tm232865-1_nonfiling - none - 30.7188617s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
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
23andMe Holding Co.
(Name of Registrant as Specified In Its Charter)
N/A
(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.

 
EXPLANATORY NOTE
On July 26, 2023, due to a clerical error by the financial printer, an EDGAR filing by 23andMe Holding Co. (“23andMe”) was inadvertently filed. 23andMe is correcting this error by refiling the definitive proxy statement as a “DEFR14A” submission. This EDGAR filing constitutes 23andMe’s filing of a definitive proxy statement for its 2023 Annual Meeting of Stockholders to be held on September 6, 2023. 23andMe will distribute and make available to its stockholders this definitive proxy statement. Due to the initial inadvertent filing, 23andMe is technically unable to file this definitive proxy statement as a “DEF 14A” submission. Accordingly, 23andMe is filing this definitive proxy statement as a “DEFR14A” submission, which is intended to replace, in its entirety, the definitive proxy statement that initially was filed.

 
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23andMe Holding Co.
Notice of 2023 Annual Meeting of
Stockholders and Proxy Statement
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July 27, 2023
TO OUR FELLOW STOCKHOLDERS:
We invite you to join us for the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of 23andMe Holding Co., to be held at 8:30 a.m., Pacific Time, on Wednesday, September 6, 2023. The Annual Meeting will be held as a virtual meeting, to be conducted exclusively via live webcast at www.virtualshareholdermeeting.com/ME2023. Details regarding how to participate in the webcast of the Annual Meeting and the business to be conducted at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and Proxy Statement.
During Fiscal 2023, we continued to make progress in our mission to help people access, understand, and benefit from the human genome by increasing the number of health reports, features, and polygenic risk reports in both our Personal Genome Service® and our 23andMe+ subscription service. With over 60 new reports introduced during Fiscal 2023, we continued to grow our customer base to over 14 million genotyped customers and over 640,000 23andMe+ subscription members. We also focused on continuing to grow our drug development efforts, expanding our therapeutics pipeline to more than 50 active programs, which included the start of our first wholly-owned cancer therapy into a Phase 1 clinical trial, currently in the Phase 2a portion of a Phase 1/2a study.
We are entering the next chapter of healthcare and continue to make progress with customers and stockholders in mind. We believe that we have a unique set of genetic data and tools that will continue growth well into the future while we continue to leverage our unique strengths to enhance genetic understanding, optimize health outcomes, and ultimately bring new therapeutics to healthcare.
We are thankful for your support and continued investment in 23andMe.
Whether or not you plan to join us for the Annual Meeting, it is important that your shares be represented. We encourage you to vote by telephone, by mail, or online by logging into www.proxyvote.com after reading the Notice and Proxy Statement.
Always forward,
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/s/ Anne Wojcicki
Anne Wojcicki
Chief Executive Officer, Co-Founder,
and Chair of the Board of Directors
23andMe Holding Co.
349 Oyster Point Boulevard
South San Francisco, California 94080
 

 
Notice of Annual Meeting of Stockholders
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DATE & TIME
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LOCATION
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RECORD DATE
September 6, 2023
8:30 a.m., Pacific Time
Via webcast:
www.virtualshareholdermeeting.com/ME2023
The meeting will be conducted virtually, and you will not be able to attend the meeting in person.
July 10, 2023
Holders of Class A common stock and Class B common stock as of July 10, 2023 are entitled to vote at the Annual Meeting.
Items of Business
Proposal
Our Board’s Voting
Recommendation
1
Elect the three Class II director nominees named in the Proxy Statement to serve until the 2026 Annual Meeting of Stockholders
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FOR
each director nominee
2
A non-binding, advisory vote on the Fiscal 2023 compensation of our named executive officers (“Say-on-Pay”)
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FOR
3
Approve an amendment and restatement of the 23andMe Holding Co. 2021 Incentive Equity Plan to, among other things, increase the number of shares authorized for issuance thereunder
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FOR
4
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024
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FOR
The Proxy Statement describes each of these proposals in detail. In addition, we will transact any other business that may properly come before the Annual Meeting, and at any adjournments, continuations, or postponements thereof.
Important Voting Information
Even if you plan to virtually attend the Annual Meeting, we urge you to vote as soon as possible in one of the following ways:
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Vote online by going to:
www.proxyvote.com
Vote by calling toll-free:
U.S., U.S. Territories, and Canada
Call 1-800-690-6903
Vote by mail (if you received a printed copy of the proxy materials): Complete, sign, and date your proxy card and return it in the enclosed postage-paid envelope
Participating in the Annual Meeting
Holders of Class A common stock and Class B common stock as of the record date are invited to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ME2023. Our goal is to ensure that stockholders have the same rights and opportunities to participate in the Annual Meeting as you would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting. To do so, you will need the unique 16-digit control number printed in the box on your Notice of Internet Availability of Proxy Materials or proxy card. Please see page 82 for more information.

 
By Order of the Board of Directors,
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Kathy Hibbs
Chief Administrative Officer and Corporate Secretary
23andMe Holding Co.
349 Oyster Point Boulevard
South San Francisco, California 94080
July 27, 2023
YOUR VOTE IS IMPORTANT
Please carefully review the proxy materials for the
Annual Meeting and cast your vote.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING
We have elected to furnish our Proxy Statement and our Fiscal 2023 Annual Report (the “Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the “Fiscal 2023 Form 10-K”), to certain of our stockholders over the Internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules, which allows us to reduce costs associated with the Annual Meeting.
Beginning on July 27, 2023, we will first release to certain stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access the Proxy Statement and Annual Report online. The Notice contains instructions as to how you may elect to receive printed or e-mail copies of the Proxy Statement and the Annual Report. All other stockholders will receive printed copies of the Proxy Statement and Annual Report, which will first be mailed to such stockholders on or about July 27, 2023.
The Notice, Proxy Statement, and Annual Report are available online, free of charge, at www.virtualshareholdermeeting.com/ME2023, a site that does not have “cookies” that identify visitors to the site. Our proxy materials also are available on our corporate website at investors.23andme.com.
Only stockholders who held our Class A common stock, par value $0.0001 per share (the “Class A common stock”) or Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”), as of the close of business on July 10, 2023 (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting.
Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “predicts,” “continue,” “will,” “schedule,” and “would” or, in each case, their negative or other variations or comparable terminology, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on our current expectations and projections about future events and various assumptions. We cannot guarantee that we will actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond our control), or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements contained herein are also subject to other risks and uncertainties that are described in the Fiscal 2023 Form 10-K filed with the SEC on May 25, 2023 and in the reports subsequently filed by us with the SEC. The statements made herein are made as of the date hereof and, except as may be required by law, we undertake no obligation to update them, whether as a result of new information, developments, or otherwise.

 
Incorporation by Reference
Neither the Compensation Committee Report nor the Report of the Audit Committee included herein shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate such information by reference.
In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
Other Information
References in this Proxy Statement to “23andMe,” the “Company,” “we,” “our,” and “us” refer to 23andMe Holding Co., a Delaware corporation. References to “Fiscal 2023” refer to our fiscal year ended March 31, 2023, and references to “Fiscal 2024” refer to our fiscal year ending March 31, 2024. Further, references to “Fiscal 2022” refer to our fiscal year ended March 31, 2022, and references to “Fiscal 2021” refer to our fiscal year ended March 31, 2021.
23andMe was a special purpose acquisition company called VG Acquisition Corp. (“VGAC”) prior to the closing of the Business Combination on June 16, 2021. As used in the proxy statement, the term “Business Combination” represents the transactions contemplated by an agreement and plan of merger (the “Merger Agreement”) whereby a subsidiary of VGAC merged with and into 23andMe, Inc. For further information on the Business Combination, please refer to our Annual Report.

 
TABLE OF CONTENTS
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23andMe Holding Co. i 2023 Proxy Statement

 
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ANNEX A A-1
23andMe Holding Co. ii 2023 Proxy Statement

 
Proxy Statement Summary
ABOUT 23ANDME
Our mission is to help people access, understand, and benefit from the human genome. To achieve this, we are building the leading direct-to-consumer precision medicine platform that powers our genetics-driven therapeutics and research business.
We are dedicated to empowering customers to live healthier lives by providing consumers direct access to their genetic information, and digital access to affordable personalized healthcare through our Lemonaid Health Inc. (“Lemonaid” or “Lemonaid Health”) telehealth platform.
We pioneered direct-to-consumer genetic testing, giving consumers unique, personalized information about their genetic health risks, ancestry, and traits. We were the first company to obtain Food and Drug Administration (“FDA”) authorization for a direct-to-consumer genetic test, and we are the only company to have FDA authorization, clearance, or an exemption from premarket notification for all of the carrier status, genetic health risk, cancer predisposition, and pharmacogenetics reports that we offer to customers. As of March 31, 2023, we had over 60 health and carrier status reports that were available to customers in the U.S. In addition, our 23andMe+ premium subscription service offers customers the Health + Ancestry Service plus pharmacogenetic reports, a hereditary prostate cancer genetic health risk report (HOXB13-related), over 30 personalized genetic health predisposition reports based on our research, in areas such as migraines, depression, asthma, coronary artery disease, and lupus, and advanced ancestry and health features.
Through our Lemonaid Health telehealth platform, we connect patients to licensed healthcare professionals to provide affordable and direct online access to medical care, from consultation through treatment, for a number of common conditions, using evidence-based guidelines and up-to-date clinical protocols. When medications are prescribed by Lemonaid Health’s affiliated healthcare professionals, patients can use Lemonaid Health’s online pharmacy for fulfillment. Patients also can access telehealth consultations for certain 23andMe genetic reports through Lemonaid.
We believe that we can revolutionize research through our premier database of genetic and phenotypic information crowdsourced from our millions of engaged customers. We have built the world’s largest crowdsourced platform for genetic research, with over 80% of our customers electing to participate in our research program. We believe that this platform allows us to accelerate research at an unprecedented scale, enabling us to discover insights into the origins of diseases and to speed the discovery and development of novel therapies.
We are developing a broad portfolio of genetically validated therapeutic candidates for a variety of diseases across different therapeutic areas with high unmet medical need. We have a diversified and differentiated portfolio, including one product candidate in clinical development, as well as multiple discovery programs. Each of our programs has been validated through our human genetics drug discovery platform. We believe that the combination of a genetically validated discovery platform, to increase the probability of technical success, and a maturing therapeutic portfolio will position us for long-term success in our goal to advance next-generation, targeted medicines for people living with serious and life-threatening diseases.
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23andMe Holding Co. 1 2023 Proxy Statement

 
CORPORATE CULTURE HIGHLIGHTS
Our Culture
Our Company is based on the foundation that all of us are linked by a shared thread, our DNA. We are all 99.5% genetically alike; our similarities are so much greater than any differences. It is a scientific fact.
We are on a journey to provide opportunity for all: our employees, our community, and our customers. Although that journey is far from over, we have been working tirelessly to make our product, our community, and our entire company more diverse, equitable, and inclusive.
You will be treated with the respect you deserve.
Our Values
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Recent Recognitions
We are proud to be recognized for our strong corporate culture and our employees’ workplace experience:
USA M&A Atlas Awards: TeleHealth Deal (Middle Markets) Award
San Francisco Chronicle: Top Workplaces Award
Comparably’s 2022 Best CEOs for Women
Comparably’s 2022 Best Leadership Teams
Comparably’s 2022 List for Best Company Work-Life Balance
Comparably’s 2022 List for Best Company Perks & Benefits
Comparably’s 2022 Best CEO
Silicon Valley Business Journal’s Inaugural Annual Power 100 List
The Org’s 2023 List for Companies Founded by Women That Are Breaking Barriers
23andMe Holding Co. 2 2023 Proxy Statement

 
CORPORATE GOVERNANCE HIGHLIGHTS
Corporate Governance Practices
We consistently seek to follow best practices in corporate governance. Highlights of our corporate governance practices include:
Board and Committee Independence
[MISSING IMAGE: ic_tick-4c.jpg]   75% of our Board is independent
[MISSING IMAGE: ic_tick-4c.jpg]   All Board committee members are independent
Board Diversity
[MISSING IMAGE: ic_tick-4c.jpg]   Our Corporate Governance Guidelines require that any director
      search include women and minorities among the pool of
      potential new director candidates
[MISSING IMAGE: ic_tick-4c.jpg]   We publicly disclose diversity information on an individual       director basis
Other Board and Committee Practices
[MISSING IMAGE: ic_tick-4c.jpg]   Overboarding policy limiting other public company board and
      audit committee service
[MISSING IMAGE: ic_tick-4c.jpg]   Robust annual Board, Board committee, and peer director
      evaluations
[MISSING IMAGE: ic_tick-4c.jpg]   Regular executive sessions of non-employee directors
[MISSING IMAGE: ic_tick-4c.jpg]   Active succession planning by Board
[MISSING IMAGE: ic_tick-4c.jpg]   Continuing education opportunities and reimbursement for
      outside educational programs
[MISSING IMAGE: ic_tick-4c.jpg]   Stringent Code of Business Conduct and Ethics that requires
      waivers to be approved by the independent directors and
      publicly disclosed
Stockholder Rights
[MISSING IMAGE: ic_tick-4c.jpg]   No poison pill
Board Refreshment and Qualifications
The independent directors of our Board of Directors (the “Board”) are charged with the responsibility of evaluating each director’s qualifications, performance, and ability to contribute productively to help ensure the appropriate composition and tenure of the Board.
While Board refreshment is an important consideration in the Board’s assessment of its composition, we believe the best interests of the Company are served by being able to take advantage of all available talent, and that the Board should not make determinations with regard to its membership solely on the basis of age. Accordingly, there are no established limits for retirement from the Board. Similarly, the Board does not believe it is appropriate to institute fixed limits on the tenure of directors because the Company and the Board would thereby be deprived of experience and knowledge. Accordingly, there are no established term limits for service on the Board.
Instead, our independent directors are committed to ensuring that the composition of the Board reflects the evolving needs of the Company. We believe that our directors bring to our Board a wide variety of skills, qualifications, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. The table below is a summary of the range of skills and experiences that each director brings to the Board, and which we find to be relevant to our business. Because it is a summary, it does not include all of the skills, experiences, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.
23andMe Holding Co. 3 2023 Proxy Statement

 
Attributes, Experience, and Skills
Roelof Botha
Patrick Chung
Sandra Hernández, M.D.
Neal Mohan
Valerie Montgomery
Rice, M.D.
Richard Scheller, Ph.D.
Peter J. Taylor
Anne Wojcicki
Leadership Experience
Relevant Industry Experience
Financial Expertise
Marketing and Consumer Insight
Technology and Digital Expertise
Strategic Growth and Business Development Expertise
Human Capital/Talent Management Experience
Risk Management Expertise
Corporate Governance Expertise
Mergers & Acquisitions Experience
Investment and Capital Raising Experience
Corporate Social Responsibility Experience
Other Public Company Board Experience
Environmental, Social and Governance
Expertise
23andMe Holding Co. 4 2023 Proxy Statement

