UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Payment of Filing Fee (Check the appropriate box):

 

This proxy statement and form of proxy are first being distributed and made available on or about July 16, 2024.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED JUNE 27, 2024

 

July 16, 2024

TO OUR FELLOW STOCKHOLDERS:

We invite you to join us for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of 23andMe Holding Co., to be held at 9:00 a.m., Pacific Time, on Monday, August 26, 2024. The Annual Meeting will be held as a virtual meeting, to be conducted exclusively via live webcast at www.virtualshareholdermeeting.com/ME2024. 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 2024, we continued to make progress in our mission to help people access, understand, and benefit from the human genome. We have made significant strides in becoming the world’s best at health risk prediction through impactful new health reports and interactive features in both our Personal Genome Service® and our 23andMe+ Premium membership service. We also launched Total Health, our most advanced, prevention-based health membership to date, which includes clinical grade exome sequencing, biannual blood testing, and access to clinicians with unique training in genetics. Total Health goes beyond routine care to provide members with personalized guidance for ongoing disease prevention and early detection.

Now, with over 15 million genotyped customers, the size, scale, and value of our database continues to grow. This enables us to continue to identify new genetic insights through our research programs, and fuel our Therapeutic drug development and discovery business. We currently have research and development programs across several therapeutic areas, including oncology, immunological, and inflammatory diseases, and other disease areas, and as of March 31, 2024, two of our internal programs have entered the clinic for testing in human patients.

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 patients.

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,

Notice of Annual Meeting of

Stockholders

Items of Business

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:

Participating in the Annual Meeting

Holders of Class A common stock and Class B common stock as of the record date are invited to virtually attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ME2024. 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 86 for more information.

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 2024 Form 10-K filed with the SEC on May 30, 2024, 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 2024” refer to our fiscal year ended March 31, 2024, and references to “Fiscal 2025” refer to our fiscal year ending March 31, 2025. Further, references to “Fiscal 2023” refer to our fiscal year ended March 31, 2023, and references to “Fiscal 2022” refer to our fiscal year ended March 31, 2022.

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 this 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

Proxy Statement Summary

ABOUT 23ANDME

Our mission is to help people access, understand, and benefit from the human genome. To achieve this, we pioneered direct-to-consumer genetic testing and built the world’s largest crowdsourced platform for genetic research. Our data engine powers our leading direct-to-consumer precision health platform and our genetics driven Research and Therapeutics businesses.

We are dedicated to empowering customers to optimize their health by providing direct access to their genetic information, personalized reports, actionable insights, and digital access to affordable healthcare professionals through our telehealth platform, Lemonaid Health Inc. (“Lemonaid” or “Lemonaid Health”).

Through direct-to-consumer genetic testing, we give 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, 2024, we had over 65 health and carrier status reports that were available to customers in the U.S.

Through our Lemonaid Health telehealth platform, our ultimate goal is to provide customers access to personalized care based on their unique genetic profile and lifestyle. We currently 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 Health.

We have built the world’s largest crowdsourced platform for genetic research. The aim of our Research business is to revolutionize research and become the market’s preferred genetic-based research partner by monetizing access to our growing data engine of genetic and phenotypic information provided by our millions of engaged customers. 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 also developing a diversified and differentiated portfolio of genetically validated therapeutic candidates for a variety of diseases across different therapeutic areas with high unmet medical need. We have programs in clinical development, as well as multiple discovery stage programs. Each of our programs has been identified through our human genetics drug discovery platform. We believe that the combination of a discovery platform that increases the probability of technical success through genetic evidence in humans, and a maturing therapeutic portfolio, positions us for long-term success in our goal to advance next-generation, targeted medicines for people living with serious and life-threatening diseases.

 

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.

Our Values

 

Recent Recognitions

We are proud to be recognized for our strong corporate culture and our employees’ workplace experience:

CORPORATE GOVERNANCE HIGHLIGHTS

Corporate Governance Practices

We consistently seek to follow best practices in corporate governance. Highlights of our corporate governance practices include:

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 that 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 that 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.

 

Board Snapshot

 

* 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

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:

During Fiscal 2024, we had over 200 meetings with stockholders, and we conducted regular outreach with our largest non-affiliate stockholders after the release of each quarter’s earnings.

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.

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 published 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:

 

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 39.

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:

Fiscal 2024 Compensation Program Elements

The following table summarizes the key compensation elements provided to all our named executive officers (“NEOs”) in Fiscal 2024:

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. Consistent with Fiscal 2023, in Fiscal 2024 the NEOs (excluding Ms. Wojcicki) were eligible to receive annual incentive bonuses in the form of restricted stock units (“RSUs”), based upon the Company’s achievement of a pre-established financial performance metric during the one-year performance period ended March 31, 2024. Additionally, the NEOs (other than Ms. Wojcicki) received long-term equity awards in the form of time-based RSUs and stock options, which furthers the Compensation Committee’s goal of aligning the NEOs’ incentives to increase Company performance and stockholder value.

For Fiscal 2024, our CEO’s compensation consisted of minimal cash compensation and a long-term equity award. Specifically, Ms. Wojcicki only received $65,000 in cash compensation in order to comply with California’s minimum salary laws, and her long-term equity award consisted entirely of stock options. As Ms. Wojcicki’s stock options are contingent upon the appreciation in the market price of the Company’s Class A common stock, the value of her compensation is almost entirely based on Company performance.

