UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

INTREXON CORPORATIONPrecigen, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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INTREXON CORPORATIONPRECIGEN, INC.

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

NOTICE OF 20192020 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 12, 201911, 2020

To Our Shareholders:

You are cordially invited to attend the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Intrexon Corporation (thePrecigen, Inc. (“Precigen,” “we,” “us,” “our,” or the “Company”) to be held at 9:00 a.m., Eastern Time, Wednesday,Thursday, June 12, 2019,11, 2020, at the Esperante Conference Center, 222 Lakeview Avenue, West Palm Beach, Florida 33401, for the following purposes:

As of the date of this notice, the Company haswe have not received no notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes, will be deemed authorized to receive notice on behalf of and to vote the shares represented by proxy or otherwise act on those matters in accordance with their business judgment.

The Board of Directors has fixed the close of business on April 16, 2019,24, 2020 as the record date for determining those shareholders entitled to notice of and to vote at the Annual Meeting. As permitted by rules adopted by the Securities and Exchange Commission, we are furnishing our Proxy Statement, 2018 Annual Report to Shareholderson Form10-K for the year ended December 31, 2019 (the “2019 Annual Report”), and proxy card over the internet to our shareholders. This means that our shareholders will receive

Your vote is very important to us. Please read the Proxy Statement and then, regardless of whether you planare able to attend the Annual Meeting, vote your shares as promptly as possible. Please see page 43 for information about voting by internet, telephone, mail, or in person at the Annual Meeting. Please note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directors, thenon-binding proposal regardingto approve the compensation of the named executive officers, the proposal to approveor the amendment to the 2013 Plan to increase the proposalnumber of shares of common stock which may be subject to approve the 2019 Incentive Plan forNon-Employee Service Providers, the proposal to approve the amendment to the Amended and Restated Articles of Incorporation, or the proposal to adjourn the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the amendment to the Amended and Restated Articles of Incorporation.awards thereunder by two million. You may revoke your proxy at any timeand change your vote by entering new instructions on either the telephone or internet voting system before the vote is taken11:59 p.m. Eastern Daylight Time on June 10, 2020, by delivering to the Company’s Corporate Secretary a written revocation, submitting a proxy with a later date before the polls close at the Annual Meeting, by delivering a written revocation to our Corporate Secretary such that it is received before the polls close at the Annual Meeting, or by voting your shares in person at the Annual Meeting, in which case your prior proxy will be disregarded.Meeting. Please note that voting in advance in any of the ways described will not prevent you from attending the Annual Meeting should you choose to do so. I hope that you will attend the Annual Meeting, but evenEven if you cannot, please vote your shares as promptly as possible.

We currently intend to hold our Annual Meeting in person on June 11, 2020. However, we are actively monitoring restrictions that federal, state, and local governments have imposed and may impose in connection with theCOVID-19 pandemic. In the event we determine it is not possible or advisable to hold our Annual Meeting in person on June 11, 2020, we will announce the decision to hold the meeting solely by means of remote communication online or to change the date of the Annual Meeting.

By Order of the Board of Directors,

DONALD P. LEHR

Corporate Secretary

Germantown, Maryland

April 30, 2019

TABLE OF CONTENTS

INTREXON CORPORATIONPRECIGEN, INC.

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

PROXY STATEMENT

20192020 Annual Meeting of Shareholders

This Proxy Statement and the accompanying proxy card are being furnished to you by the Board of Directors (the “Board”) of Intrexon CorporationPrecigen, Inc. to solicit your proxy to vote your shares at our 2019 Annual Meeting, of Shareholders (the “Annual Meeting”), or at any adjournments or postponements thereof. The Board has designated the Esperante Conference Center, 222 Lakeview Avenue, West Palm Beach, Florida 33401 as the place of the Annual Meeting. The Annual Meeting will be called to order at 9:00 a.m., Eastern Time, on Wednesday,Thursday, June 12, 2019. Unless11, 2020.

We currently intend to hold the context otherwise indicates, referenceAnnual Meeting in person. However, we are actively monitoring government restrictions that federal, state, and local governments have imposed and may impose in connection with theCOVID-19 pandemic. In the event we determine it is not possible or advisable to “Intrexon,” “we,” “us,” “our” orhold our Annual Meeting in person, we will announce the “Company”decision to hold the meeting solely by means Intrexon Corporation.of remote communication online.