 
Board Snapshot
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* With the exception of Drs. Montgomery Rice and Hernández, who were appointed to the Board on June 16, 2021 and November 8, 2021, respectively, all of the directors were elected to the Board in connection with the Business Combination. As such, data relating to tenure includes board service on 23andMe, Inc. prior to the Business Combination.
Director Overview
Committee
Service
Name
Primary Occupation
Age
Director
Since
Independent
AC
CC
Other Public
Company
Directorships
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Roelof Botha
Managing Member of Sequoia Capital Operations, LLC
49
2021
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4
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Patrick Chung
Managing General Partner of Xfund
49
2021
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0
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Sandra Hernández, M.D.
President and Chief Executive Officer of the California Health Care Foundation
65
2021
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0
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Neal Mohan
Chief Executive Officer of YouTube, Inc.
49
2021
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1
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Valerie Montgomery Rice, M.D.
President and Dean of Morehouse School of Medicine
62
2021
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1
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Richard Scheller, Ph.D.
Former Chief Scientific Officer and Head of Therapeutics of 23andMe, Inc.
69
2021
3
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Peter J. Taylor
Retired President of ECMC Foundation
65
2021
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2
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Anne Wojcicki
Chief Executive Officer and President of 23andMe
49
2021
0
AC
Audit Committee
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Committee Member
CC
Compensation Committee
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Committee Chair
23andMe Holding Co. 5 2023 Proxy Statement

 
Stockholder Engagement
Engaging with our stockholders is critically important to our Board and management team. The goal of our outreach efforts is to solicit feedback and identify issues of importance to our stockholders. Additionally, we proactively communicate with the investment community and stockholders about our financial performance, operations, and strategic developments through the following:

Quarterly earnings releases, investor presentations, and conference calls;

In-person and telephonic meetings with investors and stakeholders;

Attendance, presentation, and in-person investor meetings at healthcare conferences;

Proactive outreach to our largest stockholders; and

Our annual stockholders meeting, which includes a Q&A session.
During Fiscal 2023, we conducted outreach to many of our largest non-affiliate stockholders.
23andMe Holding Co. 6 2023 Proxy Statement

 
CORPORATE SOCIAL RESPONSIBILITY AND DE&I
Community Impact and Collaborations
We strive to positively impact communities affected by where we work and the work we do. We developed comprehensive Engagement Guidelines and a rubric for evaluating community organizations as we look to support more partnerships and events in the future. As we are committed to embedding diversity, equity, and inclusion (“DE&I”) in everything we do, these guidelines help to ensure that DE&I is a guiding tenet of our community involvement.
Fiscal 2023 Highlights
[MISSING IMAGE: ic_tick-4c.jpg]   We’ve continued our partnership with StreetCode Academy by offering an “exposureship” program to students and through the
      donation of equipment to support learning experiences. StreetCode Academy helps bridge the digital divide, empowering
      communities of color to achieve their full potential by sharing the mindset, skills, and access they need to embrace tech and
      innovation.
[MISSING IMAGE: ic_tick-4c.jpg]   Launched Supplier Code of Conduct for all of our suppliers.
Environmental, Social, and Governance
Following the Business Combination, the Company has been working to create a meaningful Environmental, Social, and Governance (“ESG”) program. In Fiscal 2023, we took important steps to accomplish this, including publishing our first ESG Report.
Diversity, Equity, and Inclusion
We are committed to making our product, our community, and our entire company more diverse, equitable, and inclusive. We have developed four key pillars to hold our leadership, employees, and collaborators accountable:
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Fiscal 2023 Highlights
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Through enhanced recruiting and candidate networking efforts, 22.4% of our new hires for Fiscal 2023 were from marginalized communities.
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We added more programs and opportunities to allow employees to find a sense of belonging and gain greater awareness around how DE&I is embedded in our business. These include the launch of a peer-to-peer mentorship program and a liaison network, and continued growth in the number of our Employee Resource Groups.
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Our Product and Research and Development teams continue to use a DE&I by design process to ensure the DE&I lens is used throughout the entire product lifestyle.
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Our Research team launched our African American Genome Project with the distribution of over 7,000 kits creating a focus on providing people awareness around the importance of knowing your sickle cell carrier status. This project has been instrumental in building trust with African American partners and consumers.
23andMe Holding Co. 7 2023 Proxy Statement

 
EXECUTIVE COMPENSATION HIGHLIGHTS
For a detailed discussion of our executive compensation program, please see the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on page 36.
Executive Compensation Practices
We intend to design our executive compensation program to (i) allow us to attract and retain highly qualified executive officers and (ii) allow these executive officers the opportunity to own a portion of the Company. Consistent with this philosophy, we aim to attract and retain highly qualified, experienced executive officers who can make significant contributions to our long-term business success; reward executive officers for achieving business goals and delivering strong performance; and align executive incentives with stockholder value creation. The following compensation practices demonstrate how we believe our executive compensation program reflects best practices and reinforces our culture and values:
What We Do
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Maintain an independent Compensation Committee
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Retain an independent compensation consultant
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Conduct an annual executive compensation review with benchmarks derived from a reasonable set of similar-industry peer companies
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Emphasize “at-risk” or variable compensation, including the implementation of a bonus program for NEOs in Fiscal 2023
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Establish multi-year vesting requirements
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Maintain double-trigger change-of-control arrangements
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Conservative compensation risk profile
What We Don’t Do
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Excise tax gross-up payments
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Derivatives or hedging of equity securities
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Pledging of equity securities
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Multi-year employment agreements with NEOs
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Stock option repricing without stockholder approval
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Executive retirement plans
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Excessive perquisites
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Excessive executive severance rights or single-trigger change-of-control arrangements
Fiscal 2023 Compensation Program Elements
The following table summarizes the key compensation elements provided to all our named executive officers (“NEOs”) in Fiscal 2023:
Element
Form
Purpose
Base Salary
Fixed annual cash compensation
Provides a level of compensation sufficient to attract and retain NEOs and designed to reflect each NEO’s scope of responsibility and accountability
Annual Incentive Plan Awards
Restricted stock units
Provides the opportunity to earn variable, at-risk compensation based upon the Company’s achievement of certain annual pre-established financial, operational, and strategic performance metrics
Other Benefits
401(k) plan, health and welfare benefits, and minimum perquisites
Market-competitive offerings to attract and retain high-caliber executive talent
23andMe Holding Co. 8 2023 Proxy Statement

 
Recent Evolution of Our Executive Compensation Program
The Board and the Compensation Committee have continued to review and evaluate our executive compensation practices and policies. In connection with our goals to align executive realizable pay outcomes to our performance over both the short- and long-term, in June 2022, the Compensation Committee adopted the Annual Incentive Plan, pursuant to which, beginning with Fiscal 2023, the NEOs were eligible to receive annual incentive bonuses in the form of restricted stock units (“RSUs”), based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. The Compensation Committee believes that the Annual Incentive Plan is an important component of the Company’s executive compensation program, as the opportunity to earn variable at-risk compensation will motivate and reward NEOs for achieving annual financial results. Moreover, the adoption of the Annual Incentive Plan represents the Compensation Committee’s commitment to a pay-for-performance compensation model.
VOTING MATTERS AND RECOMMENDATIONS
Proposal
Our Board’s Voting
Recommendation
Page
1
Elect the three Class II director nominees named in the Proxy Statement to serve until the 2026 Annual Meeting of Stockholders
FOR
each director nominee
10
2
A non-binding, advisory vote on the Fiscal 2023 compensation of our named executive officers (“Say-on-Pay”)
FOR
39
3
Approve an amendment and restatement of the 23andMe Holding Co. 2021 Incentive Equity Plan to, among other things, increase the number of shares authorized for issuance thereunder
FOR
75
4
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024
FOR
89
ADDITIONAL INFORMATION
Refer to the “Additional Information About Our Annual Meeting and Voting” section of this Proxy Statement beginning on page 81 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications, and the deadlines for submitting stockholder proposals and other pertinent information.
23andMe Holding Co. 9 2023 Proxy Statement

 
PROPOSAL 1
Election of Directors
During Fiscal 2023 and until June 2023, our Board of Directors (the “Board”) consisted of nine members. Currently, our Board consists of eight members and is divided into three classes, designated as Class I, Class II, and Class III. We are committed to strong corporate governance, and our Board regularly reviews our governance structure, including our classified board structure. Our Certificate of Incorporation divides our Board into three classes, with each class elected to serve a three-year term. Our Certificate of Incorporation also provides that the number of directors constituting each class will, as nearly as is practicable, be equal. As a result, at each annual meeting of stockholders, approximately one-third of our directors are elected to serve for a three-year term. Our Board has periodically considered the continued appropriateness of this classified board structure and believes that our classified board structure provides important benefits, including:

Promoting Stability and Enhancing Institutional Knowledge. Our classified board structure enhances stability and continuity of leadership because our Board will always include directors with prior experience with our operating and regulatory environment, business, strategic goals, competition, trends, and risks.

Supporting Achievement of Long-Term Strategy. We believe that our classified board structure will help our Board maintain a long-term perspective, leading to decisions that are in the long-term interests of our Company and stockholders, while being responsive to short-term needs and objectives.

Maximizing Stockholder Value. We believe that a classified board enhances our ability to achieve value for our stockholders in the event of an unsolicited takeover. Without a classified board, a potential acquirer could gain control of our Board at a single annual meeting by replacing a majority of directors with its own nominees without paying a premium to our stockholders.

Enhancing Director Independence. We believe that a classified board with three-year terms enhances non-management directors’ independence from special interest groups or other parties whose goals may not be in the best interests of all of our stockholders.
Our Board has nominated Neal Mohan, Valerie Montgomery Rice, and Richard Scheller for election to the Board at the Annual Meeting. If elected, each director nominee will serve as a Class II director with a term to expire at the 2026 Annual Meeting of Stockholders. Each of the director nominees currently serves as a director of the Company.
The persons named as proxies will vote for each of the director nominees unless you instruct to withhold your vote for one or more of the director nominees. The director nominees have each agreed to serve if elected, and the Board has no reason to believe that any of the director nominees will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the Annual Meeting, the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors.
Under our Second Amended and Restated Bylaws (the “Bylaws”), the election of directors is determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. Votes may not be cumulated.
YOUR VOTE
IS IMPORTANT
The Board unanimously recommends that you vote FOR each of the director nominees identified below.
23andMe Holding Co. 10 2023 Proxy Statement

 
CLASS II DIRECTOR NOMINEES
Information regarding each Class II director nominee is set forth below. Each Class II director nominee has a term that expires at the Annual Meeting. In addition to the qualifications set forth below, we believe that each of the Class II director nominees has a reputation for the highest character and integrity, works cohesively and constructively with the other members of our Board and with management of the Company, and demonstrates business acumen and an ability to exercise sound judgment.
[MISSING IMAGE: ph_nealmohan-bw.jpg]
Neal Mohan
AGE | 49
INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | CC
Mr. Mohan joined the Board of Directors of 23andMe, Inc. in 2017 and was elected to our Board upon the consummation of the Business Combination. Mr. Mohan is currently the Chief Executive Officer of YouTube, Inc. and previously served as the Chief Product Officer of YouTube, Inc. from 2015 until 2023. Previously, Mr. Mohan served as Senior Vice President of Display and Video Ads at Google from 2008 to 2015. Before joining Google, from 2005 to 2008, Mr. Mohan served as Senior Vice President of Strategy and Product Development at DoubleClick, Inc. (“DoubleClick”). Mr. Mohan has held various technology and business leadership positions at NetGravity Inc. (from 1997 to 1999) and DoubleClick (from 1999 to 2003), and various strategy and consulting roles at Microsoft Corporation (2004) and Accenture plc (from 1996 to 1997). Mr. Mohan previously served as a member of the boards of directors of the Internet Advertising Bureau (from 2012 to 2016) and the Mobile Marketing Association (from 2012 to 2015). Mr. Mohan earned his M.B.A. from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar. He also holds a B.A. in Electrical Engineering from Stanford University.
Other Public Company Boards:

StitchFix, Inc. (Nasdaq: SFIX)
Previous Public Company Boards (Past Five Years): None
Key Qualifications:
We believe that Mr. Mohan is qualified to serve on the Board because of his extensive industry and product experience, and experience in serving on boards of directors, as well as organizational management.
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Valerie Montgomery Rice
AGE | 62
INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | CC (Chair)
Dr. Montgomery Rice was appointed to the Board in June 2021. The sixth president of Morehouse School of Medicine (“MSM”) and the first woman to lead the freestanding medical institution, Dr. Montgomery Rice serves as both the President and Dean. A renowned infertility specialist and researcher, she most recently served as Dean and Executive Vice President of MSM, where she has served since 2011. Prior to joining MSM, Dr. Montgomery Rice held faculty positions and leadership roles at various health centers, including academic health centers. Notably, she was the founding director of the Center for Women’s Health Research at Meharry Medical College. Dr. Montgomery Rice holds memberships in various organizations and participates on a number of boards, such as the following: member, National Academy of Medicine, the Association of American Medical Colleges Council of Deans, and the Horatio Alger Association and board of directors for The Metro Atlanta Chamber, Kaiser Permanente School of Medicine, The Nemours Foundation, Westside Future Fund, Josiah Macy Jr. Foundation, Headspace, Wellpath, and CARE. Dr. Montgomery Rice holds a bachelor’s degree in chemistry from the Georgia Institute of Technology, a medical degree from Harvard Medical School, an honorary degree from the University of Massachusetts Medical School, and a Doctor of Humane Letters honorary degree from Rush University.
Other Public Company Boards:

UnitedHealth Group Inc. (NYSE: UHN)
Previous Public Company Boards (Past Five Years): None
Key Qualifications:
We believe that Dr. Montgomery Rice is qualified to serve on the Board as she provides a valuable combination of experience at the highest levels of patient care and medical research, as well as organizational management and public health policy.
23andMe Holding Co. 11 2023 Proxy Statement

