive Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act, and 18 U.S.C. Section 1350.
32.2** Certification of Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act, and 18 U.S.C. Section 1350.
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Exhibit Number Description of document
101.INS* Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase.
104* Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).
_____________________________________
* Filed herewith
** Furnished herewith.
+ Indicates management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CASTLE BIOSCIENCES, INC.
Date: May 10, 2021 By: /s/ Derek J. Maetzold
Derek J. Maetzold
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 2021 By: /s/ Frank Stokes
Frank Stokes
Chief Financial Officer
(Principal Financial and Accounting Officer)
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