Atreca Inc - Ordinary Shares (BCEL) DEF 14ADefinitive proxy

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report on Form 10-K”), and related proxy materials over the Internet. Accordingly, you will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board of Directors” or “Board”) of Atreca, Inc. (the “Company,” “Atreca,” “we,” “us,” and “our”) is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 27, 2023 to all stockholders of record entitled to vote at the Annual Meeting. On the date of mailing the Notice, stockholders will be able to access all of the proxy materials on the website at www.proxyvote.com.

The Annual Meeting will be conducted virtually, via live webcast only, to provide greater access for our stockholders, directors, and employees. Any stockholder can attend the Annual Meeting via the live webcast at www.virtualshareholdermeeting.com/BCEL2023. You may vote and submit questions while attending the Annual Meeting online. You will not be able to attend the Annual Meeting in person.

The Annual Meeting will be held on Tuesday, June 13, 2023 at 9:00 a.m. Pacific Daylight Time. We encourage you to access the webcast prior to the start time. Online check-in will begin at approximately 8:45 a.m. Pacific Daylight Time. To attend the Annual Meeting as a stockholder, you will need your 16-digit control number. Your control number will be included in the Notice, your proxy card if you are a stockholder of record (as defined below), or with your voting instructions received from your broker, bank or other agent if you hold your shares in “street name” ​(as defined below). If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting, but you will not be able to vote your shares or submit questions during the meeting.

We will answer questions submitted by stockholders during the Annual Meeting, to the extent relevant to the business of the meeting, as the allotted time permits. Questions may be submitted beginning at 8:45 a.m. Pacific Daylight Time on the day of the Annual Meeting and during the Annual Meeting through www.virtualshareholdermeeting.com/BCEL2023. You will need your 16-digit control number included in the Notice, on your proxy card, or on the instructions that accompanied your proxy materials in order to log into the virtual meeting platform and submit questions.

Technicians will be ready to assist you with any technical difficulties you may have during the check-in time or during the live webcast of the Annual Meeting. If you encounter any technical difficulties accessing

the Annual Meeting during the check-in or meeting time, please call 1-800-586-1548 (US toll free) or 303-562-9288 (international).

You may vote your shares electronically before the Annual Meeting by Internet, by proxy or by telephone as described below. You do not need to access the Annual Meeting webcast to vote if you submitted your vote by proxy, by Internet or by telephone before the Annual Meeting. A recording of the Annual Meeting, including the questions answered during the meeting, will be available at http://www.virtualshareholdermeeting.com/BCEL2023.

Only stockholders of record at the close of business on April 20, 2023 will be entitled to vote at the Annual Meeting. On this record date, there were 32,441,143 shares of Class A common stock outstanding and entitled to vote.

If, on April 20, 2023, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting, vote by proxy through the Internet or by telephone or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy through the Internet or by telephone as instructed below, or by completing a proxy card that you may request or that we may elect to deliver at a later time. Stockholders who attend the Annual Meeting should follow the instructions at http://www.virtualshareholdermeeting.com/BCEL2023 to vote online during the meeting.

If, on April 20, 2023, your shares were held, not in your name, but rather in an account at a broker, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice will be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other agent. Many organizations enable beneficial owners to give voting instructions by telephone or over the Internet as well as in writing. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may only vote your shares during the Annual Meeting if you request and obtain a valid 16-digit control number from your broker, bank or other agent. Beneficial owners who attend the Annual Meeting should follow the instructions at http://www.virtualshareholdermeeting.com/BCEL2023 to vote online during the meeting.

There are two matters scheduled for a vote:

Proposal No. 1 — To elect the three Class I directors nominated by the Board to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal; and

Proposal No. 2 — To ratify the selection of WithumSmith+Brown, PC as independent registered public accounting firm of the Company for the year ending December 31, 2023.

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of

The procedures for voting are fairly simple:

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In this regard, under the applicable rules, Proposal No. 1, the election of directors, is considered to be a “non-routine” matter and Proposal No. 2, the ratification of an independent registered accounting firm, is considered to be a “routine” matter.

If a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other agent holding his or her shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. These un-voted shares are counted as “broker non-votes.”

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Voteswill be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal No. 1, votes “For,” “Withhold” and broker non-votes; and, with respect to Proposal No. 2, votes “For” and “Against,” abstentions and, if applicable, broker non-votes.