VOTING MATTERS AND RECOMMENDATIONS

ADDITIONAL INFORMATION

Refer to the “Additional Information About Our Annual Meeting and Voting” section of this Proxy Statement beginning on page 83 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.

PROPOSAL 1

Election of Directors

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:

Our Board has nominated Peter Taylor and Anne Wojcicki for election to the Board at the Annual Meeting. If elected, each director nominee will serve as a Class III director with a term to expire at the 2027 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.

CLASS III DIRECTOR NOMINEES

Information regarding each Class III director nominee is set forth below. Each Class III 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 III 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.

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.

CLASS II CONTINUING DIRECTORS

Information regarding each Class II director is set forth below. Each Class Il Director has a term that expires at the 2026 Annual Meeting of Stockholders. In addition to the qualifications set forth below, we believe that each of the Class Il 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.

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 that 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, free of charge, copies of its Corporate Governance Guidelines and Code of Business Conduct and Ethics to any stockholder, 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 18 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, until April 1, 2024, Richard Scheller provided consulting services to the Company, they are not deemed to be independent. Additionally, Evan Lovell served on the Board during Fiscal 2024 until his passing in June 2023; the Board did not consider Mr. Lovell to be independent during his tenure as a director.

There are no family relationships among any of the current directors, director nominees, and executive officers of the Company.

 

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 independent directors plan to assess the effectiveness of this policy during future director searches and candidate identification processes.

The following diversity matrix sets forth information regarding the self-identification selections that our directors consented to be disclosed in the Proxy Statement:

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.

 

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.

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:

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 2025 Annual Meeting” section of this Proxy Statement on page 82.

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.

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

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/or 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 seven meetings of the Board were held during Fiscal 2024. During Fiscal 2024, the non-employee directors met alone without management present on one occasion.

Except with respect to Mr. Mohan, 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.

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 2023 Annual Meeting of Stockholders.

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.

The Board’s standing committees and their current members are as follows:

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 that 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 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.

 

Cybersecurity Risk Oversight

The Board has identified the oversight of cybersecurity risks to be one of its priorities, and it receives regular reports from management, including the interim Chief Security Officer (“CSO”), on various cybersecurity matters, including the security of the Company’s information systems, anticipated sources of future material cyber risks, and how management is addressing any significant potential vulnerability. The Audit Committee reviews our cybersecurity program at least annually and receives regular updates on cybersecurity threats and other matters. In addition to regular updates to the audit committee, we have protocols by which we escalate certain cybersecurity incidents and, where appropriate, report on them in a timely manner to the Board and the Audit Committee.

With respect to management’s oversight of cybersecurity, we have implemented a cross-functional Information Security Management System (“ISMS”) Governance Committee that drives awareness and alignment across broad governance and stakeholder groups for effective cybersecurity risk management. The interim CSO and interim Data Privacy Officer (“DPO”) co-chair the ISMS Governance Committee. The ISMS Governance Committee acts in alignment with the Data Protection Governance Committee, another cross-functional governance committee, which provides strategic direction and oversight over the Company’s

program related to data protection. These governance committees have responsibility for oversight, resource allocation, capabilities, and planning. Members of the ISMS Governance Committee review newly-identified cybersecurity risks, evaluate the appropriate treatments, and monitor the on-going status of risk remediation. The interim CSO and DPO regularly report to the Audit Committee on these matters.

Please see “ESG — Data Security” on page 25 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 24 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.

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.

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 six 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 interim CSO oversees cybersecurity and customer privacy programs and regularly provides updates to the Board.

 

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:

 

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 have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is integrated into our broader ISMS, which is designed to identify, assess, prioritize, and mitigate risks across the organization and to enhance our resilience and support the achievement of our strategic security objectives. Our cybersecurity risk management program includes a cybersecurity incident response plan. Integrated into our overall enterprise risk management framework are processes dedicated to the identification, assessment, and management of material risks from cybersecurity threats. Our approach to cybersecurity risk management is both proactive and defensive, and includes the following elements:

 

The cybersecurity team, led by the interim CSO, is responsible for managing the day-to-day cybersecurity strategy of the organization. Including oversight of our cybersecurity tools and controls to protect company assets. We have implemented an iterative and multi-layered cybersecurity strategy that incorporates both proactive review of the evolving cybersecurity threat landscape and reactive management of cybersecurity threats. Our proactive management of cybersecurity risks includes zero trust access, data loss prevention programs, correction of potential cybersecurity risks, and programs for employee education regarding cybersecurity risks. Our reactive management of cybersecurity risks includes continuous logging and alerting, utilization of enterprise cybersecurity technology, and personnel dedicated to incident response.

We have also implemented processes that establish a systematic approach to assessing the cybersecurity controls while on-boarding new third-party vendors. Additionally, we have implemented annual reviews of the cybersecurity controls for third-party vendors that provide essential services and/or store data that presents a business risk to us and/or our customers.

In October 2023, we experienced a cybersecurity incident in which certain information of our users was accessed and downloaded from individual 23andMe.com accounts without the account users’ authorization. Following this incident, we implemented certain changes to our information systems and processes meant to provide additional protections to our environment, including enhancements to our Security Operations, reset customer passwords, required two-factor verification for new and existing customers, detection tools and capabilities, and implementation of new tools and processes, among others.