 
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Richard Scheller
AGE | 69
NOT INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | None
Dr. Scheller joined the Board of Directors of 23andMe, Inc. in 2019 and was elected to our Board upon the consummation of the Business Combination. From 2015 until his retirement in 2019, Dr. Scheller served as the Chief Scientific Officer and Head of Therapeutics of 23andMe, Inc. Prior to joining 23andMe, Inc., for 14 years (from 2001 until 2015), Dr. Scheller was Executive Vice President and Head of Research and Early Development of Genentech, Inc. Prior to joining Genentech, Inc., from 1982 to 1994, Dr. Scheller was a professor of Biological Sciences at Stanford University and was a Howard Hughes Medical Institute investigator at the Stanford University School of Medicine from 1994 to 2001. Dr. Scheller has been an adjunct professor of Biochemistry and Biophysics at the University of California, San Francisco, since 2004. He is a member of the board of trustees at the California Institute of Technology. Dr. Scheller is a fellow of the American Academy of Arts & Sciences, a member of the National Academy of Sciences, and a member of the National Academy of Medicine. He holds a B.S. in Biochemistry from the University of Wisconsin-Madison and a Ph.D. in Chemistry from the California Institute of Technology. He was a postdoctoral fellow in the Division of Biology at the California Institute of Technology and a postdoctoral fellow in Molecular Neurobiology at Columbia University at the College of Physicians and Surgeons.
Other Public Company Boards:

Alector, Inc. (Nasdaq: ALEC)

BridgeBio Pharma, Inc. (Nasdaq: BBIO)

Dice Therapeutics, Inc. (Nasdaq: DICE)
Previous Public Company Boards (Past Five Years):
Dr. Scheller previously served on the board of directors of Xenon Pharmaceuticals Inc. from 2015 to 2020 and on the board of directors of ORIC Pharmaceuticals, Inc. from 2015 to 2021.
Key Qualifications:
We believe that Dr. Scheller is qualified to serve on the Board because of his extensive industry and scientific experience, including his institutional knowledge of 23andMe, Inc.
23andMe Holding Co. 12 2023 Proxy Statement

 
CLASS I CONTINUING DIRECTORS
Information regarding each Class I director is set forth below. Each Class I Director has a term that expires at the 2025 Annual Meeting of Stockholders. In addition to the qualifications set forth below, we believe that each of the director nominees has a reputation for the highest character and integrity, works cohesively and constructively with the other members of our Board and with management of the Company, and demonstrates business acumen and an ability to exercise sound judgment.
[MISSING IMAGE: ph_roelofbotha-bw.jpg]
Roelof Botha
AGE | 49
INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | AC
Mr. Botha joined the Board of Directors of 23andMe, Inc. in 2017 and was elected to our Board upon the consummation of the Business Combination. Since 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Managing Member of Sequoia Capital Operations, LLC since 2007. Prior to joining Sequoia Capital, from 2000 to 2003, Mr. Botha served in various positions at PayPal, Inc. (“PayPal”), including as PayPal’s Chief Financial Officer. Earlier, from 1996 to 1998, he worked as a management consultant for McKinsey & Company. He currently serves on the boards of directors of a number of privately held companies. Mr. Botha received his B.S. in Actuarial Science, Economics, and Statistics from the University of Cape Town and his M.B.A. from the Stanford Graduate School of Business.
Other Public Company Boards:

MongoDB (Nasdaq: MDB)

Block, Inc. (NYSE: SQ)

Natera Inc. (Nasdaq: NTRA)

Unity Software (NYSE: U)
Previous Public Company Boards (Past Five Years):
Mr. Botha previously served on the boards of directors of Eventbrite, Inc. and Bird Global, Inc.
Key Qualifications:
We believe that Mr. Botha is qualified to serve on the Board because of his extensive experience serving on the boards of directors of public companies, as well as his expertise with venture capitalism and technology companies.
23andMe Holding Co. 13 2023 Proxy Statement

 
[MISSING IMAGE: ph_patrickchung-bw.jpg]
Patrick Chung
AGE | 49
INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | AC; CC
Mr. Chung joined the Board of Directors of 23andMe, Inc. in 2009 and was elected to our Board upon the consummation of the Business Combination. Since 2015, Mr. Chung has served as Managing General Partner of Xfund (www.xfund.com). Prior to that, from 2007 to 2015, Mr. Chung was a partner at New Enterprise Associates (NEA, www.nea.com) and led the firm’s consumer and seed-stage investment practices. Mr. Chung was a member of the founding team of ZEFER Corp. (“ZEFER”), an internet services firm that was subsequently acquired by NEC Corp. Prior to ZEFER, Mr. Chung was with McKinsey & Company, where he specialized in hardware, software, and services companies. Mr. Chung received a joint J.D.-M.B.A. degree from Harvard Business School and Harvard Law School, where he served as Editor of the Harvard Law Review. He was a Commonwealth Scholar at Oxford University, where he earned a Master of Science degree. Mr. Chung earned his A.B. degree at Harvard College in Environmental Science.
Other Public Company Boards: None
Previous Public Company Boards (Past Five Years): None
Key Qualifications:
We believe that Mr. Chung is qualified to serve on the Board because of his extensive investment experience, track record, and corporate governance expertise.
[MISSING IMAGE: ph_sandrahernandez-bw.jpg]
Sandra Hernández
AGE | 65
INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | None
Dr. Hernández was appointed to the Board in November 2021. Since 2014, Dr. Hernández has served as the President and Chief Executive Officer of the California Health Care Foundation (“CHCF”). Prior to joining CHCF, she was Chief Executive Officer of The San Francisco Foundation, which she led for 16 years. She previously served as director of public health for the City and County of San Francisco from 1988 to 1997. She also co-chaired San Francisco’s Universal Healthcare Council, which designed Healthy San Francisco. In 2018, she was appointed to the Covered California board of directors, and in 2019, she was appointed to the Healthy California for All Commission. She also serves on the UC Regents Health Services Committee and the UC San Diego Chancellor’s Health Advisory Board. Dr. Hernández is a gubernatorial appointee to the board of Covered California, the California health insurance marketplace. Dr. Hernández practiced at San Francisco General Hospital in the HIV/AIDS Clinic from 1984 to 2016 and was an assistant clinical professor at the UCSF School of Medicine. She is a graduate of Yale University, the Tufts School of Medicine, and the certificate program for senior executives in state and local government at Harvard University’s John F. Kennedy School of Government.
Other Public Company Boards: None
Previous Public Company Boards (Past Five Years):
Dr. Hernández previously served on the board of directors of First Republic Bank.
Key Qualifications:
We believe that Dr. Hernández is qualified to serve on the Board because of her extensive experience in healthcare, organizational management, public health policy, and corporate governance expertise.
23andMe Holding Co. 14 2023 Proxy Statement

 
CLASS III CONTINUING DIRECTORS
Information regarding each Class Ill director is set forth below. Each Class Ill Director has a term that expires at the 2024 Annual Meeting of Stockholders. In addition to the qualifications set forth below, we believe that each of the Class Ill directors has a reputation for the highest character and integrity, works cohesively and constructively with the other members of our Board and with management of the Company, and demonstrates business acumen and an ability to exercise sound judgment.
[MISSING IMAGE: ph_petertaylor-bw.jpg]
Peter Taylor
AGE | 65
INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | AC (Chair)
Mr. Taylor was elected to the Board in connection with the Business Combination. Mr. Taylor retired in March 2023 as the president of the ECMC Foundation, a nonprofit corporation dedicated to educational attainment for low-income students, where he served since May 2014. Before joining the ECMC Foundation, from 2009 to 2014, Mr. Taylor served as executive vice president and chief financial officer for the University of California system. Most of Mr. Taylor’s professional career was in investment banking, with nearly 16 years in municipal finance banking for Lehman Brothers and Barclays Capital, where he was managing director for the Fixed Income Group. Mr. Taylor previously served on the Board of Trustees of the California State University system, where he chaired the Educational Policy Committee and the Finance Committee. He also serves on the boards of Pacific Life, the Ralph M. Parsons Foundation, and College Futures Foundation. Mr. Taylor received his undergraduate degree from UCLA, his Master’s Degree from Claremont Graduate University, and a certificate in public affairs from Coro Southern California.
Other Public Company Boards:

Edison International (NYSE: EIX)

Western Asset Premier Bond Fund (NYSE: WEA)
Previous Public Company Boards (Past Five Years): None
Key Qualifications:
We believe that Mr. Taylor is qualified to serve on the Board because of his finance and public policy experience, as well as his public company board experience.
[MISSING IMAGE: ph_annewojcici-bw.jpg]
Anne Wojcicki
AGE | 49
NOT INDEPENDENT
DIRECTOR SINCE | 2021
COMMITTEES | None
Ms. Wojcicki joined the Board of Directors of 23andMe, Inc. in 2006 and was elected to our Board upon the consummation of the Business Combination. She is our Chief Executive Officer and President. Ms. Wojcicki co-founded 23andMe, Inc. in 2006 and has served as Chief Executive Officer since 2010. Prior to co-founding 23andMe, Inc., she worked as a healthcare analyst for several investment firms, including Passport Capital, LLC from 2004 to 2006, Andor Capital Management from 2001 to 2002, Ardsley Partners from 1999 to 2000, and Investor AB from 1996 to 1999. She is a co-founder and board member of the Breakthrough Prize in Life Sciences, the largest scientific award that is given to researchers who have made discoveries that extend human life. Ms. Wojcicki sits on the boards of directors of Zipline, Inc. and the Kaiser Permanente Bernard J. Tyson School of Medicine. Ms. Wojcicki also chairs the advisory board for the UCSF-Stanford Center of Excellence in Regulatory Science and Innovation. From 2008 to 2016, Ms. Wojcicki served on the Board of the Foundation for the National Institutes of Health. Ms. Wojcicki earned a B.S. in Biology from Yale University and also conducted molecular biology research at the National Institutes of Health and at the University of California, San Diego.
Other Public Company Boards: None
Previous Public Company Boards (Past Five Years):
Ms. Wojcick previously served on the board of directors of the special purpose acquisition company, AJAX I, from 2020 until its business combination with Cazoo Group Ltd. in 2021. She also served on the Cazoo Group Ltd. board of directors until 2022.
Key Qualifications:
Ms. Wojcicki is considered a pioneer in the direct-to-consumer DNA testing space, and we believe that her extensive industry experience, as well as her institutional knowledge as the co-founder of 23andMe, Inc., qualify her to serve on the Board.
23andMe Holding Co. 15 2023 Proxy Statement

 
Corporate Governance
The following section discusses our corporate governance, including the role of our Board and Board committees. Our Corporate Governance Guidelines, which were adopted to promote the effective functioning of the Board and Board committees and to reflect our commitment to high standards of corporate governance, are periodically reviewed by the Board to verify that they reflect the Board’s evolving corporate governance practices, policies, and procedures. In addition, we have a Code of Business Conduct and Ethics, which applies to all of the Company’s directors, officers, advisors, consultants, contractors, and employees. Our Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our corporate website at investors.23andme.com/corporate-governance/documents-charters. The Company will provide copies of its Corporate Governance Guidelines and Code of Business Conduct and Ethics to any stockholder, free of charge, upon written request to our Corporate Secretary at 349 Oyster Point Boulevard, South San Francisco, California 94080.
ROLE OF THE BOARD
The business and affairs of the Company are managed by, and under the direction of, our Board, which serves as the ultimate decision-making body of the Company, except for those matters reserved for our stockholders. Our Board is responsible for overseeing management, which is, in turn, responsible for the operations of the Company. Our Board’s primary areas of focus are strategy, risk management, corporate governance, corporate social responsibility, and compliance, as well as evaluating management and guiding changes as circumstances warrant. In many of these areas, significant responsibilities are delegated to Board committees, which are responsible for reporting to the Board on their activities and actions. Refer to the “Corporate Governance — Committees of the Board and Meeting Attendance” section of this Proxy Statement beginning on page 19 for additional information on the Board committees.
BOARD LEADERSHIP STRUCTURE
The current leadership structure of our Board consists of a combined Chair and Chief Executive Officer position that is held by Ms. Wojcicki. The Board has determined that combining the positions of Chair and Chief Executive Officer is most appropriate for the Company at this time, because Ms. Wojcicki in this combined position provides unified leadership and direction to the Company and valuable insight to the Board.
As the Chair, Ms. Wojcicki has primary responsibility for presiding over meetings of the Board and meetings of stockholders. Additionally, the Chair is responsible for the agenda of all Board meetings and for previewing information sent to the Board as necessary and approving meeting schedules to assure that there is sufficient time for discussion of all agenda items.
Non-employee directors meet regularly in executive session without management present. Additionally, at least once a year, the Company schedules an executive session with only independent directors. The chair of the Audit Committee is responsible for presiding over such executive sessions.
BOARD INDEPENDENCE
Our securities are listed on Nasdaq, and we use the standards of  “independence” prescribed by rules set forth by Nasdaq. Under Nasdaq rules, a majority of a listed company’s board of directors must be comprised of independent directors. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out a director’s responsibilities. Our Board has determined that the following directors are independent under Nasdaq and SEC rules and regulations: Roelof Botha, Patrick Chung, Sandra Hernández, Neal Mohan, Valerie Montgomery Rice, and Peter Taylor. As Anne Wojcicki serves as our Chief Executive Officer and Richard Scheller provides consulting services to the Company, they are not deemed to be independent. Additionally, for the entirety of Fiscal 2023 and until his passing in June 2023, Evan Lovell served as a director of the Company; the Board did not consider Mr. Lovell to be independent during his tenure as a director.
23andMe Holding Co. 16 2023 Proxy Statement

 
There are no family relationships among any of the current directors, director nominees, and executive officers of the Company.
[MISSING IMAGE: fc_ppl-4c.jpg]
Additionally, the Board has determined that each current member of the Audit Committee and Compensation Committee meets all applicable independence requirements under the Nasdaq rules and applicable SEC rules and regulations.
BOARD TENURE AND REFRESHMENT
It is the Board’s view that, while Board refreshment is an important consideration in the Board’s assessment of its composition, the best interests of the Company are served by it being able to take advantage of all available talent, and that the Board should not make determinations with regard to its membership solely on the basis of age. Accordingly, there are no established limits for retirement from the Board. Similarly, the Board does not believe it is appropriate to institute fixed limits on the tenure of directors because the Company and the Board would thereby be deprived of experience and knowledge. Accordingly, there are no established term limits for service on the Board.
At the same time, the Board recognizes that incumbent directors should not expect to be renominated automatically or continually. To this end, the Board is required to evaluate each incumbent director’s qualifications, performance, and ability to continue to contribute productively before nominating that director for an additional term. This evaluation includes a review of the results of the Board’s self-evaluation process and the Company’s needs at a particular point in time.
BOARD DIVERSITY
Our Board believes that, as a group, the directors should have diverse backgrounds and experiences. We believe that the members of the Board, as a group, have such diversity in terms of backgrounds and experiences, including varied race, ethnicity, nationality, gender, age, and other attributes. Our Corporate Governance Guidelines include a formal diversity policy that requires any search firm engaged to assist with director recruitment to include women and minority candidates in the pool from which the independent directors select director candidates.
The following diversity matrix sets forth information regarding the self-identification selections that our directors consented to be disclosed in the Proxy Statement:
Board Diversity Matrix (as of June 26, 2023)
Total number of Directors
8
Female
Male
Non-
Binary
Did not
Disclose
Gender
Part I: Gender Identity
Directors
3
4
0
1
Part II: Demographic Background
African American or Black
1
1
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
2
0
0
Hispanic or Latinx
1
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
1
1
0
0
Two or More Races or Ethnicities
0
0
0
0
LGBTQ+
2
Did Not Disclose Demographic Background
1
23andMe Holding Co. 17 2023 Proxy Statement