For Proposal No. 1, election of directors, the three nominees receiving the most “For” votes from the holders of the shares present or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “For” will affect the outcome. Broker non-votes and “Withhold” votes will have no effect on the outcome of Proposal No. 1.

For Proposal No. 2, ratification of the selection of Withum as our independent registered public accounting firm for the year ending December 31, 2023, must receive “For” votes from the holders of a majority of the shares present or represented by proxy and entitled to vote on the matter. As described above, because Proposal No. 2 is considered to be a “routine” matter under applicable rules, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your broker, bank, or other agent has discretionary authority to vote your shares with respect to Proposal No. 2. Abstentions will have the same effect as an “Against” vote for Proposal No. 2.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or Internet proxy is the one that is counted.

Nominees for Election for a Three-Year Term Expiring at the 2026 Annual Meeting of Stockholders — Class I

Dr. Lacey has served as a member of our Board of Directors since May 2016. Dr. Lacey is a biopharmaceutical consultant at David L. Lacey LLC, where he advises academic institutions, biotechnology companies and venture capital firms, a position he has held since July 2011. He currently serves as a director of Inbiomotion SL, Nurix, Inc. and Arcus Biotherapeutics and additionally as a scientific advisor to a number of biotechnology companies including ArgenxSE. From February 2018 to December 2020, Dr. Lacey served as a director of Unity Biotechnology, a publicly listed biotechnology company. From 1994 until his retirement in 2011, he held various positions, including Senior Vice President of Discovery Research, at Amgen Inc., where he oversaw research encompassing oncology, inflammation, metabolic disorders and neuroscience, and he played a fundamental scientific role in the discovery of the OPG/RANKL/​RANK pathway, which led to the development of the anti-RANKL human monoclonal antibody denosumab, for both osteoporosis (Prolia®) and cancer-related bone diseases (XGEVA®). Dr. Lacey received a B.A. degree in biology and an M.D. degree from the University of Colorado School of Medicine.

University of California, Berkeley, where he co-founded the university’s Functional Genomics Laboratory. Dr. Serafini left academia to co-found and serve as an executive officer of Renovis, Inc., eventually a publicly held company. He subsequently held the position of Chief Scientific Officer at Nuon Therapeutics, Inc., before founding Atreca.

Dr. Serafini was selected to serve on our Board of Directors because of his scientific knowledge and acumen as well as the experience he brings as our founder and former Chief Executive Officer.

Ms. Ball has served as a member of our Board of Directors since May 2020. Ms. Ball has served as the Chief Executive Officer of Antiva Biosciences, Inc., a private biopharmaceutical company, since April 2023. Ms. Ball served as Chief Executive Officer of Soteria Biotherapeutics, Inc. from September 2020 to August 2022 and has served as a member of its board of directors since September 2020. From September 2017 to March 2020, Ms. Ball served as Senior Vice President, Corporate Strategy and Chief Financial Officer of Menlo Therapeutics, Inc., a publicly listed biopharmaceutical company which merged with Foamix in 2020. From November 2012 to October 2016, Ms. Ball served as Chief Financial Officer and Senior Vice President of Relypsa, Inc., a publicly listed pharmaceutical company acquired by Galenica in 2016. Prior to Relypsa, Ms. Ball held various other finance roles in the life sciences industry including Senior Vice President of Finance & Administration and Chief Financial Officer of KAI Pharmaceuticals, Inc. (acquired by Amgen), Vice President of Finance at Exelixis, Inc., and senior manager in Ernst & Young’s life sciences audit practice. Previously, Ms. Ball served on the board of directors of Forty Seven, Inc. from 2018 – 2020, a clinical-stage biotechnology company acquired by Gilead Sciences, Inc. Ms. Ball received a B.S. from Babson College.

Ms. Ball was selected to serve on our Board of Directors because of her life sciences industry experience as well as her extensive background focused primarily on finance, corporate development and strategic planning.