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, 2024, we employed approximately 582 employees worldwide, of which 560 were full-time employees and 100% were U.S.-based employees.

 

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:

 

DE&I Strategy

We strive to provide opportunity for all: our employees, our community, and our customers. We believe in welcoming and embracing various cultures and backgrounds, as we recognize the value of employing a workforce of unique and varying viewpoints and experiences.

Our DE&I strategy is focused on advancing product inclusivity and employee experience. Our products, content, and experiences are designed to ensure the inclusivity of our customers’ diverse identities and needs. We also seek to foster a safe space for individuals to discuss issues that impact their shared community through employee affinity groups. In addition, to focus on supplier diversity, we developed and implemented a supplier diversity survey to be utilized when sourcing new vendors for the organization.

In Fiscal 2024, we achieved the following important milestones of our long-term DE&I strategy:

 

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 uncomfortable 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. 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, 2024, 53% of our U.S. workforce are women and approximately 51% self-identify as ethnically or racially diverse.

 

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, in addition to the Fair360 Top 50 Survey, which is used as a benchmark to evaluate all of our DE&I policies and practices in comparison to other companies.

Hiring

We incorporate DE&I into hiring by ensuring that our recruiting pipeline for open roles is diverse across all identities.

 

To build diverse talent pipelines, we have recruiting partnerships with several organizations and events, including:

 

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 2024, 42% 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. To further support, we recently created a library of one-page training resources covering 11 relevant topics that are available for individual or team learning. 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. We have developed a comprehensive Community Organization Engagement Guide and rubric for evaluating opportunities to aid in our pursuit of supporting more partnerships and events in the future. This document ensures that our interactions with external organizations align with our mission, have a measurable impact, and build meaningful and sustained relationships.

The following provides a summary of our community impact and collaboration partnerships in Fiscal 2024.

In Fiscal 2024, we continued our partnership with StreetCode Academy by hosting our second “Exposureship.” The Exposureship, which was aimed at helping adults in the Bay Area that are looking to make a career change into the tech space, featured a talk and panel discussion hosted by 23andMe. The panel, which was composed of 23andMe employees who have changed career paths, was intended to offer guidance on how to make a successful career change, as well as provide insight into what it is like to work at 23andMe and at tech companies in general. We also donated photography, video, and audio equipment to support StreetCode Academy’s ongoing work in the community.

In addition to StreetCode Academy, our internal Community Impact group continued to support the School of Arts and Culture in San Jose with an in-kind donation of supplies for their free, four-week summer program for children between the ages of 6 and 12. In the summer of 2023, 180 children from San Jose were able to explore art, music, folklórico dance, sports, and bilingual musical theater through their summer youth program.

Employee Training and Development

Employee development is considered to be a strategic priority. We support employee growth and development by offering a variety of benefits. Our focus areas at this time are on leadership development, career development, DE&I, and supporting hybrid teams/leadership. In addition to our flagship leadership program, which empowers employees to lead from any seat and is provided annually to emerging leaders, we offer all people managers training on critical skills, such as change management and providing effective feedback, including DEI-focused training on allyship and unconscious bias. We believe that managers play a crucial role as

allies, fostering effective communication and mentorship among our employees. To support career development, we have built career frameworks for each job function that give employees visibility into the skills and qualifications required at every level, both within their respective functions and across functions. These frameworks spark effective career development conversations between managers and employees.

Other talent development benefits we offer are tuition reimbursement, department learning budgets, and internal mentorship programs. Our Company-wide performance management framework is designed to support and foster career advancement. This framework encompasses three areas:

 

Our objective is having a clear approach towards career development, programs/benefits allowing employees with healthier lives, and an ability to participate in the community celebrating individuality. Our talent development programs are designed to support a work environment where employees are empowered to promote their unique perspectives.

Engagement and Retention

We utilize an independent tool to gather feedback and conduct employee engagement surveys. In Fiscal 2024, we continued with a pulse survey to gather feedback on our DEI initiatives, as well as Company culture. With 80% participation, DEI-related questions received the highest positive scores; sense of belonging at the Company was rated favorably at 81%.

We pride ourselves on our responsiveness to employee feedback and have implemented various programs to improve the employee experience, including:

Benefits and Compensation

All benefits-eligible employees working at least 20 hours per week receive a comprehensive benefit and compensation package, which includes the following:

 

As a Company, we offer postpartum and return-to-work assistance, which includes on-site lactation rooms and flexible work hours. For nursing moms who travel for work, we provide reimbursement for the shipment of breast milk back to their homes. We also offer backup child and elder care. We offer one week of Company-paid family leave for employees who need to care for a family member who has a serious health condition and provide an additional 80 hours of sick leave for COVID-19-related illness.

We believe in investing in the health, well-being, and wellness of our employees. We provide complimentary health and fitness classes and host individual and team wellness challenges that incorporate mental, emotional, physical, and nutritional elements of a healthy lifestyle. We provide an online navigation and advocacy service to find the right care and deal with medical bills questions.

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, 2024, 33% 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 and Chief Financial 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:

 

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 that 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 that 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.