 
Board Diversity Matrix (as of May 13, 2022)
Total number of Directors
9
Female
Male
Non-
Binary
Did not
Disclose
Gender
Part I: Gender Identity
Directors
0
3
0
6
Part II: Demographic Background
African American or Black
0
1
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
0
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
0
1
0
0
Two or More Races or Ethnicities
0
1
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
6
The Board also believes that its members should be diverse in their qualifications and should represent a range of skills, areas of expertise, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s business, enterprise risks, and strategic priorities.
The Company has identified the following key experiences, qualifications, and skills from questionnaires completed by each of our directors. We believe that this reflects a balanced mix of experience, qualifications, and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board, and we believe that each of our directors has a broad array of knowledge, experience, and skills.
[MISSING IMAGE: bc_diver-4c.jpg]
DIRECTOR NOMINATIONS
Identifying Director Candidates
Our independent directors are responsible for identifying and selecting qualified nominees for election or, in the case of a vacancy, appointment to the Board. Director candidates may come to the attention of the independent directors from a variety of sources, including current Board members, stockholders, and management. All candidates are reviewed in the same manner, regardless of the source of the recommendation.
23andMe Holding Co. 18 2023 Proxy Statement

 
The process for seeking and vetting additional director candidates is ongoing and is not dependent upon the existence of a vacancy on the Board. The Board believes that this ongoing pursuit of qualified candidates functions as an appropriate director succession plan. Pursuant to our Corporate Governance Guidelines, our independent directors have the authority to retain consultants and search firms to assist in the process of identifying and evaluating candidates. Any search firm that is engaged for a new director search must include women and minority candidates in its pool of candidates.
Director Time Commitment Considerations
In evaluating nominees to serve on our Board, the independent directors consider whether a director nominee has the ability to effectively fulfill his or her duties as a director of the Company, especially with regard to the director nominee’s expected time commitments with respect to his or her occupation and/or service as a director of other public companies.
Our Corporate Governance Guidelines set forth guidelines regarding the number of public company boards and audit committees on which members of our Board may serve. Unless the Board determines that the carrying out of a director’s responsibilities to the Company will not be adversely affected by the director’s other directorships:

Directors who also serve as executive officers of a public company may not serve on more than a total of two public company boards (including the Company’s Board); and

Directors who are not executive officers of a public company may not serve on more than four public company boards in addition to the Company’s Board.
Additionally, if a member of the Company’s Audit Committee wishes to serve on the audit committees of more than a total of three public companies, the Board must approve such additional service, after determining whether such simultaneous service impairs the director’s ability to serve effectively on the Company’s Audit Committee, before the director accepts the additional position.
Our Board believes that each of our directors has demonstrated the ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of our directors. However, we understand that certain of our stockholders and/or proxy advisory firms may deem Roelof Botha “overboarded” under their policies. After careful consideration, the Board believes that Mr. Botha has dedicated, and will continue to dedicate, sufficient time to carry out his duties as a member of the Board and the committees thereof. Additionally, the Board believes that his services with other public companies do not, and will not, negatively impact his service on our Board.
Stockholder Recommendations for Director Candidates
Stockholders may recommend director candidates for consideration by our independent directors by giving written notice of the recommendation to the Corporate Secretary of the Company at the Company’s principal executive offices at 349 Oyster Point Boulevard, South San Francisco, California 94080. In considering candidates recommended by stockholders, our independent directors will take into consideration the needs of the Board and the qualifications of each candidate. For additional information regarding stockholder nominations and recommendations, please see the “Stockholder Proposals and Nominations for the 2024 Annual Meeting” section of this Proxy Statement on page 80.
DIRECTOR QUALIFICATIONS AND CONSIDERATION OF DIRECTOR CANDIDATES
When considering candidates for the Board, our independent directors evaluate the entirety of each candidate’s credentials and do not have specific eligibility requirements or minimum qualifications that must be met by a candidate. The independent directors are also responsible for reviewing from time to time the appropriate skills and characteristics required of Board members in the context of the background of existing members and in light of the perceived needs for the future development of the Company and the best interests of the Company and its stockholders. This assessment includes issues of diversity and experience in different substantive areas including, without limitation, risk management, operations, marketing, accounting, legal, finance, investment and capital raising, strategic growth and business development, biotechnology, healthcare, mergers and acquisitions, technology and digital expertise, cybersecurity, environmental, social, and governance (ESG), human capital management, and diversity, equity, and inclusion (DE&I). All directors should possess the highest personal and professional ethics, integrity, and demonstrated leadership, and be committed to representing the long-term interests of the Company and its stockholders.
23andMe Holding Co. 19 2023 Proxy Statement

 
The Company believes that the Board as a whole should have competency in the following areas:

High character and integrity

Audit, accounting, and finance

Management experience

Industry knowledge

Leadership experience

Strategy/vision
The Board seeks the best director candidates based on the skills and characteristics required without regard to race, color, national origin, religion, disability, marital status, age, sexual orientation, gender, gender identity and expression, or any other basis protected by federal, state, or local law. The independent directors actively seek candidates for the Board who embody diversity in skills, abilities, industry knowledge, experience, gender, race, ethnicity, and veteran and disability status, as well as such other factors considered useful depending on the needs of the Company at such time.
OTHER POLICIES RELATED TO SERVICE AS A DIRECTOR
Directors Who Change Their Job Responsibility
When a director’s principal occupation or business association changes substantially from that which they held when first elected to the Board (including retirement), they will be required to tender a resignation as a director promptly to the Board. The Board will consider whether to accept or reject the tendered resignation, taking into consideration the effect of such change on the interests of the Company.
Directors Who Cease to be Independent
Each director is required to notify the Board of any change in circumstances that may impact their independence. If so notified, the Board will reevaluate, as promptly as is practicable thereafter, such director’s independence. An independent director who ceases to qualify as such after election to the Board will be required to tender a resignation as a director promptly to the Board, which will consider whether to accept or reject the resignation, taking into consideration the effect of such change on the interests of the Company.
COMMITTEES OF THE BOARD AND MEETING ATTENDANCE
A total of five meetings of the Board were held during Fiscal 2023. During Fiscal 2023, the non-employee directors met alone without management present on one occasion.
Except with respect to Evan Lovell, each director attended 75% or more of the aggregate of  (i) the total number of meetings of the Board held during the time in which such director was a member of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served during the period such director served as a member of such committee. Mr. Lovell served as a director of the Company for the entirety of Fiscal 2023 and until his passing in June 2023. Due to illness, Mr. Lovell attended three of the five Board meetings held during Fiscal 2023.
While we do not have a formal policy on director attendance at annual meetings, directors are expected to attend our annual meeting of stockholders. All of the directors virtually attended the 2022 Annual Meeting of Stockholders.
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Committees of the Board
The Board has two standing committees, each of which is described below. The responsibilities of each standing committee are set forth in a written charter. Each committee reviews its charter annually and makes recommendations for changes to the Board. The Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.
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Each committee’s charter is available on our website at investors.23andme.com/corporate-governance/documents-charters.
The Board’s standing committees and their current members are as follows:
Director
Audit
Committee
Compensation
Committee
Roelof Botha
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Patrick Chung
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Sandra Hernández, M.D.
Neal Mohan
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Valerie Montgomery Rice, M.D.
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Richard Scheller, Ph.D.
Peter J. Taylor
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Anne Wojcicki
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Committee Chair
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Member
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Financial Expert
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Audit Committee
MET 4 TIMES IN FISCAL 2023
COMMITTEE MEMBERS

Peter Taylor (Chair)

Roelof Botha

Patrick Chung
Primary Responsibilities
The primary responsibilities of the Audit Committee are to oversee:

the accounting and financial reporting processes and audits of the financial statements of the Company

the integrity of the Company’s financial statements

the Company’s processes relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures

the qualifications, engagement, compensation, independence, and performance, as well as termination and replacement of the Company’s independent auditor, and the auditor’s conduct of the annual audit of the Company’s financial statements and any other services provided to the Company

the performance of the Company’s internal audit function, if any
In addition, the Audit Committee is responsible for:

reviewing and, if appropriate, approving or ratifying any related person transactions and other significant conflicts of interest, in each case in accordance with the Company’s Code of Business Conduct and Ethics and Related Person Transaction Approval Policy

establishing and reviewing “whistleblowing” procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by the Company’s employees of concerns regarding questionable accounting or auditing matters

producing the report of the Audit Committee to be included in the Company’s annual proxy statement or Annual Report on Form 10-K as required by the rules of the SEC
FINANCIAL EXPERTISE AND INDEPENDENCE
The Board has determined that each current member of the Audit Committee meets all applicable independence and financial literacy and expertise requirements under the Nasdaq rules and applicable SEC rules and regulations. Additionally, the Board has determined that Peter Taylor qualifies as an “audit committee financial expert” within the meaning of SEC regulations.
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Compensation Committee
MET 4 TIMES IN FISCAL 2023
COMMITTEE MEMBERS

Valerie Montgomery Rice, M.D. (Chair)

Patrick Chung

Neal Mohan
Primary Responsibilities
The primary responsibilities of the Compensation Committee are:

assisting the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the compensation of the Company’s CEO and the Company’s other executive officers; and (ii) reviewing and approving incentive compensation and equity compensation policies and programs, and exercising discretion in the administration of such programs

producing the report of the Compensation Committee to be included in the Company’s annual proxy statement or Annual Report on Form 10-K as required by the rules of the SEC

overseeing the Company’s culture and human capital management, including diversity, equity, and inclusion

reviewing the form and amount of non-employee director compensation at least annually, and making recommendations thereon to the Board