Mr. Berger has served as a member of our Board of Directors since October 2014. Mr. Berger is a consultant to biotechnology industry participants, including major biopharmaceutical firms, mid- capitalization biotechnology companies, specialist asset managers and venture capital companies, providing business development, strategic, financing, partnering, and royalty acquisition advice. Mr. Berger is also a biotechnology industry analyst with over 25 years of experience in capital markets and financial analysis. Mr. Berger worked at Sectoral Asset Management Inc. as a founder of the small-cap focused NEMO Fund from 2007 through June 2008. From May 1998 to March 2003, he served at J.P. Morgan Securities LLC, most recently as Managing Director, Equity Research and Senior Biotechnology Analyst. Previously, Mr. Berger served in similar capacities at Salomon Smith Barney Inc. and Josephthal & Co. Mr. Berger also serves on the board of directors of Atea Pharmaceuticals, Inc., BELLUS Health, Inc., ESSA Pharma Inc., Kezar Life Sciences, Inc. and Rain Therapeutics, Inc., each of which is a public biotechnology company. Mr. Berger previously served as a member of the board of directors of Five Prime Therapeutics, Inc., from September 2010 until their merger with Amgen in April 2022, Proteostasis Therapeutics, Inc., from February 2016 until their merger with Yumanity Therapeutics in December 2020, Tocagen, Inc., from October 2014 until their merger with Forte Biosciences in June 2020, BioTime, Inc., from May 2013 until March 2014, and Seattle Genetics, Inc., from June 2004 until May 2014, each of which was a public company during Mr. Berger’s service as a director. Mr. Berger received a B.A. in International Relations and an M.A. in International Economics, both from Johns Hopkins University, and an M.B.A. from Harvard Business School.

Mr. Berger was selected to serve on our Board of Directors because of his financial background and experience as an equity analyst in the biotechnology industry combined with his experience serving on the boards of directors of multiple public companies.

One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee (“Audit Committee”) has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors legal matters and compliance with legal and regulatory requirements regarding the Company’s financial statements and accounting or other policies. Our Nominating and Corporate Governance Committee (“Nominating and Corporate Governance Committee”) monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee (“Compensation Committee”) assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. It is the responsibility of the Board committee Chairs to report findings regarding material risk exposures to the Board as quickly as possible. In addition, the Board meets with certain members of our executive team, including the heads of our business, compliance and regulatory functions, who discuss the risks and exposures involved in their respective areas of responsibility as well as any developments that could impact our risk profile or other aspects of our business.

The Board of Directors held six meetings during 2022. All directors attended 75% or more of the aggregate number of meetings of the Board and of the Board committees on which he or she served during the portion of 2022 that each such director served on the Board or such committees. Although the Company has no formal policy regarding attendance by members of our Board at the Company’s annual meeting of stockholders, a majority of the members then serving attended the 2022 Annual Meeting of Stockholders held on June 8, 2022.

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board also has a Research and Development Committee, which is an advisory committee.

The following table provides membership and meeting information for each of the Board committees for the year ended December 31, 2022:

Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board of Directors has determined that, except as specifically described below, each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Stockholders and other interested parties who wish to communicate with the non-management or independent members of our Board may do so by letters addressed to the attention of our General Counsel and Corporate Secretary. All communications are reviewed by the General Counsel and Corporate Secretary and are routed to the appropriate member(s) of the Board.

The Audit Committee is composed of three directors: Ms. Ball and Messrs. Berger and Brady. Mr. Berger is the Chair of the Audit Committee. The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act, for the primary purpose of discharging the responsibilities of our Board of Directors with respect to our corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm. Specific responsibilities of our Audit Committee include:

reviewing related person transactions;

establishing insurance coverage for the Company’s officers and directors;

overseeing the preparation of the Audit Committee report required in the Company’s annual proxy statement, reviewing with management the Company’s financial statements to be included the Company’s quarterly reports to be filed with the SEC, and reviewing with management the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures in the Company’s periodic reports filed with the SEC;

obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes our internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and

approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

The Board has adopted a written Audit Committee charter that is available on the “Investors & Media” section of our website at https://ir.atreca.com/corporate-governance/documents-and-charters.

The Board of Directors reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that each Audit Committee member satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3(b)(1) of the Exchange Act and qualifies as an “audit committee financial expert” within the meaning of SEC regulations. In arriving at these determinations, our Board of Directors has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2022 with management of the Company. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

reviewing and recommending to the Board, or reviewing and approving, the compensation of our Chief Executive Officer, other executive officers and senior management;

reviewing and recommending to our Board the compensation paid to our directors;

selecting compensation consultants, independent legal counsel and other advisors;

administering our equity incentive plans and other benefit programs;

reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management; and

Specific responsibilities of our Nominating and Corporate Governance Committee include:

The following table sets forth information regarding the compensation earned or paid to our non- employee directors during the year ended December 31, 2022. John A. Orwin, our President and Chief Executive Officer, and Tito A. Serafini, our Chief Strategy Officer, are also members of our Board of Directors, but did not receive any compensation for service as a director. The compensation of Mr. Orwin and Dr. Serafini, as named executive officers (“NEOs”), is set forth below under “Executive Compensation — Summary Compensation Table.”