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:

 

After conducting product audits every six months since Fiscal 2021, we shifted 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

Through Lemonaid, 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. The following are some of the a11y tools we use:

 

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:

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 2024, all of which were approved by the Audit Committee in accordance with the RPT Policy.

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 executive officers (as of July 16, 2024):

Anne Wojcicki

Information regarding Ms. Wojcicki is provided above under “Proposal 1 — Election of Directors.”

Joseph Selsavage

Mr. Selsavage is our Chief Financial and Accounting Officer. Previously, he served as the Chief Financial Officer of Lemonaid, which was acquired by the Company in November 2021 and is a wholly-owned subsidiary of the Company. Before joining Lemonaid 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.

William Richards

Mr. Richards is our Head of Therapeutics Discovery and leads a team focused on translating findings from 23andMe’s genetic database to the identification of therapeutic targets and advancement of therapeutic programs in immunology and inflammation. Prior to joining the Company in 2020, Mr. Richards was the Chief Scientific Officer of ProNeurotech (now Nura Bio Inc.). From 1996 to 2019, Mr. Richards held various positions of increasing responsibility at Amgen Inc. (“Amgen”), culminating as Executive Director of Research. At Amgen, Mr. Richards and his teams contributed to the pre-clinical development of numerous molecules. Mr. Richards received his Ph.D. in Genetics from SUNY-Stony Brook and conducted postdoctoral research at the Oak Ridge National Labs. Mr. Richards has co-authored numerous publications and is a co-inventor on many patents.

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

On an annual basis, the Board and Compensia, Inc. (“Compensia”) review and evaluate the Company’s compensation program for the non-employee directors. Following this review and consideration, it was determined that the director compensation for the Board was within a competitive range of the peer group. As such, there were no changes to the Company’s non-employee director compensation program (as amended, the “Non-Employee Director Compensation Program”) for Fiscal 2024.

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:

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 are paid in a single payment as soon as administratively practicable following each annual meeting of stockholders and 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. The equity compensation under the Non-Employee Director Compensation Program consists of the following:

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.

Fiscal 2024 Non-Employee Director Compensation Reduction

At the 2023 Annual Meeting of Stockholders, the stockholders approved certain amendments to the 23andMe Holding Co. 2021 Incentive Equity Plan, including, among others, amending Section 4(d) of such plan to increase the Equity Plan Non-Employee Director Limit (as defined below) to $400,000 and that such limit will be calculated on a fiscal year basis. Prior to these amendments, Section 4(d) of the 23andMe Holding Co. 2021 Incentive Equity Plan provided that the maximum aggregate grant date fair value of shares of Class A common stock of the Company granted to any non-employee director during any calendar year, taken together with any cash fees earned by such non-employee director for services rendered during the calendar year, shall not exceed $300,000 in total value (the “Equity Plan Non-Employee Director Limit”).

Prior to the approval of the foregoing amendments and as a result of the following factors, the total compensation for each non-employee director who was eligible to receive compensation pursuant to the Non-Employee Director Compensation Program exceeded the Equity Plan Non-Employee Director Limit for the calendar year ended December 31, 2022 (“Calendar Year 2022”):

In August 2023, the Board determined that it was in the best interests of the Company and its stockholders to reduce each non-employee directors’ compensations as provided for pursuant to the Non-Employee Director Compensation Program for Fiscal 2024 by the amount that each such non-employee director’s compensation exceeded the Equity Plan Non-Employee Director Limit for Calendar Year 2022 (the “Fiscal 2024 Non-Employee Director Compensation Reduction”). Accordingly, each non-employee director’s annual equity award for Fiscal 2024 was reduced by the following amounts:

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 2024 for service on the Board.

As of March 31, 2024, each non-employee director held:

PROPOSAL 2

Non-Binding, Advisory Vote on the

Named Executive Officer Compensation

for Fiscal 2024 (“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 2024 and adopt the following resolution:

“RESOLVED, that the stockholders approve the compensation of the Company’s named executive officers for Fiscal 2024, 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 2025 Annual Meeting of Stockholders and the next say-on-frequency advisory vote will be held at our 2028 Annual Meeting of Stockholders.

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.

EXECUTIVE SUMMARY

Fiscal 2024 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 2024.

Consumer

Therapeutics

Research Services

Fiscal 2024 Compensation Program Elements

The following table summarizes the compensation elements provided to our NEOs in Fiscal 2024:

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. Consistent with Fiscal 2023, in Fiscal 2024, the NEOs (excluding Ms. Wojcicki) were eligible to receive annual incentive bonuses in the form of restricted stock units (“RSUs”), based upon the Company’s achievement of a pre-established financial performance metric during the one-year performance period ended March 31, 2024. Additionally, the NEOs (other than Ms. Wojcicki) received long-term equity awards in the form of time-based RSUs and stock options, which furthers the Compensation Committee’s goal of aligning the NEOs’ incentives to increase Company performance and stockholder value.

For Fiscal 2024, our CEO’s compensation consisted of minimal cash compensation and a long-term equity award. Specifically, Ms. Wojcicki only received $65,000 in cash compensation in order to comply with California’s minimum salary laws, and her long-term equity award consisted entirely of stock options. As Ms. Wojcicki’s stock options are contingent upon the appreciation in the market price of the Company’s Class A common stock, the value of her compensation is almost entirely based on Company performance.