On or about May 3, 2019,April 29, 2020, we will mailare mailing a notice to shareholders containing instructions on how to access the Proxy Statement, including the accompanying notice and form of proxy, and the 20182019 Annual Report, and on how to vote. These materials will beare being made available to you on the internet, however, we will promptly deliver printed versions of these materials to you by mail upon your request.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The Board asks that you vote on the matters listed in the Notice of 20192020 Annual Meeting of Shareholders, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card to our shareholders in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

Only holders of record of outstanding shares of our common stock at the close of business on April 16, 2019,24, 2020, are entitled to notice of and to vote at the Annual Meeting. At the close of business on April 16, 2019,24, 2020, there were 160,720,471170,656,834 outstanding shares of common stock. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card.

Votes may be cast by proxy or in person. A “majority” of votes cast means that more votes were cast “for” the proposal than “against.”Abstentions and brokernon-votes (described in Question 13 below)under “How are abstentions and brokernon-votes counted?” on page 5) are not considered as votes cast and will have no effect on the vote outcome for Proposals 1, 2, 3, 4, 5 and 7. However, abstentions and brokernon-votes will have the effect of a vote against Proposal 6.4. As it relates to the election of our directors, our Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes cast “against” his or her election than votes “for” his or her election must, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration. For more details regarding the director resignation policy, please see “Election of Directors” on page 18.17.

For the reasons set forth in more detail later in this Proxy Statement,THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTEthe Board unanimously recommends that you vote:

The deadline for voting via the internet or telephone is 11:59 p.m., Eastern Time, on June 11, 2019.10, 2020.

Yes. The Annual Meeting is open to all holders of our common stock as of the record date, April 16, 2019.24, 2020. You may attend the Annual Meeting and vote in person. However, even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy.

All shareholders must present a form of personal photo identification in order to be admitted to the meeting. In addition, if you are a street name shareholder and your shares are held in the name of a broker, bank, or other nominee, please bring with you a proxy, letter, or account statement from your broker, bank, or nominee confirming your ownership of Company common stock so that you can be admitted to the Annual Meeting. Cameras, recording devices, and other electronic devices are not permitted at the Annual Meeting.

Shareholders should specify their vote for each matter on the proxy or voting instruction. The proxies solicited by this Proxy Statement vest in the proxy holders voting rights with respect to the election of directors (unless the shareholder marks the proxy to withhold that authority) and on all other matters voted upon at the Annual Meeting.

Unless otherwise directed in the enclosed proxy card, the persons named as proxies therein will vote all properly executed, returned, andnot-revoked proxy cards or voting instruction cards (1)cards: (i) “FOR” the election

approve the compensation of the named executive officers, and the proposal to approve the amendment to the 2013 Plan, the proposal to approve the 2019 Incentive Plan forNon-Employee Service Providers, the proposal to approve the amendment to the Amended and Restated Articles of Incorporation, and the proposal to adjourn the Annual Meeting, if necessary. Under NYSE rules, thesePlan. These matters are not considered routine matters. However, the ratification of the appointment by the Audit Committee of PricewaterhouseCoopersDeloitte & Touche LLP is a routine matter under NYSE rules for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a street name shareholder whose shares of common stock are held with a bank, broker, or other nominee and you do not return your voting instructions, your bank, broker, or other nominee may vote your shares “FORfor” the ratification of the appointment of PricewaterhouseCoopersDeloitte & Touche LLP as our independent registered public accounting firm.Please return your proxy so your vote can be counted.

Only votes cast “for” or “against” are included in determining the votes cast with respect to any matter presented for consideration at the Annual Meeting. As described above, when brokers do not have discretion to vote or do not exercise such discretion, the inability or failure to vote is referred to as a “brokernon-vote.” Proxies marked as abstaining, and any proxies returned by brokers as“non-votes” on behalf of shares held in street name because beneficial owners’ discretion has been withheld as to one or more matters

The Board does not know of any other business that may be brought before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote on such matters as they, in their discretion, may determine.