in consultation with the CEO, annually reporting to the Board on succession planning
In addition, the Compensation Committee has the sole discretion to retain or obtain advice from, oversee and terminate any compensation consultant and is directly responsible for the appointment, compensation, and oversight of any work of such consultant.
DELEGATION
The Compensation Committee may form and delegate authority to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Compensation Committee and such delegation is not otherwise inconsistent with law and applicable rules and regulations of the SEC and Nasdaq. The Compensation Committee may also delegate to management the administration of the Company’s incentive compensation and equity-based compensation plans, to the extent permitted by applicable law and as may be permitted by such plans and subject to such rules and regulations (including limits on the aggregate awards that may be made pursuant to such delegation) as the Compensation Committee may approve; provided that, the Compensation Committee will determine and approve the awards made under such plan to any executive officer and any other member of senior management as the Compensation Committee shall designate and shall at least annually review the awards made to such other members of senior management as it shall designate.
INDEPENDENCE
The Board has determined that each member of the Compensation Committee meets all applicable independence requirements under the Nasdaq rules and applicable SEC rules and regulations. Each member of the Compensation Committee also has been determined to be a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act.
BOARD EVALUATION PROCESS
On an annual basis, the members of the Board and each Board committee conduct a confidential self-assessment of their performance. The Board believes it is important to assess its overall performance, the performance of the Board committees, and the individual performance of each director. In order to serve the best interests of our stockholders and position the Company for future success, the Board reviews its overall composition, including director tenure, Board leadership structure, diversity, and individual skill sets as part of the evaluation process.
BOARD ROLE IN RISK OVERSIGHT
The Board has primary responsibility for risk oversight and, in this capacity, oversees the management of risks related to the operation of our Company. The Board executes its oversight duties in part by assigning responsibility to committees of the Board to oversee
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the management of risks that fall within their respective areas. In performing this function, each Board committee has full access to management, as well as the ability to engage advisors. The chair of each committee reports on the applicable committee’s activities at each Board meeting and has the opportunity to discuss risk management with the full Board at that time.
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Cybersecurity Risk Oversight
Our Chief Security Officer leads our cybersecurity program and provides reports and updates to the Board. The Board has assigned specific oversight of cybersecurity risk to the Audit Committee. As part of the management of cybersecurity as an enterprise risk, we perform various internal and external information security risk assessments. These assessments include third-party penetration testing and secure code review, public bug bounty, and vulnerability reporting programs, as well as independent audits of our information security management systems. Our employees are trained on cybersecurity matters on an ongoing basis. This training includes secure handling of customer and patient data, legally required privacy practices, and important emerging risks. We also conduct targets training throughout the year on topics such as physical security awareness, email phishing, etc. Please see “ESG — Data Security” on page 24 for more information.
ESG Risk Oversight
The Board has primary responsibility for ESG oversight and, in this capacity, oversees the management of risks related to ESG matters. Please see “ESG — ESG Oversight” on page 23 for more information.
Business Continuity
As required by our ISO certifications, we have robust business continuity planning and risk management procedures. As part of the incident response policy, we regularly conduct tabletop exercises including, among other teams, our Marketing, Human Resources, and Legal departments to walk through various situations and develop preparedness plans. In addition, the data security team practices resolution procedures monthly in the event of a security breach. We have also developed redundancies in our supply chain and kit fulfillment/genotyping services to continue providing services during a location-based disruption.
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COMMUNICATIONS WITH THE BOARD
Stockholders and other interested parties are invited to communicate with the Board, its committees, the Chair, or with non-employee and independent directors as a group by writing to: 349 Oyster Point Boulevard, South San Francisco, California 94080.
All such correspondence should identify the author as a stockholder or other interested party and clearly state the intended recipient. Communications received may be reviewed by the Corporate Secretary for the sole purpose of determining whether it is appropriate. In general, the following types of communication are not related to the duties and responsibilities of the Board and are therefore not appropriate: spam and similar junk mail and mass mailings, unsolicited advertisements or invitations to conferences or promotional material, product complaints, resumes or other job inquiries, and surveys.
ESG
We are committed to good corporate citizenship, which means putting our employees first, striving to create positive impacts within our organization, and aiming to better the communities in which we conduct business. We strive to promote inclusion and diversity, enhance our community involvement, and foster our social stewardship.
We believe that our investment in the following areas will help further advance our mission and ensure our long-term success, while operating ethically, sustainably, and responsibly.
Our Practices
Ethical and responsible management is woven through our culture and decision-making process. We strive to go beyond regulatory compliance to build a strong culture of integrity and transparency.
Our People
We believe an environment where all employees feel welcome, supported, and are able to reach their full potential leads to the best outcomes for the company.
Our Products
We empower people to explore their genetic and health information to be more proactive about their health and learn about their ancestry. We see first-hand how powerful genetic information can be for our customers. This gives us a tremendous sense of responsibility that informs all aspects of product development in order to provide customers with safe, accurate, high-quality services.
Our Planet
We are conscious not only of our impact on the communities where we work and live, but also globally, as we operate an international supply chain. Although we are in the early stages of our ESG journey, 23andMe is mindful of our environmental impact and seeks to make our business practices more sustainable.
ESG Oversight
The Board as a whole has primary responsibility for ESG oversight and oversees ESG-related risks and opportunities. All Board members have risk management expertise, and four directors have specific experience in corporate social responsibility. The Audit Committee generally oversees financial and compliance matters, while the Compensation Committee generally oversees human capital management and compensation programs.
In March 2022, we formed an ESG Task Force composed of several cross-functional senior leaders that meet quarterly to create and operationalize our ESG initiatives under the Board’s supervision. In addition, the Chief Security Officer oversees cybersecurity and customer privacy programs and regularly provides updates to the Board.
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Our Practices
Ethical behavior and sound corporate governance underpin our business strategy and operations. We strive to go beyond regulatory compliance to build a strong culture of integrity and transparency.
Corporate Governance and Business Ethics
At 23andMe, integrity is paramount, and we follow high ethical standards. We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) covering numerous topics, including corruption, antitrust violations, insider trading, gifts and entertainment, conflicts of interest, and the validity of financial information. We have also established a Global Anti-Corruption Policy for our employees, who are periodically asked to certify compliance in writing. The Audit Committee provides Board-level oversight of ethics and compliance matters.
All employees affirm their commitment annually to the Code of Ethics. In addition, 100% of employees and contractors are required to complete annual ethics and compliance training.
Additionally, we do not have a political action committee (PAC) and make no political contributions. Our political advocacy is centered on promoting policies that protect the privacy and security of individuals’ genetic data. 23andMe is a founding member of the Coalition for Genetic Data Protection, a partnership with other genetic testing companies to provide a unified voice promoting best practices on customer privacy and data security, which educates and advocates for reasonable and uniform privacy regulation to promote the responsible and ethical handling of every person’s genetic data.
Responsible Marketing
We are committed to responsible interactions with consumers and the broader healthcare community. All marketing activities and scientific engagement must conform to the rigorous requirements detailed in our Code of Ethics and Global Anti-Corruption Policy. We have developed strict internal controls for all consumer-facing marketing materials. Our team collaborates with and receives final official approval from, which for our FDA-regulated health products is documented in our Quality Management System, the following departments before publishing consumer-facing materials:
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Legal (for all content)
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Regulatory Affairs (for FDA-authorized/cleared content such as health report descriptions and claims)
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Medical Affairs (for content related to health information)
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We require all marketing employees who create consumer-facing marketing, promotional, or other labeling materials to complete annual training of our responsible marketing materials procedures. These marketing procedures are internally audited every year. The Legal, Regulatory, and Medical Affairs departments conduct supplemental training on marketing, pricing, and healthcare compliance to all relevant employees upon hire and annually.
Data Security
Maintaining strict data security is key to protecting our technology and customer information. We integrate best practices to protect our networks and systems from cyber threats and unauthorized use.
We meet the highest industry standards for data security and privacy. After an extensive security audit, our information security management system received its first certification under the globally recognized ISO/IEC 27001:2013 standard in 2019. In 2020, we received certification for two additional standards, ISO 27018 and 27701, which cover our privacy information management system and the security of personal information in cloud computing environments. To maintain these three ISO certifications, we are subject to a third-party annual audit. We also perform third-party penetration testing, secure code review, public bug bounty, and vulnerability reporting programs.
We require 100% of our employees and contractors to complete information security compliance training annually. We also conduct training throughout the year on topics such as physical security awareness and email phishing simulations.
Our People
We strive to put our people first and build an environment where our employees feel welcome, supported, and able to reach their personal and professional development goals. We are in this together, as enshrined in our company’s core values. The Compensation Committee provides Board-level oversight of human capital management to keep us accountable. The Vice President, People provides executive-level oversight alongside the company’s other senior leadership.
Workforce
As of March 31, 2023, we employed approximately 816 employees worldwide, of which approximately 769 were full-time employees and approximately 90% were U.S.-based employees.
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We believe that diverse perspectives and an inclusive culture produce a highly energized work environment and a solutions-driven community. We are committed to maintaining this ideal in our workplace and created four key pillars to guide our leadership, employees, and collaborators:
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DE&I Strategy
We view DE&I as a strategic priority and have assigned oversight responsibilities and allocated the necessary leadership resources to execute our initiatives. Management provides regular updates to the full Board regarding our DE&I initiatives.
Our DE&I strategy is focused on workplace, workforce, marketplace, and community, and is deeply ingrained in our organizational insights, employee data, and industry research and benchmarks. In Fiscal 2023, we achieved the following important milestones of our long-term DE&I strategy:
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Through enhanced recruiting and candidate networking efforts, 22.4% of our new hires for Fiscal 2023 were from marginalized communities.
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We added more programs and opportunities to allow employees to find a sense of belonging and gain greater awareness around how DE&I is embedded in our business. These include the launch of a peer-to-peer mentorship program and a liaison network and continued growth in the number of our Employee Resource Groups.
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Our Product and R&D teams continue to use a DE&I by design process to ensure that the DE&I lens is used throughout the entire product lifestyle.
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Our Research team launched our African American Genome Project with the distribution of over 7,000 kits creating a focus on providing people awareness around the importance of knowing your sickle cell carrier status. This project has been instrumental in building trust with African American partners and consumers.
We aim to grow, learn, and shape our approach to DE&I for the betterment of our workforce and the communities we serve. To that end, we will continue to ensure that we are creating an environment that welcomes conversations about issues that impact our workforce, customers, and the broader community.
DE&I Transparency
We strive to be transparent in our DE&I journey and on our progress toward our goals. Since 2021, we have shared our annual hiring and staff composition data on our website and highlighted areas where we can improve. As of March 31, 2023, 53% of our U.S. workforce are women and approximately 51% self-identify as ethnically or racially diverse.
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We also seek external insight into our efforts. In October 2021, our CEO, Anne Wojcicki, joined other top CEOs in signing the Disability: IN CEO Letter ON Disability Inclusion, pledging to advance disability inclusion and urging other leaders to do so as well. As a part of this commitment, we participate in the Disability Equality Index, a benchmarking tool to gauge how inclusive a company’s policies and practices are for employees and customers with disabilities.
Hiring
We incorporate DE&I into hiring through our recruiting and interview processes and management and corporate bonus plan. We have established several measures to ensure that we continue recruiting and hiring diverse candidates:
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We created onsite interview goals and processes to include at least one candidate who identifies as female and at least one who identifies as Black, Latinx, two or more races, Pacific Islander, or Indigenous American.
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All hiring teams are required to complete inclusive interview training.
To build diverse talent pipelines, we have recruiting partnerships with several organizations and events, including:
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Society for Advancement of Chicanos/Hispanics & Native Americans in Science (SACNAS)
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STEM Excellence through Equity and Diversity (SEED) Scholars Program
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Meyerhoff Scholars Program
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Black Professionals in STEM
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AfroTech
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Street Code Academy
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Boys and Girls Club of the Peninsula
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Rdevia
Employee Experience
Hiring diverse talent is just one part of our mission to build an inclusive workplace; we are also committed to maintaining an environment where employees stay and thrive. We offer numerous opportunities for employees to continue learning about diversity and inclusion. In 2021, we launched voluntary training on Unconscious Bias, Microaggressions, and Allyship. In Fiscal 2023, 25% of employees participated in DE&I-related training.
An employee training pod took an active role in shaping the next iteration of training by progressing the Allyship course to focus on how to better support underrepresented communities at 23andMe. In addition to offering training, we also build supportive communities by hosting DE&I Lunch and Learn sessions, Speaker Series, and book clubs. 23andMe offers employee affinity groups to provide a place for employees with shared interests, experiences, or characteristics to gather and create community.
Community Impact and Collaboration
As part of our mission to advance DE&I, we aim to have a positive impact on the areas where we live and work by interacting with community organizations and supporting research collaborations for minority groups.
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StreetCode Academy is a 501(c)(3) nonprofit that aims to bridge the digital divide, empowering communities of color to achieve their full potential by sharing the mindset, skills, and access they need to embrace tech and innovation.
In Fiscal 2023, we donated classroom equipment, including laptop chargers and wall projectors, to StreetCode Academy.
In the summer of 2022, 23andMe teamed up with StreetCode Academy to offer tailored “exposureships” to high school students in the Bay Area. StreetCode Academy is a tech empowerment program for underserved communities of color and provides free classes in coding, entrepreneurship, and makerspace design. Throughout the weeklong exposureships, the students participated in professional development workshops and panels, worked closely with 23andMe mentors, attended company meetings, and received a closer look into what it is like to work at 23andMe.
In addition to StreetCode Academy, in Fiscal 2023, we supported the San Jose School of Arts and Culture and Türkiye earthquake relief efforts.
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We look to support more partnerships and events in the future, so we have developed a comprehensive Community Organization Engagement Guide and rubric for evaluating opportunities. This document ensures that our interactions with external organizations align with our mission, have a measurable impact, and build meaningful and sustained relationships.
Through our Research Innovation Collaborations Program, we received 40 applications during our most recent submission cycle. Of these submissions, 26 proposals included research related to Black, Latinx, two or more races, Pacific Islander, Asian, or Indigenous American groups.
Employee Training and Development
We provide many resources for employees to continue to grow, advance, and develop as leaders. We provide department learning budgets, internal mentorship programs, and up to $2,300 per employee annually in tuition reimbursement. Our flagship leadership program is a four-month, cohort-based training. The program is designed for managers at all levels, including program, project, individual, and team leaders. During Fiscal 2023, more than 15% of employees participated in this program.
Our performance management framework is designed to support and foster career advancement. It evaluates employees in three areas:
1.
THE WHAT, including job responsibilities, objectives, and key results (OKRs), projects, and goals
2.
THE HOW, including our core values, collaboration, and team behaviors
3.
IMPACT on the business, on the Company, and for DE&I and personal citizenship
Additionally, we strive to provide regular feedback to all employees to support their professional growth. All employees receive an annual performance review and multiple one-on-one developmental check-ins with their manager throughout the year.
Engagement and Retention
We utilize an independent firm to gather feedback and conduct employee engagement surveys. In Fiscal 2023, we launched a DE&I survey to gather feedback on the effectiveness of our DE&I initiatives. With 81% participation, we received very high scores from our employees for how much we value DE&I in our workplace (87%) and for their sense of belonging at the company (80%).
We pride ourselves on our responsiveness to employee feedback and have implemented various programs to improve the employee experience, including:
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Every new hire’s onboarding includes a comprehensive 1.5 days of learning about the Company, our work, our people, and our culture. We have quarterly new hire dinners where new hires get to meet Company executives and learn even more about their function and work.
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We offer “23andMe University” bi-annually, which is an all-day educational event for our recent hires to experience a deep dive into the key areas of our business.
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To better recognize employee contributions toward DE&I initiatives, we have incorporated a DE&I component into our performance management framework.
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We collect exit feedback with a thorough list of questions on management, culture, and work experience and use that data to inform our policy/program updates in the future.
Benefits and Compensation
We firmly believe in investing in our employees’ health, well-being, and wellness. All benefits-eligible employees working at least 20 hours per week receive a competitive package, which includes the following:
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Comprehensive insurance (health, vision, dental, and life/accidental death and dismemberment).
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401(k) company matching.
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Reimbursement of up to a lifetime maximum of  $20,000 each for fertility, adoption, and surrogacy expenses.
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An employee assistance program for those experiencing unexpected life challenges or obstacles.
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We know the importance of taking breaks to recharge, give back, or even raise a family, so we offer flexible work and leave options to accommodate:
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Exempt employees receive flexible time off that may be used for vacation and other personal events.
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Non-exempt employees receive two floating holidays and accrue at least three weeks of vacation.
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Employees are allowed to take paid time off to volunteer.
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Work-from-home internet stipend plus a one-time reimbursement for home office equipment.
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16 weeks of fully paid parental leave for birthing parents.
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8 weeks of fully paid parental leave for non-birthing parents.
We have several offerings to support our employees’ mental and physical wellness:
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Complimentary health and fitness classes at our onsite gym, including instructor-led yoga, Pilates, cardio, strength, and meditation classes.
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Individual and team wellness challenges that incorporate mental, emotional, physical, and nutritional elements of a healthy lifestyle.
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Online navigation and advocacy service to find the proper care and deal with medical bill questions.
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Complimentary mental health counseling services for employees and their dependents.
We also provide an employee stock purchase plan (“ESPP”). Our ESPP allows employees to purchase 23andMe stock at a discounted rate. All regular employees, including executive officers (except those holding 5% or more of total stock), may contribute up to 15% of their earnings to purchase Class A common stock during specified periods. As of March 31, 2023, 58% of our eligible employees participated in the plan.
Pay Equity
We conduct bi-annual pay parity analyses and compensation surveys to ensure equitable compensation for all employees. We use Syndio to review pay parity at the end of each compensation planning cycle and present the results with any recommended remedial actions to the CEO, Chief Financial Officer, and Chief Administrative Officer for approval.
Employee Health and Safety
As a healthcare company, we consider the health and safety of our employees to be a top priority. We have several employee trainings that include topics such as:
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Emergency response. Volunteer employees at each site are trained to react during emergencies while waiting for first responders to arrive. This training covers topics such as fire extinguisher use, first aid, and cardiopulmonary resuscitation (CPR).
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COVID-19 safety protocols.
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Biosafety, decontamination, and unseen blood handling.
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Dosimetry and Personal Protective Equipment (PPE) programs.
Since many employees have transitioned to remote work, we focus on ensuring they have safe and productive home environments. We provide a one-time home office equipment stipend for adjustable desks, ergonomic chairs, and other resources.
Our Products
We seek to empower people to explore their genetic and health information, so they can use that knowledge to pursue more personalized healthcare, understand their ancestry, connect with relatives, and help contribute to research discoveries if they choose to. We abide by strict product quality requirements and privacy standards to ensure that our customers receive safe, highly accurate services they can understand and trust. But we are never done building, and we continue to make advancements to enhance the user experience and lead the healthcare industry forward.
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Advancing Product Inclusivity
We strive to ensure that everyone who uses our product receives meaningful value and has an inclusive and accessible experience. We also recognize the importance of increasing genetic research diversity so that we can conduct more useful research on diseases, develop better therapeutics, and build more insightful products.
In mid-2020, we conducted an initial audit of our product, customer experience, research participation, and database characteristics to identify disparities we could address to improve the customer experience and engagement. We have specifically focused on addressing two major gaps:
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Making the customer experience more sex and gender-inclusive.
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Increasing the value that our product delivers to customers from non-European backgrounds.
After conducting product audits every six months since Fiscal 2021, we will be shifting to an annual cadence so we can focus more on execution.
Sex/Gender Inclusivity
As of September 2021, we allow customers to distinguish between their sex assigned at birth and their gender identity within our relevant product features. This enables our customers, especially our transgender and non-binary customers, to have their gender accurately described if or when they share their profile with genetic relatives or other customers.
Genetics Research Diversity and Product Equity
Our genetic database is Eurocentric, which has historically limited the value of our products for individuals with non-European backgrounds. We have several initiatives to advance genetic diversity, including the Global Genetics Project and the African Genetics Project. As a result of these efforts, in January 2022, we added 25 African genetic groups that correspond closely with ethnolinguistic affiliations. This update delivered enhanced results for over 300,000 customers with African ancestry. We also added eight regions representing Indigenous ancestry in North America in July 2021. We continue to evaluate new ways to offer richer and more detailed information for customers with non-European backgrounds.
Telehealth for All
With Lemonaid now part of the 23andMe family, we plan to extend DE&I initiatives to our telehealth services to ensure a positive experience for patients with diverse backgrounds and needs. The Patient Support Team’s initial focus has been on specific projects aimed at sex and gender inclusivity, appointment scheduling tools, and healthcare provider representation.
Digital Accessibility
We build digital accessibility (a11y) into our product development and design process so that our products can be enjoyed by everyone, including people with hearing, mobility, visual, and cognitive disabilities. Some of the a11y tools we use:
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Our design system includes color palettes that meet the minimum color contrast (AA) set by the Web Content Accessibility Guidelines (WCAG), so our content is accessible to users with low vision or color blindness.
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We train our engineers to evaluate accessibility with an automated scan, a keyboard, and a screen reader to help prevent regressions in accessibility.
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Automatic captioning is turned on for our YouTube videos.
It is important to share this knowledge throughout the company, so we provide ongoing workshops, demos, meetings, and a company-wide presentation on a11y. We have also curated documentation on a11y and created an #accessibility Slack channel where people can ask questions.
RELATED PERSON TRANSACTIONS
Related Person Transaction Approval Policy
The Board has adopted the 23andMe Holding Co. Related Person Transaction Approval Policy (the “RPT Policy”). The RPT Policy applies to any transaction (each, a “Related Person Transaction”) in which:
23andMe Holding Co. 32 2023 Proxy Statement