Say-on-Pay Results and Stockholder Feedback

At the 2023 Annual Meeting of Stockholders, the Company conducted its first “Say-on-Pay” vote and received strong stockholder support, with 99.6% of shares cast in favor of the Company’s Fiscal 2023 named executive officer compensation. The Board and the Compensation Committee reviewed and considered the outcome of the 2023 “Say-on-Pay” vote in designing the Company’s executive compensation program and determining executive compensation. The Board and the Compensation Committee viewed the 2023 “Say-on-Pay” vote outcome as endorsement of its executive compensation programs and therefore did not make any executive compensation changes specifically in response to the 2023 “Say-on-Pay” vote outcome.

The Board and the Compensation Committee are committed to engaging in active and ongoing dialogues with the Company’s stockholders and will continue to take stockholder feedback, including the outcome of the 2024 “Say-on-Pay” vote, into consideration when reviewing and structuring the Company’s executive compensation programs.

EXECUTIVE COMPENSATION PHILOSOPHY, OBJECTIVES, AND HIGHLIGHTS

Executive Compensation Philosophy

 

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:

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:

DETERMINATION OF EXECUTIVE COMPENSATION

The Compensation Committee is 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 CEO, 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 their 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 2024. 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.

Compensia attended several of the Compensation Committee meetings in Fiscal 2024 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 2024.

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 2024 proxy peer group (the “Fiscal 2024 Peer Group”) included:

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 Fiscal 2024 Peer Group:

For Fiscal 2024, the compensation paid to the NEOs was reviewed relative to compensation paid by the Fiscal 2024 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:

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.

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 Fiscal 2024 Peer Group. Except as noted below, there are no changes to the NEOs’ base salaries during Fiscal 2024.

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 2024 are shown in the table below:

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 the Fiscal 2024 AIP, the NEOs were eligible to receive annual incentive bonuses in the form of RSUs, based upon the Company’s achievement of a pre-established financial performance metric during the one-year performance period ended March 31, 2024.

Fiscal 2024 AIP Target Bonus Opportunity

In August 2023, the Compensation Committee approved each NEO’s AIP target bonus opportunity for Fiscal 2024. Each NEO’s AIP target bonus opportunity is expressed as a percentage of the NEO’s base salary and is intended to reflect their role and responsibilities, as well as market competitiveness and internal equity considerations. Except as noted below, there were no changes in the NEOs’ AIP target bonus opportunities from Fiscal 2023.

During Fiscal 2024, the AIP target bonus opportunities for the NEOs were set as follows:

Fiscal 2024 AIP Performance Metrics

In August 2023, the Compensation Committee determined and approved the performance metric for the one-year performance period ended March 31, 2024. 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, the Compensation Committee determined that Adjusted EBIDTA should be the only performance metric for Fiscal 2024.

In addition to the Fiscal 2024 AIP performance metric discussed above, the Fiscal 2024 AIP also included an individual performance modifier, pursuant to which each participating NEO’s Fiscal 2024 AIP payout was subject to an adjustment, ranging from 0% to 125%, based on their individual performance during Fiscal 2024.

Fiscal 2024 AIP Actual Performance and Payouts

Following the conclusion of Fiscal 2024, in May 2024, the Compensation Committee reviewed the Company’s actual performance against the Fiscal 2024 AIP performance metrics. As the Company’s Fiscal 2024 Adjusted EBITDA* was not greater than the threshold range, the NEOs were not entitled to a Fiscal 2024 AIP payout. Additionally, the Compensation Committee determined not to exercise discretion, as it believed that the Company’s financial performance did not warrant paying bonuses to the NEOs. Similarly, the Compensation Committee determined that the NEOs would not be subject to the individual performance modifier. Accordingly, each participating NEO, regardless of individual performance, did not receive a payout under the Fiscal 2024 AIP.

The following sets forth the Company’s actual performance and percent achievement based on performance of the Fiscal 2024 AIP performance metrics:

LONG-TERM EQUITY

We provide annual long-term equity awards to the NEOs to promote retentions and to encourage the NEOs to create and sustain stockholder value. The realized value of our equity awards bears a direct relationship to our stock price and therefore helps us to incentivize our NEOs to create value for our stockholders by aligning the interests of our NEOs with those of our stockholders.

As previously disclosed, the Compensation Committee determined not to award any annual long-term equity awards to the NEOs in Fiscal 2023 because it was realigning the timing of these grants to be made in conjunction with the grants made to the remainder of the Company’s employees. Accordingly, following such realignment, on September 15, 2023, the Compensation Committee approved the Fiscal 2024 annual equity awards for the NEOs in connection with the annual equity awards made to all of the Company’s non-executive officer employees.

Annual Award Mix and Target Value

The Compensation Committee periodically evaluates its recommended NEO equity mix, considering factors such as need for durable retention and to minimize share usage. Except with respect to Ms. Wojcicki, the Compensation Committee approved annual long-term equity awards to our NEOs for Fiscal 2024 in the form of 75% time-based RSUs and 25% stock options. In determining the form and amount of the annual equity awards, the Compensation Committee reviewed and considered market data provided by Compensia. Consistent with such market data and in light of equity pool burn rate, the Compensation Committee decided to provide a higher mix of RSUs.