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards granted during the year ended December 31, 2022, computed in accordance with FASB ASC Topic 718. This amount does not reflect the actual economic value that may be realized by the director upon the exercise of the stock options or the sale of the Class A common stock underlying such stock options.

Dr. Robinson is party to an amended and restated consulting agreement with us pursuant to which Dr. Robinson provides consulting services to us in the field of research and development of diagnostics, biologic therapeutics and paired diagnostics and biologic therapeutics and receives an annual consulting fee of $250,000, payable in quarterly installments.

The following table lists the aggregate number of shares with respect to the outstanding option awards held by each of our non-employee directors as of December 31, 2022:

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2022 and December 31, 2021, by Withum, the Company’s principal accountant.

As described above, on July 15, 2021, OUM combined its operations with Withum’s operations and certain professional staff and partners of OUM joined Withum as employees or partners. The following tables present the aggregate fees billed by OUM to us for the year ended December 31, 2021.

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, Withum. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit, case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Withum is compatible with maintaining the principal accountant’s independence.

This information is based solely on a Schedule 13G filed with the SEC on February 14, 2020. Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker, and Julian C. Baker each reported sole voting power and sole dispositive power with respect to all shares of Class A common stock beneficially owned, consisting of 3,223,030 shares of Class A common stock held of record by Baker Brothers Life Sciences, L.P. and 309,730 shares of Class A common stock held of record by 667, L.P. The principal business address of Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker, and Julian C. Baker is: c/o Baker Bros. Advisors L.P., 860 Washington Street, 3rd Floor, New York, NY 10014.

This information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2022. Boxer Capital, LLC, Boxer Asset Management Inc., and Joe Lewis each reported shared voting power and shared dispositive power of 2,202,333 shares of Class A common stock. The business address of Boxer Capital, LLC is 11782 El Camino Real, Suite 320, San Diego, California 92130. The principal business address of Boxer Asset Management Inc. and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.

Includes (a) 36,792 shares of Class A common stock issuable pursuant to RSUs vesting within 60 days after April 1, 2023; (b) 6,000 shares of Class A common stock and (c) 1,332,309 shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

Includes (a) 228,875 shares of Class A common stock held of record by Tito A. Serafini and Marya A. Postner Trustees or Successor Trustee, of the Serafini/Postner Revocable Trust U/A/D 2/8/98, (b) 50,000 shares of Class A common stock held of record by Tito A. Serafini and Marya Postner, Trustees of the Serafini/Postner Irrevocable Remainder Trust, (c) 13,454 shares of Class A common stock held of record by Tito Serafini issuable pursuant to RSUs vesting within 60 days after April 1, 2023 and (d) 440,166 shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of April 1, 2023.

Includes (a) 49,654 shares of Class A common stock held of record by Atwood-Edminster Trust dtd 4/2/00 and (b) 69,244 shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

All shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

Includes (a) 97,808 shares of Class A common stock and (b) 56,744 shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

All shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

All shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

All shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

Includes (a) 368,948 shares of Class A common stock and (b) 83,792 shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

All shares of Class A common stock issuable pursuant to a stock option exercisable within 60 days of April 1, 2023.

Includes (a) 876,303 shares of Class A common stock and (b) 2,804,882 shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of April 1, 2023.

Ms. Phillips has served as our General Counsel since June 2019, and as our Corporate Secretary since July 2019. Prior to Atreca, from November 2017 through May 2019, Ms. Phillips was the Vice President of Corporate Law at Global Blood Therapeutics, Inc., a biotechnology company, where she led a broad range of legal activities prior to the company’s commercialization of its first product. From December 2013 through March 2017, Ms. Phillips was Senior Counsel and then Vice President and Associate General Counsel at Relypsa, Inc., a biotechnology company, where she led a wide variety of legal matters from the company’s IPO through commercialization of its first product and acquisition by Galenica. From December 2011 through May 2013, Ms. Phillips was Corporate Counsel at Affymax, Inc., a biotechnology company. Prior to Affymax, Ms. Phillips was a corporate attorney at the law firms of Morrison Foerster LLP and Reed Smith LLP where she represented biotechnology and technology companies in corporate governance and securities law matters, mergers and acquisitions, and equity financings. Ms. Phillips holds a J.D. from Georgetown University Law Center and a B.A. from the University of California, Berkeley.