We must receive proposals from shareholders intended to be presented at the 2020 Annual Meeting of Shareholders, on or before January 1, 2020, to be considered for inclusion in our Proxy Statement and form of proxy/voting instruction card for that meeting pursuantPursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (“Exchange(the “Exchange Act”), andwe must receive any proposals from shareholders intended for consideration atinclusion in the proxy statement for our 2021 Annual Meeting of Shareholders no later than 120 days before the anniversary date of the distribution of this Proxy Statement (i.e., December 28, 2020), provided, however, that meeting.if our 2021 Annual Meeting of Shareholders is held before May 12, 2021 or after July 11, 2021, we will announce a new required receipt date. Shareholders submitting such proposals are required tomust be the beneficial owners of shares of the common stock amounting to at least $2,000 in market value, and to have held such shares for at least one year prior to the date of submission.

Oursubmission of the proposal, and to continue to hold the required amount of shares through the date of the 2021 Annual Meeting. Holders of common stock who wish to have proposals submitted for inclusion in the proxy statement for our 2021 Annual Meeting of Shareholders should consult the applicable rules and regulations of the SEC with respect to such proposals, including certain information required to be in the proposal, the permissible number and length of proposals, and other matters governed by such rules and regulations, and should also consult our Amended and Restated Bylaws (the “Bylaws”).

The Bylaws also set forth the procedures a shareholder must follow to nominate directors or to bring other business before shareholder meetings. For a shareholder to nominate a candidate for director or bring other matters from the floor at the 20202021 Annual Meeting of Shareholders, we must receive notice of the nomination no earlier than the close of business on February 11, 2021 and no later than the close of business on March 14, 2020 and no earlier than February 13, 2020.2021. For the nomination of a candidate for director, the notice must describe various matters regarding the

CORPORATE GOVERNANCE

General

Our business and affairs are managed under the direction of the Board in accordance with the Virginia Stock Corporation Act, and our Amended and Restated Articles of Incorporation, and our Bylaws. Our Bylaws provide that the number of directors shall be fixed from time to time by the Board, but shall not be more than ten. The Board is currently comprised of the following individuals: Randal Kirk, Cesar Alvarez, Steven Frank, Vinita Gupta, Fred Hassan, Jeffrey Kindler, Dean Mitchell, Robert Shapiro, and James Turley. Each of our current directors and Dr. Helen Sabzevari, our Chief Executive Officer (“CEO”), are being nominated for election to the Board at the Annual Meeting. For more information regarding the members of ournominees for election to the Board, please see “NOMINEES FOR ELECTION AS DIRECTORS”“Nominees for Election as Directors” beginning on page 19.

Members of the Board are kept informed of our business through discussions with the Chairman and Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The corporate governance practices we follow are summarized below.18.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines (the “Corporate Governance Guidelines”) that set forth the practices of the Board with respect to the qualification, selection and election of directors, director orientation and continuing education, director responsibilities, Board composition and performance, director access to management and independent advisors, director compensation guidelines, management evaluation and succession, policies regarding the Lead Independent Director, meetings of thenon-management directors, the policy on communicating with thenon-management directors, and various other issues. A copy of our Corporate Governance Guidelines is available on our website athttp://investors.dna.cominvestors.precigen.com under the caption “Corporate Governance.“Governance.” A printed copy is available free of charge to any shareholder who requests it by contacting the Corporate Secretary in writing at Intrexon Corporation, 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

Board Standards of Independence

The Board setshas set forth our independence standards in our Corporate Governance Guidelines. The director independenceThese standards provide that a majority of the Board must be independent under the independence standards established by the Corporate Governance Guidelines and The Nasdaq Stock Market (“Nasdaq”) and the Securities and Exchange Commission (the “SEC”) as in effect from time to time. For a Board member or candidate for election to the Board to qualify as independent, the Board must determine that the person and his or her immediate family members do not have a material relationship with us (either directly or as a partner, shareholder, or officer of an organization that has a relationship with us) or any of our affiliates. Under the categorical standards adopted by the Board, a member of the Board is not independent if:

With the exception of Mr. Kirk, our Executive Chairman of the Board, and Chief Executive Officer,Dr. Sabzevari, our CEO, the Board has affirmatively determined that each member of the Board nominee is independent in accordance with the above standards.standards and applicable Nasdaq guidelines.