Ms. Wojcicki’s annual long-term equity award consisted of 100% stock options. The Compensation Committee determined that Ms. Wojcicki’s annual equity award should be in the form of stock options only because stock options align entirely with stockholder interests, in that Ms. Wojcicki will profit only if the stock price increases to a level that is above the market price on the grant date. Additionally, based on Ms. Wojcicki’s significant prior investments via stock purchases, the Compensation Committee believes that periodic awards of stock options provide the Company with the opportunity to receive material funding from future option exercises.

The following sets forth the aggregate target value of the Fiscal 2024 annual equity awards for each NEO.

Fiscal 2024 Restricted Stock Units

Time-based RSUs granted to the NEOs in Fiscal 2024 vest over three years in 12 quarterly installments commencing on February 20, 2024. The vesting of the RSUs is subject to continued service for the Company, the terms and conditions of the applicable award agreement, and applicable tax withholding obligations. Each RSU represents the contingent right to receive one share of Class A common stock of the Company.

Fiscal 2024 Stock Options

The stock options granted to the NEOs in Fiscal 2024 vest over three years in 36 monthly installments commencing on October 15, 2023. The vesting of the options is subject to continued service for the Company, the terms and conditions of the applicable award agreement, and applicable tax withholding obligations. The exercise price of the stock options is $1.10.

ONE-TIME AWARDS

As previously disclosed, in connection with Mr. Selsavage’s appointment as Interim Chief Financial and Accounting Officer in August 2022, the Compensation Committee approved a one-time special award of $100,000, which was paid out in cash to Mr. Selsavage on September 1, 2023 (the “Selsavage Appointment Award”).

In connection with a planned restructuring of the Company’s Therapeutics business, the Company granted one-time retention bonuses (each, a “Retention Bonus”) to certain employees (each a “Therapeutics Employee”) as an incentive for such Therapeutics Employees to remain with the Company. Each such Retention Bonus was equal to 25% of the annual base salary of each such Therapeutics Employee and was paid in the form of RSUs that will cliff-vest on August 20, 2024, subject to continued service for the Company, the terms and conditions of the applicable award agreements, and applicable tax withholding obligations. As Mr. Richards is a Therapeutics Employee, he was entitled to receive a Retention Bonus. Accordingly, the Compensation Committee approved a one-time special equity award consisting of 115,641 RSUs (the “Richards Retention Equity Award”).

BENEFITS

As employees of the Company, the NEOs are eligible to participate in all the broad-based Company-sponsored benefits programs on the same basis as other full-time employees. The Company’s health and welfare plans include medical, dental and vision benefits, commuter benefits, flexible-spending accounts, paid family leave to supplement the Family and Medical Leave Act of 1993, back-up child and elder care, personal legal resources (for estate planning, for instance), an enhanced employee assistance program (EAP) with up to eight complimentary therapy visits, personal financial wellness platform and access to fiduciary advisors, parental leave, short-term and long-term disability insurance, and life insurance.

Additionally, we offer a tax-qualified retirement savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), the Retirement and Savings Plan (the “401(k) plan”), which provides eligible employees, including the NEOs, with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their contributions are 100% vested when contributed. Under the 401(k) plan, the Company can make discretionary matching contributions, and it currently provides a dollar-for-dollar match up to a maximum of 2% of the eligible employees’ base pay per pay period. New hires are automatically enrolled at a 6% contribution rate. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code.

Executive officers do not accrue vacation, as they are able to use unlimited vacation. We otherwise do not offer preferential benefits or perquisites to our executive officers that are not widely available to all full-time employees.

EMPLOYMENT AGREEMENTS WITH NEOS

Employment arrangements with the NEOs are set forth below. Each NEO also is party to a standard Employee Invention Assignment and Confidentiality Agreement, under which each NEO has agreed (i) not to solicit the Company’s employees during their employment and for a period of one year after the termination of such employment, (ii) to protect the Company’s confidential and proprietary information, and (iii) to assign to the Company any related intellectual property developed during the course of their employment.

Anne Wojcicki

There currently is no employment agreement between the Company and Ms. Wojcicki, nor did one exist during Fiscal 2024.

Joseph Selsavage

There currently is no employment agreement between the Company and Mr. Selsavage, nor did one exist during Fiscal 2024.

William Richards

On February 20, 2020, 23andMe, Inc. entered into an offer letter with Mr. Richards to serve as its Director, Target and Drug Discovery (the “Richards Offer Letter”). The Richards Offer Letter initially provided for an annual base salary of $325,000. In connection with the commencement of his employment, Mr. Richards also received an option to purchase 50,000 shares of common stock, which vested 25% after 12 months of service and on a pro rata basis (in remaining 1/48 installments) over the following 36 months of service. Mr. Richards also is eligible to participate in the benefit plans that are generally available to all employees.

