Other Information.
−Removed: (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.
−Removed: The Board also appointed Ms.
−Removed: Olson to serve on the Audit Committee of the Board.
−Removed: 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”).
−Removed: A copy of the Compensation Policy is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.
−Removed: 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.
−Removed: In addition, pursuant to the Compensation Policy, on May 10, 2021, Ms.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In addition, Ms.
−Removed: Olson will enter into our standard form of indemnification agreement for its directors and executive officers.
−Removed: There is no arrangement or understanding between Ms.
−Removed: Olson and any other person pursuant to which Ms.
−Removed: Olson was appointed as a director.
−Removed: There are no transactions between us and Ms.
−Removed: Olson that would require disclosure under Item 404(a) of Regulation S-K.
−Removed: On May 8, 2021, Joseph C.
−Removed: 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.
−Removed: Cook III’s resignation was not due to any disagreement with us on any matter related to operations, policies or practices.
−Removed: In connection with his resignation, we entered into an agreement with Mr.
−Removed: Cook III (the “Agreement”) to provide certain consulting services to us.
−Removed: 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.
−Removed: The sole consideration to Mr.
−Removed: Cook III under the Agreement is the continued vesting of his unvested stock options in accordance with their existing vesting provisions.
+Added: On August 4, 2021, Bernhard E.
+Added: Spiess, our Chief Business Officer, notified us of his intention to resign effective December 31, 2021.
+Added: Until such time, Mr.
+Added: Spiess is expected to continue to serve in his current role and maintain his current responsibilities.
+Added: Spiess’s intention to resign is not the result of any disagreement with us.
+Added: On August 5, 2021, David Kabakoff, Ph.D.
+Added: resigned from his position as a member of our Board of Directors, including each committee of our Board of Directors on which he was a member, effective immediately.
+Added: Kabakoff’s resignation was not due to any disagreement with us on any matter related to operations, policies or practices.
Exhibit Number Description of document
5 unchanged sentences
333-232369), as amended, originally filed with the SEC on June 26, 2019.
−Removed: 10.1* First Amendment to Standard Office Lease, dated February 1 6 , 2021, by and between the Registrant and Alturas Siete III, LLC.
−Removed: 10.2*+ Executive Employment Agreement, dated September 15, 2008, as amended, by and between the Registrant and Kristen Oelschlager.
−Removed: 10.3*+ Executive Employment Agreement, dated October 1, 2008, as amended, by and between the Registrant and Tobin Juvenal.
−Removed: 10.4*+ Non-Employee Director Compensation Policy, as amended effective May 7 , 2021.
+Added: 10.1*+ Consulting Agreement, dated May 7, 2021, by and among the Registrant and Joseph C.
31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
4 unchanged sentences
Section 1350.
−Removed: 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.
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CASTLE BIOSCIENCES, INC.
−Removed: May 10, 2021 By:
+Added: August 9, 2021 By:
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: May 10, 2021 By:
+Added: August 9, 2021 By:
/s/ Frank Stokes
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.