In determining that Mr. Alvarez is independent, the Board considered that Mr. Alvarez is the Senior Chairman of Greenberg Traurig, LLP (“Greenberg Traurig”). As discussed under “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,“Certain Relationships and Related Party Transactions,” Greenberg Traurig provides legal services to us from time to time for which it has received, and may continue to receive, customary fees. During 2018,2019, we paid Greenberg Traurig $768,105$222,557 for legal services, constituting less than five percent5% of Greenberg Traurig’s annual gross revenues. As the Senior Chairman, Mr. Alvarez does not participate in the provision of such services and does not materially benefit from the engagement, and his compensation from Greenberg Traurig is not based on such services provided to us. The Board has determined that this relationship is not material and that it does not impair Mr. Alvarez’s independence.

In determining that Mr. Turley is independent, the Board considered that Mr. Turley is the former Chairman and Chief Executive Officer of Ernst & Young LLP. From time to time, Ernst &Young provides valuation and technical accounting services to us, for which it receives customary fees. As Mr. Turley retired from Ernst & Young in June 2013, Mr. Turley does not participate in such services and does not materially benefit from the engagement. The Board has determined that this relationship is not material and that it does not impair Mr. Turley’s independence.

Board Meetings and Attendance at Annual Meeting of Shareholders

During fiscal year 2018, thereThere were 1218 meetings of the Board held either in person or by teleconference.teleconference in 2019. Each director attended at least 75 percent75% of the combined meetings of the Board and the committees on which he or she served during the year.year, except for Mr. Frank, who attended 72.2% of such meetings, including all regularly scheduled meetings. Our independent directors met in executive session without management at least quarterly.

Our Corporate Governance Guidelines provide that all directors are strongly encouraged to attend the Annual Meeting each year.all annual and special meetings of our shareholders. All members of ourthe Board at the time of the 20182019 Annual Meeting attended the Annual Meeting.

Board Leadership Structure

As providedspecified in the Corporate Governance Guidelines, the Board does not have a policy on whether the role of the ChiefCEO and Executive Officer and Chairman of the Board should be separate or, if it is to be separate, whether the Chairman should be selected from thenon-employee directors or be an employee. We currently operate with one individual,Currently, the roles are separate. Mr. Kirk servingcurrently serves as Executive Chairman and Dr. Sabzevari serves as CEO. Prior to Dr. Sabzevari assuming the role of CEO in January 2020 and Mr. Kirk becoming Executive Chairman, Mr. Kirk had served as Chairman of the Board and Chief Executive Officer. The Board appointed Mr. Kirk as Chairman of the Board insince February 2008 and Chief Executive Officer inCEO since April 2009. We believe that separating the Executive Chairman and CEO roles at this time allows us to efficiently develop and implement corporate strategy consistent with the Board’s oversight role while also facilitating strongday-to-day executive leadership.

The Board believes that because Mr. Kirk owns a significant percentage of our common stock and hasis well-situated to continue to serve as Executive Chairman because his unique and extensive experience and deep understanding of our business he is well-situatedas well as his broad business experience as CEO of, and significant investor in, multiple successful biotech companies enable him to lead and execute strategy and business plansdeliver strategic insight on key issues, to maximize shareholder value. The Board believes that combining the Chairman ofserve as a valuable bridge between the Board and Chief Executive Officer positions is the right corporate governance structure for us at this time because it most effectively utilizesmanagement, and to provide valuable leadership experience. Mr. Kirk’s extensive experienceresponsibilities include the following:

The Board established the position of Lead Independent Director in the Corporate Governance Guidelines.Guidelines to serve as a principal liaison between the independent directors and the Executive Chairman and the CEO as well as to coordinate the activities of the other independent directors. Mr. Shapiro currently serves as our Lead Independent Director. In his role as Lead Independent Director, Mr. Shapiro is in frequent contact with the Executive Chairman ofand the Board and Chief Executive OfficerCEO and is regularly consulted on material matters. The CompanyWe currently maintainsmaintain a significant majority of independent directors (Mr. Kirk isand Dr. Sabzevari are the onlynon-independent director)director nominees). The Lead Independent Director is elected by the independent directors and ensures that the Board operates independently of management, and that directors and shareholders have an independent leadership contact.