 

23andMe or a subsidiary, partnership, joint venture, or other business association that is effectively controlled by 23andMe, directly or indirectly, is, was, or will be a participant in the transaction;

the amount of the transaction exceeds $120,000; and

a Related Person (as defined below) has, had, or will have a direct or indirect material interest in the transaction.
Under the RPT Policy, a “Related Person” is (i) any director or executive officer of 23andMe, (ii) any nominee for director (when the information called for by the rules and regulations of the SEC is being presented in a proxy or information statement related to the election of that nominee for director), (iii) any stockholder of 23andMe known to 23andMe to be the beneficial owner of more than 5% of any class of 23andMe’s voting securities (a “5% or Greater Holder”), and (iv) any immediate family member of any such person.
The Audit Committee is responsible for reviewing Related Person Transactions and approving, ratifying, revising, or rejecting Related Person Transactions in accordance with the RPT Policy. Company management is responsible for determining whether a transaction is a Related Person Transaction, including whether the Related Person has a material interest, based on a review of all facts and circumstances, which includes, without limitation, information provided to management in the annual director and officer questionnaires. Upon determination by management that a transaction is a Related Person Transaction and therefore requires review by the Audit Committee, the material facts respecting the Related Person Transaction and the Related Person’s interest in such Related Person Transaction are reported to the Audit Committee. The Audit Committee is entitled to rely on such determinations by management.
Related Person Transactions
The following sets forth a summary of the Related Person Transactions during Fiscal 2023, all of which were approved by the Audit Committee in accordance with the RPT Policy.
Transactions with Related Persons in Fiscal 2023
GSK Agreement
The Company considers Glaxo Group Limited to be a 5% or Greater Holder. In July 2018, we entered into a collaboration agreement with GlaxoSmithKline (“GSK”), an affiliate of Glaxo Group Limited, focused on the discovery, development, and commercialization of drugs that are identified utilizing our proprietary databases and data mining technologies (the “GSK Agreement”). The GSK Agreement provides for an initial four-year exclusive collaboration for drug target discovery, development, and commercialization (the “Discovery Term”). GSK agreed to pay us $25 million per year for the initial four years of the Discovery Term and exercised its right to extend the Discovery Term for a fifth year for a payment of an additional $50 million. During Fiscal 2023, the Company recognized revenue of  $47.4 million under the GSK Agreement.
Consulting Agreement with Richard Scheller
Richard Scheller serves as a director on our Board. Effective April 1, 2019, Dr. Scheller executed a consulting agreement with 23andMe, Inc. (the “Consulting Agreement”). The Consulting Agreement provided that Dr. Scheller would serve as a consultant for the one-year period of April 1, 2019 to March 31, 2020, at a rate of  $10,000 a month. The Consulting Agreement was amended on March 30, 2020 to extend the term of the Consulting Agreement through March 31, 2021 and to address minor ministerial updates. Effective March 24, 2021, a second amendment to the Consulting Agreement further extended the term of the Consulting Agreement through March 31, 2022. Effective March 24, 2022, a third amendment to the Consulting Agreement further extended the term of the Consulting Agreement through March 31, 2023. Effective March 10, 2023, a fourth amendment to the Consulting Agreement further extended the term of the Consulting Agreement through March 31, 2024. During Fiscal 2023, the Company paid Dr. Scheller $120,000 pursuant to the Consulting Agreement.
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Executive Officers
Information about Our Executive Officers
Our executive officers are appointed annually by our Board and serve at the pleasure of the Board. The following individuals are our current executive officers:
Name
Age
Title
Anne Wojcicki
49 Chief Executive Officer
Joseph Selsavage
60 Interim Chief Financial and Accounting Officer
Kathy Hibbs
59 Chief Administrative Officer
Kenneth Hillan
62 Chief Therapeutics Officer
Anne Wojcicki
Information regarding Ms. Wojcicki is provided above under “Proposal 1 — Election of Directors.”
Joseph Selsavage
Mr. Selsavage is our Interim Chief Financial and Accounting Officer. Previously, he served as the Chief Financial Officer of Lemonaid Health, Inc., which was acquired by the Company in November 2021 and is a wholly-owned subsidiary of the Company. Before joining Lemonaid Health, Inc. in 2020, Mr. Selsavage was a consultant at Red Eclipse Consulting from 2018 to 2020, where he provided accounting and financial systems consulting services. Prior to that, Mr. Selsavage served as the Chief Financial Officer of Metromile, Inc. from 2015 to 2018 and as the Vice President and Chief Financial Officer and other financial roles of Hotwire.com (Expedia, Inc.) from 2001 to 2015. Mr. Selsavage served as the Director of Accounting (Controller) from 1995 to 2001 and as an Accounting Manager from 1993 to 1995 at the International Brotherhood of Teamsters. Mr. Selsavage received his Bachelor of Arts degree in Economics and Financial Management and his Master of Arts degree in Accountancy from Catholic University of America. Mr. Selsavage earned his Master of Business Administration degree from the Massachusetts Institute of Technology. He is also an active Certified Public Accountant (CPA) in the State of California.
Kathy Hibbs
Ms. Hibbs is our Chief Administrative Officer and Secretary. She previously served as our Chief Legal and Regulatory Officer and Secretary from June 2021 to February 2022 and as the Chief Legal and Regulatory Officer of 23andMe, Inc. from 2014 to June 2021. Previously, Ms. Hibbs served as Senior Vice President and General Counsel of Genomic Health, Inc., a genetic research and cancer diagnostics company, from 2009 to 2014. Prior to that, from 2000 to 2009, Ms. Hibbs served as Senior Vice President and General Counsel of Monogram Biosciences Inc., and from 1995 to 1999, she was the Director of Legal Affairs at Varian Associates, Inc. followed by its successor, Varian Medical Systems, Inc. Ms. Hibbs served on the board of directors of Decipher Biosciences, Inc. (Nasdaq: DECI) until its acquisition. She also serves as a member of the Fast Company Impact Council and as a member of the board of directors of Cadex Genomics, Corp., a private company focused on molecular diagnostics tests to guide cancer treatment, and the board of directors of Sophia Genetics, a private Al platform company whose products are used by more than 1,000 healthcare institutions. Ms. Hibbs also currently serves as the Chair of the Compensation Committee of Sophia Genetics. Ms. Hibbs received her B.A. in Political Science from the University of California, Riverside, and her J.D. from the University of California, Hastings College of the Law.
Kenneth Hillan
Dr. Hillan is our Chief Therapeutics Officer. Dr. Hillan previously served as our Head of Therapeutics from June 2021 to February 2022 and as the Head of Therapeutics of 23andMe, Inc. from 2019 to June 2021. Previously, he served as the Chief Executive Officer of Achaogen, Inc. (“Achaogen”) from 2011 to 2019. Prior to that, from 1994 to 2011, he held progressively senior roles at Genentech,
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Inc., most recently serving as Senior Vice President and Head of Clinical Development and Product Development Strategy Asia-Pacific from 2010 to 2011 and Vice President, Tissue Growth and Repair, Product Development from 2006 to 2010. Dr. Hillan currently serves on the boards of directors of Sangamo Therapeutics, Inc. (Nasdaq: SGMO) and Zymeworks Inc. (NYSE: XYME).
He previously served on the boards of directors of Achaogen and Relypsa, Inc. (until it was acquired by Galenica AG in 2016). He holds an M.B. Ch.B. (Bachelor of Medicine and Surgery) degree from the Faculty of Medicine at the University of Glasgow, United Kingdom. He is a Fellow of the Royal College of Surgeons (FRCS, Glasg), and a Fellow of the Royal College of Pathologists (FRCPath). He has authored dozens of scientific publications and is a named inventor on almost 50 issued patents.
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Director Compensation
The Board believes that compensation paid to our non-employee directors should (i) be competitive with our industry peers of comparable size and (ii) enable us to attract and retain individuals of the highest quality to serve as our directors. To align director interests with the long-term interests of our stockholders, non-employee directors receive a combination of cash and equity-based compensation for their service. Officers of the Company who are also directors do not receive any additional compensation for services rendered as a director.
Non-Employee Director Compensation Program
The Board, in consultation with Compensia, Inc. (“Compensia”), periodically reviews the Company’s non-employee director compensation program (as amended, the “Non-Employee Director Compensation Program”). After taking into consideration feedback from Compensia tied to its development of a Board compensation assessment covering the practices at the Company’s industry peers, the Board approved certain changes to the Non-Employee Director Compensation Program for Fiscal 2023, with such changes to be effective as of the 2022 Annual Meeting of Stockholders. With respect to the cash retainers, the Board approved the following changes (collectively, the “Fiscal 2023 Director Cash Compensation Changes”):

Increasing the Board Annual Cash Retainer from $40,000 to $50,000;

Increasing the Board Committee Annual Cash Retainer for Compensation Committee members from $7,000 to $7,500; and