Kathy Hibbs

On February 6, 2014, 23andMe, Inc. entered into an offer letter with Ms. Hibbs to serve as its Chief Legal and Regulatory Officer (the “Hibbs Offer Letter”). The Hibbs Offer Letter initially provided for an annual base salary of $400,000, subject to adjustment from time to time. In connection with the commencement of her employment, Ms. Hibbs also received an option to purchase 525,000 shares of common stock, which vested 25% after 12 months of service and on a pro rata basis (in remaining 1/48 installments) over the following 36 months of service. Ms. Hibbs also is eligible to participate in the benefit plans that are generally available to all employees. The Hibbs Offer Letter also included an annual performance bonus of up to 30% of Ms. Hibbs’ base salary rate based upon the achievement of objective and subjective criteria established by Ms. Wojcicki and approved by the Board; we discontinued the bonus program in February 2018.

The Hibbs Offer Letter provides for certain severance benefits. If Ms. Hibbs experiences an involuntary separation from service by the Company for any reason other than Cause, death, or Permanent Disability, then she will receive four months of continued salary at the rate that was in effect at the time of the termination. The receipt of any severance benefits is subject to Ms. Hibbs’ execution and non-revocation of a general release of claims. Additionally, the Hibbs Offer Letter also provided for certain change-in-control benefits; however, in December 2022, the Separation Benefits (as defined below) provided for pursuant to the CIC Plan (as defined below) superseded and replaced any and all change-in-control benefits provided for in the Hibbs Offer Letter.

In connection with Ms. Hibbs’ retirement, on May 23, 2024, the Company entered into the Consulting Agreement. Pursuant to the Consulting Agreement, Ms. Hibbs will provide general advisory services to the Company to support the transition of legal and regulatory related work (the “Advisory Services”). During the Consulting Term (as defined below) of the Consulting Agreement, Ms. Hibbs is anticipated to provide a maximum of ten hours of Advisory Services to the Company a month and will be compensated at an hourly rate of $750 (rounded to the nearest quarter hour as billed). Additionally, Ms. Hibbs is entitled to reimbursement for out-of-pocket and reasonable expenses, provided that such expenses are pre-approved by the Company.

The Consulting Agreement clarifies that equity awards that were previously granted to Ms. Hibbs in connection with her prior employment with the Company that remained outstanding and unvested as of May 24, 2024 will not continue to vest as a result of Ms. Hibbs’ and the Company’s entry into the Consulting Agreement or Ms. Hibbs’ status as a consultant of the Company.

The Consulting Agreement contains customary provisions and restrictive covenants, including provisions related to proprietary information, intellectual property, confidentiality, and non-solicitation. Unless terminated earlier in accordance with its terms, the Consulting Agreement is effective as of May 28, 2024 and will remain in effect until May 30, 2025 (the “Consulting Term”).

Kenneth Hillan

On February 1, 2019, 23andMe, Inc. entered into an offer letter with Dr. Hillan to serve as its Head of Therapeutics (the “Hillan Offer Letter”). The Hillan Offer Letter provides for an annual base salary of $525,000, subject to adjustment from time to time. In connection with the commencement of his employment, Dr. Hillan received an option to purchase 480,000 shares of common stock, which vested 25% after 12 months of service and on a pro rata basis (in remaining 1/48 installments) over the following 36 months of service as further described in his individual award agreement. Dr. Hillan also is eligible to participate in the benefit plans that are generally available to all employees.

The Hillan Offer Letter provides for certain severance benefits. If Dr. Hillan experiences an involuntary separation from service by the Company for any reason other than Cause, death, or Permanent Disability, then he will receive six months of continued salary at the rate that was in effect at the time of the termination. The receipt of any severance benefits is subject to Dr. Hillan’s execution and non-revocation of a general release of claims. Additionally, the Hillan Offer Letter also provided for certain change-in-control benefits; however, in December 2022, the Separation Benefits provided for pursuant to the CIC Plan superseded and replaced any and all change-in-control benefits provided for in the Hillan Offer Letter.

Certain Definitions

For purposes of the offer letters described above:

Company; (iii) any material breach by the executive of any provision of any agreement or understanding between the Company and the executive regarding the terms of the executive’s service as an employee, officer, director, or consultant to the Company, including, without limitation, the executive’s willful and continued failure or refusal to perform the material duties required of the executive as an employee, officer, director or consultant of the Company, other than as a result of having a disability, or a breach of any applicable invention assignment and confidentiality agreement or any agreement between the Company and the executive; (iv) the executive’s disregard of the policies of the Company so as to cause loss, damage or injury to the property, reputation, or employees of the Company; (v) the executive’s violation or failure to comply with any of the Company’s confidential information, privacy or similar policy or program; or (vi) any other misconduct by the executive that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company.

CLAWBACK

In October 2022, the SEC adopted Rule 10D-1 under the Exchange Act, which required national securities exchanges, including Nasdaq, to establish listing standards relating to executive officer incentive compensation clawback and disclosure rules. Nasdaq established listing standards in accordance with Rule 10D-1 (the “Nasdaq Clawback Listing Standards”), which took effect on October 2, 2023 and required listed companies to adopt a compliant clawback policy no later than December 1, 2023. Accordingly, on November 14, 2023, the Compensation Committee adopted the 23andMe Holding Co. Compensation Recoupment Policy (the “Clawback Policy”). The Clawback Policy (i) provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement in accordance with the Nasdaq Clawback Listing Standards and (ii) provides the Compensation Committee with the discretionary authority to recoup certain compensation in the event the Compensation Committee determines that a “Senior Officer” has engaged in any of the following: (a) material failure to comply with the policies and procedures of the Company; (b) commission of any felony, willful misconduct, or breach of a fiduciary duty, in each case, in connection with such Senior Officer’s services to the Company; (c) commission of an act of gross misconduct, fraud, embezzlement, or misappropriation with respect to the Company; or (d) breach of any restrictive covenant to which such Senior Officer is subject under any employment agreement or applicable policy of the Company. Under the Clawback Policy, a “Senior Officer” means any person designated by the Board as an “officer” in accordance with Rule 16a-1(f) promulgated under Section 16 of the Exchange Act.