Dr. Gould has served as our Chief Scientific Officer since June 2022. Prior to Atreca, Dr. Gould served in various positions at Genentech from 2006 to May 2022 where he last served as Executive Director, Senior Principal, Translational Oncology and guided the overall strategy of the immune engager portfolio including managing budget, identifying, and pursuing external collaborations and corporate partnerships. In 2006, Dr. Gould served as the Senior Director, Oncology at Curis and various senior positions at Curis from 2000 to 2006. Dr. Gould contributed 6 clinical-stage molecules and 8 preclinical stage molecules to the

We qualify as a “smaller reporting company” as defined in SEC rules and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies with respect to executive compensation.

The following table sets forth information regarding compensation awarded to or earned by our NEOs during the year ended December 31, 2022 and December 31, 2021.

The following table shows certain information regarding outstanding equity awards at December 31, 2022 for our NEOs.

For the purposes of the Orwin Employment Agreement, “Cause” means Mr. Orwin’s (a) commission of any felony or crime involving dishonesty; (b) participation in any fraud against the Company; (c) material breach of his duties to the Company; (d) intentional damage to any property of our company; (e) misconduct, or other violation of our policy that causes harm; (f) breach of any written agreement with our company; and (g) conduct which in the good faith and reasonable determination of our Board of Directors demonstrates gross unfitness to serve.

For the purposes of the Orwin Employment Agreement, “Good Reason” means (a) a material reduction in Mr. Orwin’s base salary, which the parties agree is a reduction of at least 10% of Mr. Orwin’s base salary (unless pursuant to a salary reduction program applicable generally to our company’s similarly situated employees); (b) a material reduction in Mr. Orwin’s duties (including responsibilities or authorities); provided, however, that, solely following a change of control, a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless Mr. Orwin’s new duties are materially reduced from his prior duties; or (c) a relocation of Mr. Orwin’s principal place of employment to a place that increases Mr. Orwin’s one-way commute by more than 50 miles as compared to Mr. Orwin’s then-current principal place of employment immediately prior to such relocation.

For the purposes of the Orwin Employment Agreement, “Change of Control” means (i) any consolidation or merger by us with or into any other entity other than any consolidation or merger in which the shares of our capital stock immediately prior the consolidation or merger continue to represent a majority of the voting power of the surviving entity immediately after the consolidation or merger or (ii) any transaction or series of related transactions to which we are a party and in which more than 50% of our voting power is transferred, provided that a Change of Control does not include any transaction or series of transactions principally for bona fide equity financing purposes where we receive cash or in which any of our indebtedness is cancelled.

In June 2022, we entered into an employment agreement with Stephen E. Gould, Ph.D. (the “Gould Employment Agreement”), which provides for his at will employment as our Chief Scientific officer, with no specific term. The Gould Employment agreement provides for an annual base salary of $400,000 and an annual discretionary bonus of up to 40% of his base salary, the amount of which will be decided by our Board of Directors, the Compensation Committee, or our Chief Executive Officer, as applicable, in its sole discretion, based upon our and Dr. Gould’s achievement of objectives and milestones determined on an annual basis by our Board of Directors, the Compensation Committee, or our Chief Executive Officer, as applicable. On February 9, 2023, the Compensation Committee approved for the year ended December 31, 2023 an increase to Dr. Gould’s annual base salary to $450,000. Dr. Gould has also executed our standard form of employee confidential information and inventions assignment agreement, whereby he agrees to maintain confidentiality regarding any confidential information regarding the Company and assigns to the Company all intellectual property pertaining to the Company.

The Gould Employment Agreement provides for payments to be made to Dr. Gould upon certain qualifying terminations of his employment, including in connection with a Change of Control of the Company (as such term is defined in the Gould Employment Agreement and summarized below). Pursuant to the Gould Employment Agreement, if Dr. Gould (i) is terminated without Cause (as such term is defined in the Gould Employment Agreement and summarized below) and other than as a result of death or disability or (ii) resigns for Good Reason (as such term is defined in the Gould Employment Agreement and summarized below), in either case prior to the 30 day period prior to the closing of a Change of Control or more than twelve months following the closing of a Change in Control, then, provided that Dr. Gould signs, and does not subsequently revoke, a Separation Agreement (as such term is defined in the Gould Employment Agreement) and release of claims in favor of the Company, Dr. Gould will receive the following (which amounts reflect the Peer Benchmarking Adoption): (i) a severance payment equal to nine months of his base salary, (ii) payment by us of an amount equal to nine months of premiums under

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this Proxy Statement, below we describe transactions since January 1, 2021 to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed $120,000; and

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Our Related-Person Transactions Policy sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000, and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. A related person is any executive officer, director, or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by such persons. In reviewing and approving any such transactions, our Audit Committee is responsible for reviewing all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.