Increasing the Board Committee Annual Cash Retainer for the Compensation Committee chair from $14,000 to $15,000.
Accordingly, as a result of the Fiscal 2023 Director Compensation Changes, beginning as of the 2022 Annual Meeting of Stockholders, each non-employee director is eligible to receive annual cash retainers for their service on the Board and the Board’s committees (collectively, “Annual Board and Committee Fees”) as follows:
Board Annual Cash Retainer
Non-employee director $ 50,000
Board Committee Annual Cash Retainer
Chair
Member
Audit Committee $ 20,000 $ 10,000
Compensation Committee $ 15,000 $ 7,500
In addition, we reimburse reasonable expenses incurred by our non-employee directors in connection with attendance at Board or committee meetings. There are no per meeting attendance fees for attending Board meetings. The Annual Board and Committee Fees were paid quarterly, in arrears, for calendar quarters ended on or before June 30, 2022. Thereafter, the Annual Board and Committee Fees will be paid in a single payment as soon as administratively practical following each annual meeting of stockholders and will compensate each non-employee director for service through the date of the next annual meeting of stockholders.
Non-employee directors may elect on an annual basis to receive their Annual Board and Committee Fees in the form of RSUs, in accordance with the terms of the 23andMe Holding Co. RSU Conversion and Deferral Program for Directors (the “Deferral Program”).
In addition to cash retainers, under the Non-Employee Director Compensation Program, each non-employee director is entitled to an annual equity award of RSUs (the “Annual Award”), as well as an initial equity award of RSUs in connection with a non-employee director’s appointment to the Board (the “Initial Award”). The Annual Award is made following the Company’s annual meeting of stockholders, and the Initial Award is granted on or as soon as reasonably practicable following the commencement date of such director service on the Board. In addition to the Fiscal 2023 Director Cash Compensation Changes, in consultation with Compensia, the Board approved increasing the Annual Award from $175,000 to $220,000 (the “Fiscal 2023 Equity Compensation Change”). Accordingly, as a result of the Fiscal 2023 Equity Compensation Change, beginning as of the 2022 Annual Meeting of Stockholders, the equity compensation under the Non-Employee Director Compensation Program consisted of the following:
Non-Employee Director Equity Compensation
Annual Award $ 220,000
Initial Award $ 350,000
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Each Annual Award vests in full on the earlier of  (a) the first anniversary of the date of grant or (b) the date of the subsequent year’s annual meeting of stockholders. Each Initial Award vests in full on the first anniversary of the date of grant; provided that any Initial Awards granted on or before December 31, 2021, vested in full on June 16, 2022. The vesting of all equity awards is subject to the non-employee director’s continued service to the Company through the date of vesting and the terms of the related award agreement. Notwithstanding the foregoing, all Annual Awards, Initial Awards, and Converted RSUs (as defined below) outstanding immediately prior to the effectiveness of a Change of Control (as defined in the 23andMe Holding Co. 2021 Incentive Equity Plan) shall be deemed to be vested and exercisable upon the effectiveness of such Change of Control.
Non-employee directors may elect to defer their Initial Award and/or Annual Award, or any RSUs awarded as a result of the director’s election to receive his or her Annual Board and Committee Fees in the form of RSUs (such RSUs, the “Converted RSUs”), in accordance with the Deferral Program.
Director Compensation Table
The following table summarizes the compensation paid to, awarded to, or earned by each individual who served as a non-employee director of the Company at any time during Fiscal 2023 for service on the Board.
Name(1)
Fees Earned or Paid in Cash
($)
(3)(4)
Stock Awards
($)
(5)
All Other
Compensation
($)
Total
($)
Roelof Botha
86,662 270,053 356,715
Patrick Chung
97,854 270,053 367,906
Sandra Hernández, M.D.
74,757 270,053 344,810
Evan Lovell(2)
Neal Mohan
69,250 270,053 339,303
Valerie Montgomery Rice, M.D.
93,807 270,053 363,860
Richard Scheller, Ph.D.
60,000 270,053 120,000(6) 450,053
Peter J. Taylor
85,000 270,053 355,053
(1)
Anne Wojcicki is not included in the table above since, as an officer of the Company, she receives no compensation for her services as a director of the Company. Ms. Wojcicki’s compensation is reflected in the “Summary Compensation Table” beginning on page 50 of this Proxy Statement.
(2)
Mr. Lovell served as a Class III director for the entirety of Fiscal 2023; however, he passed away in June 2023. Pursuant to policies of his employer, Mr. Lovell was unable to accept any compensation for his Board service.
(3)
The Annual Board and Committee Fees were paid quarterly, in arrears, for calendar quarters ended on or before June 30, 2022. Thereafter, the Annual Board and Committee Fees began being paid in a single payment as soon as administratively practical following each annual meeting of stockholders. Accordingly, fees earned or paid in cash during Fiscal 2023 consisted of the following two payments: (1) a quarterly payment made following the conclusion of the quarter ended June 30, 2022; and (2) an annual payment following the conclusion of the 2022 Annual Meeting of Stockholders.
(4)
The following directors elected to receive RSUs in lieu of cash fees:
Name
Number of RSUs Received in
Lieu of Cash Fees (#)
Value of RSUs Received in
Lieu of Cash Fees ($)
Roelof Botha
19,752 74,162
Patrick Chung
22,225 83,604
Sandra Hernández, M.D.
16,452(a) 61,424
Valerie Montgomery Rice, M.D.
21,398(a) 80,307
(a) Director elected to defer receipt of such RSUs.
(5)
Each of the directors were granted an Annual Award of RSUs covering 57,755 shares of Class A common stock on August 25, 2022, based on a grant date fair value of  $3.86, as well as an additional grant of RSUs covering 14,633 shares of Class A common stock on September 6, 2022, based on a grant date fair value of  $3.22. The September 6, 2022 grant was related to the Fiscal 2023 Equity Compensation Change. The award grant date fair values shown in the table have been determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions described in Note 14 to 23andMe’s Consolidated Financial Statements, which is included in our Annual Report.
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As of March 31, 2023, each non-employee director held:
Name
Number of Outstanding RSUs
(#)
Number of Outstanding Options
(#)
Roelof Botha
72,388
Patrick Chung
72,388
Sandra Hernández, M.D.
88,840
Evan Lovell
Neal Mohan
72,388 229,369
Valerie Montgomery Rice, M.D.
93,786
Richard Scheller, Ph.D.
72,388 458,738
Peter J. Taylor
72,388
(6)
As discussed on page 30 of this Proxy Statement, during Fiscal 2023, the Company paid Dr. Scheller $120,000 pursuant to the Consulting Agreement.
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PROPOSAL 2
Non-Binding, Advisory Vote on the Named Executive Officer Compensation for Fiscal 2023 (“Say-on-Pay” Vote)
This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s stockholders the opportunity to express their views on the compensation of its named executive officers in accordance with Section 14A of the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the Company’s compensation philosophy, policies, and practices described in this proxy statement.
Accordingly, the Board invites you to review carefully the Compensation Discussion and Analysis and the tabular and other disclosures under the caption “Executive Compensation” below, and cast a vote in favor of the compensation paid to our named executive officers in Fiscal 2023 and adopt the following resolution:
“RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers for Fiscal 2023, as discussed and disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables, and any related material disclosed in this proxy statement.”
The Say-on-Pay vote is advisory, and therefore, is not binding on the Company, the Compensation Committee, or the Board. The Board and the Compensation Committee value the opinions of the Company’s stockholders and, to the extent that any significant vote against the named executive officer compensation occurs, the Board will consider the stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. However, neither the Board nor the Compensation Committee will have any obligation to take any action as a result of the Say-on-Pay vote.
The Board has adopted a policy providing for annual say-on-pay advisory votes. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at our 2024 Annual Meeting of Stockholders and the next say-on-frequency advisory vote will be held at our 2028 Annual Meeting of Stockholders.
YOUR VOTE
IS IMPORTANT
Our Board unanimously recommends that you vote “FOR” to approve named executive officer compensation for Fiscal 2023, as stated in the above resolution.
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides important information on our executive compensation program and on the amounts shown in the executive compensation tables that follow. In this Proxy Statement, the term “named executive officers” or “NEOs” means the individuals named in the executive compensation tables that follow and who are listed below.
NEO
Title
Anne Wojcicki
Chief Executive Officer
Joseph Selsavage(1)
Interim Chief Financial and Accounting Officer
Kathy Hibbs
Chief Administrative Officer
Kenneth Hillan
Chief Therapeutics Officer
Paul Johnson(2)
Vice President, Europe
Steven Schoch(3)
Former Chief Financial Officer
(1)
Mr. Selsavage was appointed Interim Chief Financial and Accounting Officer effective September 1, 2022.
(2)
Mr. Johnson ceased to serve as the Company’s Chief Operating Officer, Consumer and as an executive officer of the Company in August 2022; however, Mr. Johnson continued to be an employee of the Company for the entirety of Fiscal 2023.
(3)
Mr. Schoch ceased to serve as the Company’s Chief Financial Officer and be employed by the Company on September 1, 2022.
EXECUTIVE SUMMARY
Fiscal 2023 Business Highlights
23andMe had a productive year with numerous accomplishments for both our Consumer and Therapeutics businesses. Since starting the Company, 23andMe’s mission hasn’t changed, with a focus to help individuals access, understand, and benefit from the human genome. Below are some of the impactful highlights from Fiscal 2023.
Consumer
The Company continued to add new reports for 23andMe+ members and launched a collaboration with Novartis for disease awareness.

The Company launched 11 new 23andMe+ member-exclusive reports in Fiscal 2023, offering insights into a person’s genetic likelihood of developing certain conditions such as lupus, anxiety, and asthma. These reports are developed by 23andMe scientists using data and insights gathered from thousands of customers who have consented to participate in our research.

The Company began offering genetic report consultations with a Lemonaid Health clinician that can help customers better understand the potential impact of their genetic risk profile and discuss potential next steps.

The Company received FDA clearance to provide interpretive drug information for simvastatin, a commonly prescribed cholesterol medication to treat high cholesterol and triglyceride levels. With this clearance, 23andMe now has three FDA-cleared pharmacogenetics reports. These reports are some of the most highly actionable genetic reports, providing information on how individuals may process certain commonly prescribed medications based on their genetics.

The Company announced a collaboration with Novartis Pharmaceuticals Corporation to increase awareness for Lipoprotein(a) (“Lp(a)”). High levels of Lp(a) are associated with increased risk of heart attack, stroke, and other life-threatening conditions. The level of Lp(a) is almost entirely determined by genes and is unrelated to diet, exercise, or obesity, creating the need for greater awareness.
Therapeutics
The Company continued to progress its wholly-owned 23ME-00610 program in the clinic.

The Company dosed the first patient in the Phase 2a portion of its Phase 1/2a study evaluating the anti-tumor activity of the 23ME-00610 monotherapy in a number of previously disclosed expansion cohorts. Dosing will be at 1400mg
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intravenously every three weeks based on Phase 1 data. The Phase 2a portion of the study will further characterize the safety, tolerability, pharmacokinetic, and pharmacodynamic profile of 23ME-00610.
Corporate
The Company added to its experienced leadership team and published its first ESG report.

The Company appointed Daniel Chu as Chief Product Officer in September 2022 to focus on building its genetically informed health services and features focused on prevention and wellness. Chu joined 23andMe from Waymo, bringing over two decades of experience in product management, design, and strategy, as well as expertise with navigating complex and highly regulated industries.

The Company published its inaugural ESG report that outlines the Company’s strategy and initiatives to ensure ethical management, promote a diverse and equitable culture, and implement sustainable business operations.
Fiscal 2023 Compensation Program Elements
The following table summarizes the compensation elements provided to our NEOs in Fiscal 2023:
Element(1)
Form
Purpose
Base Salary
Fixed annual cash compensation
Provides a level of compensation sufficient to attract and retain NEOs and designed to reflect each NEO’s scope of responsibility and accountability
Annual Incentive Plan Awards
Restricted stock units
Provides the opportunity to earn variable, at-risk compensation based upon the Company’s achievement of certain annual pre-established financial, operational, and strategic performance metrics
Other Benefits
401(k) plan, health and welfare benefits, and minimum perquisites
Market-competitive offerings to attract and retain high-caliber executive talent
(1)
Except as discussed below, the Compensation Committee did not grant annual long-term equity awards to any of the NEOs during Fiscal 2023.
Pay-for-Performance Compensation Model
We are committed to aligning the outcomes of our executive compensation programs with the Company’s performance and creation of long-term stockholder value. In June 2022, the Compensation Committee adopted the Annual Incentive Plan (as amended and restated, the “AIP”), pursuant to which, beginning with Fiscal 2023, the NEOs were eligible to receive annual incentive bonuses in the form of restricted stock units (“RSUs”), based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics during the one-year performance period ended March 31, 2023. The Compensation Committee believes that the AIP serves as an important element of the Company’s executive compensation program, as the opportunity to earn variable, at-risk compensation will motivate and reward NEOs for achieving annual financial, operation, and strategic results. Moreover, the adoption of the AIP represents the Compensation Committee’s commitment to a pay-for-performance compensation model.
For Fiscal 2023, our CEO’s compensation consisted only of minimal cash compensation. Specifically, Ms. Wojcicki only received $62,920 in order to comply with California’s minimum salary laws. She did not receive any long-term equity awards; nor did she participate in the AIP for Fiscal 2023. Except with respect to Mr. Selsavage’s equity awards, our other NEOs’ Fiscal 2023 compensation consisted primarily of fixed cash compensation (base salary) and variable compensation (RSUs awarded under the Fiscal 2023 AIP).
Say-on-Pay Results and Stockholder Feedback
In accordance with Instruction 4 to § 240.14A-21, which provides that a company that loses its emerging growth company status within two years of its initial public offering may postpone its initial say-on-pay vote until the third year following its initial public offering, we did not ask our stockholders to vote on a non-binding, advisory basis on the Fiscal 2022 compensation paid to our named executive officers at the 2022 Annual Meeting of Stockholders. Accordingly, as discussed in Proposal 2, we are conducting our first
23andMe Holding Co. 41 2023 Proxy Statement

 
Say-on-Pay vote at the Annual Meeting. Thereafter, the Board and the Compensation Committee will review and consider the outcome of the 2023 “Say-on-Pay” vote in designing our executive compensation program and determining executive compensation going forward.
Additionally, we are committed to engaging in active and ongoing dialogues with our stockholders and take stockholder feedback into consideration when reviewing and structuring our executive compensation programs.
EXECUTIVE COMPENSATION PHILOSOPHY, OBJECTIVES, AND HIGHLIGHTS
Key Objectives of the Compensation Program
We design our executive compensation program to (i) allow us to attract and retain highly qualified executive officers, and (ii) allow these executive officers the opportunity to own a portion of the Company. We believe that our ability to ensure that our executive officers are engaged and productive depends upon how we structure our compensation program. In addition, for us to be appropriately positioned to attract new talent, we must be prepared to be, and be perceived as, an employer that offers competitive compensation. We believe that providing our executive officers an opportunity to be partial owners in our business fosters their active engagement in our success, strengthens our retention objectives, and aligns their long-term interests with those of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

attract and retain highly qualified, experienced executive officers who can make significant contributions to our long-term business success;

reward executive officers for achieving business goals and delivering strong performance; and

align executive incentives with stockholder value creation.
Executive Compensation Best Practices
We are committed to developing an executive compensation program that reflects best practices and reinforces the Company’s culture and values. The following compensation practices demonstrate how we believe our executive compensation program reflects best practices:
What We Do
[MISSING IMAGE: ic_tick-4c.jpg]
Maintain an independent Compensation Committee
[MISSING IMAGE: ic_tick-4c.jpg]
Retain an independent compensation consultant
[MISSING IMAGE: ic_tick-4c.jpg]
Conduct an annual executive compensation review with benchmarks derived from a reasonable set of similar-industry peer companies
[MISSING IMAGE: ic_tick-4c.jpg]
Emphasize “at-risk” or variable compensation, including the implementation of a bonus program for NEOs in Fiscal 2023
[MISSING IMAGE: ic_tick-4c.jpg]
Establish multi-year vesting requirements
[MISSING IMAGE: ic_tick-4c.jpg]
Maintain double-trigger change-of-control arrangements
[MISSING IMAGE: ic_tick-4c.jpg]
Conservative compensation risk profile
What We Don’t Do
[MISSING IMAGE: ic_stop-4c.jpg]
Excise tax gross-up payments
[MISSING IMAGE: ic_stop-4c.jpg]
Derivatives or hedging of equity securities
[MISSING IMAGE: ic_stop-4c.jpg]
Pledging of equity securities
[MISSING IMAGE: ic_stop-4c.jpg]
Multi-year employment agreements with NEOs
[MISSING IMAGE: ic_stop-4c.jpg]
Stock option repricing without stockholder approval
[MISSING IMAGE: ic_stop-4c.jpg]
Executive retirement plans
[MISSING IMAGE: ic_stop-4c.jpg]
Excessive perquisites
[MISSING IMAGE: ic_stop-4c.jpg]
Excessive executive severance rights or single-trigger change-of-control arrangements
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DETERMINATION OF EXECUTIVE COMPENSATION
Following the Business Combination, the Compensation Committee was charged with the responsibility of determining and administering the Company’s executive compensation program, as discussed below.
Role of the Compensation Committee
Our Board has delegated authority to the Compensation Committee to oversee and approve the overall compensation program for our executive officers. In making its decisions, the Compensation Committee takes into consideration a variety of factors, including the recommendations of management and the independent compensation consultant. The Compensation Committee has the authority to exercise discretion with respect to executive compensation awards and performance metrics and may authorize adjustments to targets and/or awards as it deems necessary or appropriate.
Role of Executive Officers
Our Chief Executive Officer, Ms. Wojcicki, provides input and makes recommendations to the Compensation Committee regarding our executive compensation program. She also reports to the Compensation Committee on individual NEO performance and provides recommendations regarding each NEO’s compensation (except with respect to her own compensation).
At the invitation of the Compensation Committee, Ms. Wojcicki may attend the Compensation Committee’s meetings; however, she does not attend any Compensation Committee meetings when her own compensation is being discussed or determined. The Company’s other executive officers and members of senior management also periodically attend meetings to present information, participate in discussions, and answer questions related to our executive compensation plans. No executive officer participates directly in the final deliberations and decisions regarding his or her own compensation. The Compensation Committee considers management’s recommendations and exercises independent judgment in making any final decisions to approve NEO compensation.
Role of Compensation Consultant
As provided in its charter, the Compensation Committee has the sole authority to hire, terminate, and approve fees for compensation consultants, outside legal counsel, and other advisors as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee retained Compensia, a management consulting firm, as its independent compensation consultant for Fiscal 2023. Compensia provides research, market data, survey, proxy information, and design expertise in developing executive and director compensation programs. As requested by the Compensation Committee, Compensia provided the Compensation Committee with market data from proprietary surveys and databases and publicly available information to consider when making compensation decisions for the NEOs.
The primary Compensia executive compensation consultant attended several of the Compensation Committee meetings in Fiscal 2023 and advised the Compensation Committee on principal aspects of executive compensation, including the competitiveness of program design and award values and specific analyses for the NEOs and other executive officers. Compensia reports directly to the Compensation Committee, and the Compensation Committee reserves the right to replace the independent compensation consultant or hire additional consultants or advisers at any time. The Compensation Committee reviewed its relationship with Compensia and determined that there are no conflicts of interest pursuant to applicable SEC and Nasdaq requirements. Compensia did not provide any additional services unrelated to executive or director or broader equity strategy compensation consulting to the Company in Fiscal 2023.
Compensation Benchmarking and Setting Executive Compensation
Generally, the Compensation Committee targets NEO pay within the peer market range, subject to adjustment based on the Compensation Committee’s assessment of the Company’s and the NEO’s performance. The criteria used to select companies for the Fiscal 2023 proxy peer group (the “Peer Group”) included:

Public Ownership — Public companies headquartered in the U.S. only (job scope and pay models are typically different at private companies, and private companies generally do not publicly disclose executive compensation)
23andMe Holding Co. 43 2023 Proxy Statement

 

Industry — Typically reflects potential labor market competition and jobs of similar scope; peers generally reflect biotechnology, healthcare technology, healthcare services, life sciences tools and services, and healthcare equipment companies identified by the Company as key industry competitors, with a focus on companies that are consumer-oriented and have technology-enabled products or services

Revenue — Peers generally align between 0.5x and 2.0x our revenue at the time of our annual peer group update

Market Capitalization — Peers generally align between 0.25x and 4.0x our market capitalization at the time of our annual peer group update

Secondary Factors — Screened for companies that are category definers, consumer-focused, tech-enabled product based, or services with healthcare technology focus, comparable in stage/time from initial public offering, based in California, and/or identified as key labor competitors (particularly at the executive level)
The Compensation Committee evaluated the actual pay of the NEOs with pay data drawn from publicly-disclosed pay information for the following publicly traded companies, which comprised the Peer Group:
Fiscal 2023 Proxy Peer Group(1)
1Life Healthcare Inc. Fulgent Genetics, Inc. Natera, Inc.
Accolade, Inc. Guardant Health, Inc. NeoGenomics Inc.
Adaptive Biotechnologies Corp. Health Catalyst, Inc. PagerDuty, Inc.
American Well Corp. Hims & Hers Health, Inc. Schrodinger, Inc.
BridgeBio Pharma, Inc. Invitae Corp. Veracyte, Inc.
CareDx, Inc. iRhythm Technologies, Inc. Zuora Inc.
Denali Therapeutics Inc. Myriad Genetics Inc.
Fastly, Inc. Nanostring Technologies Inc.
(1)
The Fiscal 2023 Proxy Peer Group included the same peer companies as the Fiscal 2022 Proxy Peer Group. As such, no peer companies were added to or removed from the Fiscal 2022 Proxy Peer Group.
For Fiscal 2023, the compensation paid to the NEOs was reviewed relative to compensation paid by the Peer Group to named executive officers of similar title and responsibility. By reviewing this information, as summarized for the Compensation Committee by Compensia, the Compensation Committee was able to analyze the market competitive pay for each NEO position. The Compensation Committee reviews each NEO’s compensation relative to the other NEOs, taking into account each NEO’s scope of tenure, existing equity holdings, responsibility, performance, and impact on our business results.
Additionally, there are several qualitative factors that are considered when assessing the reasonableness and competitiveness of the NEO compensation beyond benchmarked industry data. Other factors that are considered include:

Each NEO’s skills, experience, and tenure;

The NEO’s role and level of responsibility and influence to further the Company’s success against objectives and strategy;

Internal pay equity considerations;

Existing equity holdings and the strength of forward-looking retention;

NEO and overall team performance assessed by the CEO (aside from her own, which is assessed by the Compensation Committee); and

The competitive market for each NEO’s executive position and role, the cost and disruption to the business if such NEO would need to be replaced, and the scope and skills required of the role.
BASE SALARY
Base salaries are intended to provide a fixed component of cash compensation sufficient to attract and retain an effective management team, when considered in combination with the other components of the executive compensation program. In general, we seek to provide a base salary level designed to reflect each NEO’s position and scope of responsibility and accountability.
23andMe Holding Co. 44 2023 Proxy Statement

 
The Compensation Committee annually reviews the base salaries of the NEOs. The base salaries of the NEOs are determined based upon the individual NEO’s current base salary, job responsibilities, tenure, internal pay equity considerations, role in executing business strategy, individual performance, the competitive market for the NEO’s role, and base salaries for comparable positions within the Peer Group. Based on the foregoing considerations, on February 9, 2022, the Compensation Committee approved certain merit-based increases to the base salaries of Messrs. Schoch and Johnson, Dr. Hillan, and Ms. Hibbs; such increases were effective March 1, 2022 (i.e., during Fiscal 2022). Except as noted below, there are no changes to the NEOs’ base salaries during Fiscal 2023.
In light of her equity interests in the Company, Ms. Wojcicki historically has received base salary compensation significantly lower than that of the other NEOs. Base salaries in effect during Fiscal 2023 are shown in the table below:
NEO
Fiscal 2023 Base Salary
($)
Anne Wojcicki(1)
62,480
Joseph Selsavage(2)
455,000
Kathy Hibbs
605,000
Kenneth Hillan
615,000
Paul Johnson(3)
550,000
Steven Schoch(4)
605,000
(1)
Effective January 1, 2023, Ms. Wojcicki’s base salary was increased from $62,400 to $62,480 to comply with applicable California minimum salary laws.
(2)
Mr. Selsavage was appointed Interim Chief Financial and Accounting Officer effective September 1, 2022. In connection therewith, Mr. Selsavage’s annual base salary was increased from $370,000 to $455,000.
(3)
Mr. Johnson ceased to serve as the Company’s Chief Operating Officer, Consumer and as an executive officer of the Company in August 2022; however, Mr. Johnson continued to be an employee of the Company for the entirety of Fiscal 2023.
(4)
Mr. Schoch ceased to serve as the Company’s Chief Financial Officer and be employed by the Company on September 1, 2022.
ANNUAL INCENTIVE PLAN AWARDS
As discussed above, in connection with our goals to align executive realizable pay outcomes to our performance over both the short- and long-term, in June 2022, the Compensation Committee adopted the AIP, pursuant to which, beginning in Fiscal 2023, the NEOs were eligible to receive annual incentive bonuses in the form of RSUs, based upon the Company’s achievement of certain annual pre-established financial, operational, and strategic performance metrics.
Fiscal 2023 AIP Target Bonus Opportunity
In connection with the adoption of the AIP, in June 2022, the Compensation Committee approved each NEO’s AIP target bonus opportunity for Fiscal 2023. Each NEO’s AIP target bonus opportunity is expressed as a percentage of the NEO’s base salary and is intended to reflect his or her role and responsibilities, as well as market competitiveness and internal equity considerations.
During Fiscal 2023, the AIP target bonus opportunities for the NEOs were set as follows:
NEO
Fiscal 2023 AIP Target
Bonus Opportunity
(as a percentage of base
salary)
(%)
Fiscal 2023 Base Salary
($)
Fiscal 2023 AIP Target
Bonus Opportunity
($)
Anne Wojcicki(1)
Joseph Selsavage(2)
25 455,000 104,784
Kathy Hibbs
25 605,000 151,250
Kenneth Hillan
25 615,000 153,750
Paul Johnson(3)
25 550,000 137,500
Steven Schoch(4)
25 605,000 151,250
(1)
Ms. Wojcicki did not participate in the Fiscal 2023 AIP, and therefore was not eligible to receive a Fiscal 2023 AIP award.
23andMe Holding Co. 45 2023 Proxy Statement

 
(2)
Mr. Selsavage was appointed Interim Chief Financial and Accounting Officer effective September 1, 2022. In connection therewith, Mr. Selsavage’s AIP target bonus opportunity was set at 25% of his base salary, with such amount to be prorated to reflect the period during Fiscal 2023 that he served as the Interim Chief Financial and Accounting Officer. Accordingly, the amount set forth under the Fiscal 2023 AIP Target Bonus Opportunity column for Mr. Selsavage reflects his prorated Fiscal 2023 AIP target bonus opportunity.
(3)
Mr. Johnson ceased to serve as the Company’s Chief Operating Officer, Consumer and as an executive officer of the Company in August 2022; however, Mr. Johnson continued to be an employee of the Company for the entirety of Fiscal 2023.
(4)
Mr. Schoch was not entitled to receive any payout, as he was not employed by the Company at the time any earned payment would have been made.
Fiscal 2023 AIP Performance Metrics
In connection with the adoption of the AIP, in June 2022, the Compensation Committee also determined and approved the performance metrics for the one-year performance period ended March 31, 2023. The Compensation Committee believes that Adjusted EBITDA*, a non-GAAP financial measure, provides a meaningful representation of our core financial operating performance and is a key financial metric used by management and other stakeholders. Therefore, as shown in the table below, the Compensation Committee determined that Adjusted EBIDTA should be the performance metric weighted the greatest.
Goal ($ in millions) & Correspondent Payout (%)
Additional Description
Performance
Metric
Goal
Description
Goal
Weighting
Minimum
Target
Maximum
1
Operational Profitability
Adjusted EBITDA*
50%
($212 million)
($192 million)
($144 million)
Achievement allows for 50%-300% payout based on a range of Adjusted EBITDA from ($212 million) to ($144 million)
50% 100% 300%
2
Consumer Product Milestones
Launch a genetic check-up
7.5%
Launched by March 31, 2023
No payout if not launched by March 31, 2023.
100%
Grow subscribers in existing and new products
7.5%
432,999 subscribers by March 31, 2023 596,000 subscribers by March 31, 2023 Linear scale from 433,000 subscribers to 596,000 subscribers (0% to 100%)
0%
100%
23andMe Holding Co. 46 2023 Proxy Statement

 
Goal ($ in millions) & Correspondent Payout (%)
Additional Description
Performance
Metric
Goal
Description
Goal
Weighting
Minimum
Target
Maximum
3
Therapeutic Development Milestones
Review Interim P006: Phase 1a data, make go/no-go decision to progress
7%
Determine by March 31, 2023
Advance to expansion cohort decision. The clinical trial will enroll until either dose limiting toxicity is seen, or maximum planned dose level is administered. Decision to move forward to expansion cohorts are based on trial parameters that include exposure and pharmacodynamic endpoints
100%
Progress 5 programs to commit to lead optimization decision
3%
1 program by March 31, 2023
5 programs by March 31, 2023
Prorate payout percentage based on number of programs achieved:
1 program = 20%
2 programs = 40%
3 programs = 60%
4 programs = 80%
5 programs = 100%
20%
100%
P014: Decision to Progress to Candidate Selection
5%
Determine by March 31, 2023
100%
23andMe Holding Co. 47 2023 Proxy Statement

 
Goal ($ in millions) & Correspondent Payout (%)
Additional Description
Performance
Metric
Goal
Description
Goal
Weighting
Minimum
Target
Maximum
4
Other Corporate Initiatives
DE&I improvement in new hires
5%
20% of new hires are from historically under-represented groups
Measurement based on underrepresented groups as a percentage of total hires in Fiscal 2023
100%
Successfully deliver SOX compliance work plan
5%
Complete by March 31, 2023
Complete remediation activities per work plan to meet SOX compliance standards
100%
Advance/​execute research services business
10%
Complete by March 2023
Agreement with total contract value of greater than $1 million signed or agreement in strategic focus areas (e.g., disease awareness, PRS, cohort+, target discovery/validation) signed
100%
*
Adjusted EBITDA is a non-GAAP measure. We define Adjusted EBITDA as net income (loss) before net interest income (expense), net other income (expense), income tax expenses (benefit), depreciation and amortization, impairment charges, stock-based compensation expense, acquisition-related costs, and other items that are considered unusual or not representative of underlying trends of our business, including but not limited to: changes in fair value of warrant liabilities, litigation settlement, and restructuring and other charges, if applicable for the periods presented.
In addition to the Fiscal 2023 AIP performance metrics discussed above, the Fiscal 2023 AIP also included an individual performance modifier, pursuant to which each NEO’s Fiscal 2023 AIP payout was subject to an adjustment based on his or her individual performance during Fiscal 2023.
Fiscal 2023 AIP Actual Performance and Payouts
Following the conclusion of Fiscal 2023, in May 2023, the Compensation Committee reviewed the Company’s actual performance against the Fiscal 2023 AIP performance metrics. After reviewing the Company’s actual performance, the Compensation Committee determined to exercise its discretion and downward adjust the achievement percentage of the Operational Profitability goal. Specifically, the Compensation Committee determined that the Company’s achievement of Adjusted EBITDA deficit of  $161 million was partially due to reasons outside the NEOs’ control (e.g., early contract termination revenue, breakage). Moreover, the Compensation Committee noted that the Company’s financial performance did not include material revenue improvements and that the macroeconomic environment did not warrant paying a bonus to the NEOs of 155%. Accordingly, the Compensation Committee determined it was more appropriate to use a modified Adjusted EBITDA calculation that excluded the key financial items outside of the NEOs’ control. This resulted in the Compensation Committee downwardly adjusting the achievement of the Operational Profitability goal from 113% to 75%, which ultimately resulted in the AIP payout percentage being 118%, as opposed to 155.5%.
23andMe Holding Co. 48 2023 Proxy Statement