Additionally, pursuant to the 23andMe Holding Co. Amended and Restated 2021 Incentive Equity Plan (the “2021 Plan”), subject to the requirements of applicable law, the Compensation Committee may provide in any grant instrument that, if a participant breaches any restrictive covenant agreement between the participant and the Company or otherwise engages in activities that constitute Cause (as defined in the 2021 Plan) either while employed by, or providing service to, the Company or within a specified period of time thereafter, all grants held by the participant shall terminate, and the Company may rescind any exercise of an option or stock appreciation right (“SAR”) and the vesting of any other grant and delivery of shares upon such exercise or vesting (including pursuant to dividends and dividend equivalents), as applicable on such terms as the Compensation Committee shall determine, including the right to require that, in the event of any such rescission, (i) the participant shall return to the Company the shares received upon the exercise of any option or SAR and/or the vesting and payment of any other grant (including pursuant to dividends and dividend equivalents), or, (ii) if the participant no longer owns the shares, the participant shall pay to the Company the amount of any gain realized or payment received as a result of any sale or other disposition of the shares (or, in the event the participant

transfers the shares by gift or otherwise without consideration, the fair market value of the shares on the date of the breach of the restrictive covenant agreement (including a participant’s grant instrument containing restrictive covenants) or activity constituting Cause), net of the price originally paid by the participant for the shares. Payment by the participant shall be made in such manner and on such terms and conditions as may be required by the Compensation Committee. The Company shall be entitled to set off against the amount of any such payment any amounts otherwise owed to the participant by the Company. In addition, all grants under the 2021 Plan are subject to any applicable clawback or recoupment policies (which includes the Clawback Policy), share trading policies, and other policies that may be implemented by the Board from time to time.

TAX DEDUCTIBILITY OF COMPENSATION UNDER INTERNAL REVENUE CODE SECTION 162(M)

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to publicly held companies (such as the Company) for compensation paid to certain “covered employees” in excess of $1,000,000 per covered employee in any year.

Neither the Compensation Committee nor the full Board has adopted a formal policy regarding tax deductibility of compensation paid to the Company’s executive officers. While the Compensation Committee carefully considers the net cost and value to the Company of maintaining the deductibility of all compensation, it also desires the flexibility to reward the Company’s executive officers in a manner that enhances the Company’s ability to attract and retain individuals as well as to create longer-term value for our stockholders. Thus, income tax deductibility is only one of several factors the Compensation Committee considers in making decisions regarding the Company’s executive compensation program. The Compensation Committee may authorize compensation that might not be deductible if the Compensation Committee determines that such compensation decision is in the best interest of the Company.

Compensation Committee Report

The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of 23andMe Holding Co. (the “Company”) has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) included in the Proxy Statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”) with members of management, and based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in the Proxy Statement.

This report has been furnished by the Compensation Committee of the Board of Directors.

Valerie Montgomery Rice, M.D., Chair

Patrick Chung

Neal Mohan

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the report by reference therein.

Compensation Risk Management and Other Policies

COMPENSATION RISK ASSESSMENT

Our Compensation Committee is responsible for the oversight of our compensation risk profile. The Compensation Committee reviews our compensation approach outlined above to ensure that the policies, plan documents, and practices do not encourage excessive risk-taking.

The assessment reviews our best practices and ensures that:

Based on the assessment, the Compensation Committee believes that the Company’s compensation programs are balanced and do not create risks reasonably likely to have a material adverse impact on the Company. Accordingly, there were no material adjustments made to our compensation policies and practices. We will continue to monitor our compensation policies and practices to determine whether our risk management objectives are being met with respect to incentivizing the Company’s executive officers.

POLICIES PROHIBITING HEDGING, PLEDGING, AND SPECULATIVE OR SHORT-TERM TRADING

The 23andMe Holding Co. Second Amended and Restated Insider Trading Policy (the “Insider Trading Policy”) prohibits employees (including executive officers), directors, advisors, and consultants of the Company (collectively, “Team Members”) from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedge, offset, or are designed to hedge or offset, any decrease in the market value or the full ownership risks and rewards of a Team Member’s holdings in Company securities. The Insider Trading Policy also prohibits executive officers and directors from directly or indirectly pledging, hypothecating, or otherwise encumbering shares of the Company’s stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account or any other account that could cause the Company’s stock to be subject to a margin call or otherwise be available as collateral for a margin loan. Additionally, this prohibition applies to the Company’s stock that (i) an executive officer or director owns directly or indirectly or (ii) is granted by the Company as part of an executive officer’s or director’s compensation.

The Insider Trading Policy also prohibits Team Members from engaging in short sales (sales of securities that are not currently owned by the seller), transactions in put or call options, margin trading, or other inherently speculative transactions with respect to Company securities at any time.