On September 5, 2018, we entered into a nominating agreement (the “Baker Brothers. Nominating Agreement”), with Baker Brothers Life Sciences L.P. and 667, L.P. (together, the “Baker Brothers”). Pursuant to the Baker Brothers Nominating Agreement, during the period beginning at the closing of our initial public offering until when Baker Brothers no longer beneficially own at least 3,333,333 shares of our common stock (subject to adjustment for stock splits, combinations, recapitalizations and similar transactions) (the “Nominating Agreement Period”), we will have the obligation to support the nomination of, and to cause our Board of Directors to include in the slate of nominees recommended to our stockholders for election, two individuals designated by Baker Brothers (each a “Baker Brothers Designee”), unless a majority of our disinterested directors reasonably and in good faith determines that a Baker Designee would not be qualified to serve as our director under law, rules of the stock exchange on which our shares are listed, our amended and restated bylaws, or any of our company policies. If a Baker Designee resigns his or her seat on our Board of Directors or is removed or does not become a director for any reason, the vacancy will be filled by the election or appointment of another designee of Baker Brothers as soon as reasonably practicable, subject to compliance with applicable laws, rules and regulations. Furthermore, during the Nominating Agreement Period, if there is no Baker Designee on our Board of Directors, we will have the obligation to invite two board of directors observer designees of Baker Brothers (the “Baker Observers”), to attend all meetings of our Board of Directors and all meetings of the committees of our Board of Directors as a nonvoting observer, subject to Baker Observers’ agreement to hold in confidence the information they receive as observers of our Board of Directors and committee meetings, as well as subject to their exclusion from our Board of Directors’ meetings to preserve our attorney-client privilege, to avoid conflicts of interest, if Baker Brothers is determined by our Board of Directors to be a competitor or other customary conditions. The Baker Brothers Nominating Agreement automatically terminates upon the earlier of when Baker Brothers, together with its affiliates, no longer beneficially owns at least 3,333,333 shares of our common stock or the consummation of our acquisition in a change of control transaction, as such terms are defined in our amended and restated certificate of incorporation.

On March 11, 2020, we entered into a registration rights agreement with Baker Brothers, pursuant to which Baker Brothers is entitled to certain resale registration rights with respect to shares of our Class A common stock held by Baker Brothers. Under the agreement, following a demand by Baker Brothers, we are obligated to file a resale registration statement on Form S-3, or other appropriate form, covering such common stock held by Baker Brothers, and to keep such registration statement effective until the earlier of (i) all registrable securities covered by the registration statement have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144 of the Securities Act (“Rule 144”), or (ii) all registrable securities covered by the registration statement otherwise cease to be considered registrable securities pursuant to the terms of the agreement. Under the agreement, Baker Brothers has the right to one underwritten public offering per calendar year, but no more than three underwritten public offerings in total, to effect the sale or distribution of its registrable securities, subject to specified exceptions, conditions and limitations. The agreement requires us to bear expenses incurred by us in effecting any registration pursuant to the agreement, and up to $50,000 of expenses per underwritten public offering for counsel for Baker Brothers, and also includes customary indemnification obligations in connection with registrations conducted pursuant to the agreement. The rights of Baker Brothers under the agreement terminate automatically upon the earlier to occur of the following events: (i) all registrable securities covered by the agreement have been sold pursuant to an effective registration statement; (ii) all registrable securities covered by the agreement have been sold by pursuant to Rule 144, or other similar rule; (iii) all registrable securities covered by the agreement may be resold without limitations as to volume or manner of sale pursuant to Rule 144; or (iv) 10 years after the date of the agreement.

We have engaged the law firm Cooley LLP (“Cooley”), to provide legal services to the Company. An immediate family member of Tito A. Serafini, one of our directors and our Chief Strategy Officer, is a partner of Cooley. During the years ended December 31, 2021 and 2022, we incurred and recorded approximately $0.7 million and $1.0 million, respectively, of legal expenses for services performed by Cooley.