The responsibilities of the Lead Independent Director of the Board include the following:

Given our current circumstances and operating strategies, we believe having a combined Chairman of the Board and Chief Executive Officer, as well as having a Lead Independent Director and independent standing Board committees, is the most appropriate structure for our shareholders and the Company. We believe this structure demonstrates clear leadership to our employees, shareholders and other interested parties and eliminates the potential for redundancies and confusion. The Lead Independent Director protects the role of the independent directors by providing leadership to the independent directors and working closely with the Chairman of the Board and Chief Executive Officer.

As part of the Board’s annual assessment process, the Board evaluates our Boardthe Board’s leadership structure to ensure that it remains appropriate. The Board recognizes that there may be circumstances in the future that would lead it to separateagain combine the roles of Chief Executive OfficerCEO and Chairman of the Board or to have an independent Chairman, but believes that the absence of a policy requiring either the separation or combination of thethese roles of Chairman and Chief Executive Officer provides the Board with the flexibility to determine the best leadership structure.

The Board’s Role in Risk Oversight

The Board is responsible for our risk oversight, and each committee of the Board is responsible for risk oversight within such committee’s area of responsibility and regularly reports to the Board.Board regarding the same. Management is responsible for our risk management, including providing oversight and monitoring to ensure our policies are carried out and processes are executed in accordance with our performance goals and risk tolerance. On a regular basis, our management team identifies, discusses, and assesses financial risk from current macro-economic,macro-

economic, industry, and company perspectives. Our management team also provides regular reports to the Board and its committees on areas of our material risk, to the Company, including operational, financial, legal, and regulatory as well as strategic and reputational risks.

The Audit Committee appoints, compensates, oversees, and evaluates the performance of our independent registered public accounting firm for each fiscal year and approves the audit andnon-audit fees we pay to such firm. The Audit Committee also reviews the scope and the results of the work of the independent registered public accounting firm and reviews the adequacy of internal control over financial reporting. The functions and responsibilities of the Audit Committee are further described in the “Audit Committee Report” on page 32.

The Audit Committee has adopted a written policy for the provision of audit services and permittednon-audit services by our independent registered public accounting firm. Our Chief Financial Officer has primary responsibility to the Audit Committee for administration and enforcement of this policy and for reportingnon-compliance. Under the policy, our Audit Committee receives a presentation of an annual budget and plan for audit services and for any proposed audit-related, tax or othernon-audit services to be performed by the independent registered public accounting firm, but management may, from time to time, seek approval of certain additional audit ornon-audit services not provided for in the budget.30.

Compensation Committee

The members of ourthe Compensation Committee are Messrs. Hassan, Kindler, and Turley. Mr. Turley is the chair of the Compensation Committee. During 2018, our2019, the Compensation Committee met fivenine times. The Compensation Committee’s responsibilities include, among other things:others:

The Board has determined that the members of the Compensation Committee are“non-employee directors” (within the meaning of Rule16b-3 of the Exchange Act ) and “independent directors” (as defined under the applicable Nasdaq listing standards and our Corporate Governance Guidelines as discussed above under “CORPORATE GOVERNANCE — Board Standards of Independence” on page 8).

Governance Committee met four times during fiscal year 2018.three times. The Nominating and Governance Committee’s responsibilities include, among other things:others:

The Board has determined that all members of the Nominating and Governance Committee are “independent” within the meaning of the listing standards of Nasdaq and the independence standards set by the Board as discussed in the section entitled “CORPORATE GOVERNANCEabove in“Corporate Governance — Board Standards of Independence” on page 8.7.

operate. We will consider, in identifying first-time candidates, assessing nominees for director (including incumbent directors), or evaluating individuals recommended by shareholders, the current composition of the Board in light of the diverse communities and geographies we serve and the interplay of the candidate’s or nominee’s diverse individual experience, education, skills, background, and other qualities and attributes with those of the other Board members. The Nominating and Governance Committee and Board monitor the Board’s effectiveness through the Board’s self-evaluation process. As described under “NOMINEES FOR ELECTION AS DIRECTORS”“Nominees for Election as Directors” beginning on page 19,18, the Nominating and Governance Committee and the Board believe that the current composition of the Board reflects a group of highly talented individuals with diverse backgrounds, skills, professional, and industry experience, and other personal qualities and attributes best suited to perform oversight responsibilities for us and our shareholders.

Ad Hoc Committees

In February 2019, we announced that we were evaluating equitization and monetization events for our subsidiaries, as well as considering which of our business units would find higher values independent of our Company. We subsequently announced in April 2019 that we were working to realign our operations in an effort to better deploy resources, realize inherent synergies, and position us for growth with a core focus on healthcare. As we considered potential alternatives for our assets, the Board considered that it was possible that Mr. Kirk or entities affiliated with Mr. Kirk would be interested in transactions with the Company that would constitute related party transactions. In July 2019, the Board created a temporary committee of the Board (the “Special Review Committee”) to review prospective acquisitions by affiliates of Mr. Kirk of Company assets in connection with the realignment. In particular, the Special Review Committee was formed in order to avoid conflicts of interest, to take necessary steps to comply with our policies with respect to transactions with related persons, and to ensure that any related transactions would be in the best interests of our Company and our shareholders. The Board authorized the Special Review Committee to engage counsel and other advisors as it deemed appropriate in carrying out its shareholders.duties. The Special Review Committee was initially comprised of Mr. Alvarez, Mr. Turley, and Mr. Shapiro. In August 2019, Mr. Alvarez was replaced by Mr. Mitchell. In 2019, the special committee met 23 times, and engaged both financial and legal advisors.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics (the “Code”) that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The codeCode covers a broad range of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as adherence to all laws and regulations applicable to the conduct of our business. In 2019, we amended the Code to include additional requirements related to confidentiality and other notification requirements in relation to our policy on conflicts of interest, and to update our gift policy, among other changes.

A copy of the codeCode is available on our website athttp://investors.dna.cominvestors.precigen.comunder the caption “Corporate Governance.“Governance.” If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethicsCode for any officer or director, we intend to satisfy the disclosure requirement under Item 5.05 of Form8-K by disclosing the nature of such amendment or waiver on our website or in a current reportCurrent Report on Form8-K.

Political Contributions

In general, it is not our practice to make financial orin-kind political contributions with corporate assets, even when permitted by applicable law. We comply with all applicable state and federal laws related to the disclosure of lobbying activities.

Communications with the Board

ShareholdersWe have established a policy pursuant to which shareholders wishing to communicate with ourthe Board of Directors may do so by writing to the Board, the Executive Chairman, the Lead Independent Director, or thenon-employee directors of the Board as a group, at: Intrexon Corporation,Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876; Attn: Corporate Secretary.

The communication must prominently display the legend “BOARD COMMUNICATION” in order to indicate to the Corporate Secretary that it is a communication for the Board. Upon receiving such a communication, the Corporate Secretary will promptly forward the communication to the relevant individual or group to which it is addressed. The Board has requested that certain items that are unrelated to the Board’s duties and responsibilities be excluded, such as spam, junk mail and mass mailings, resumes, and other forms of job inquiries, surveys, and business solicitations or advertisements.

The Corporate Secretary will not forward any communication determined in his or her good faith belief to be frivolous, unduly hostile, threatening, illegal, or similarly unsuitable. Each communication subject to this policy that was not forwarded because it was determined by the Corporate Secretary to be frivolous is retained for a reasonable period of time in the Company’sour files and made available at the request of any member of the Board to whom such communication was addressed.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth information regarding beneficial ownership of our share capital as of March 31, 20192020 by (1)(i) each of our directors, (2)(ii) each of our named executive officers, (3)(iii) all of our directors and executive officers as a group, and (4)(iv) each person, or group of affiliated persons, known by us to beneficially own more than five percent5% of our shares of common stock.

The percentage ownership information is based on an aggregate 160,615,416170,656,834 shares of common stock outstanding as of March 31, 2019.2020.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Intrexon Corporation,Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

PROPOSAL 1

ELECTION OF DIRECTORS

ITEM 1 ON PROXY CARDBackground

Background

OurUpon the recommendation of the Nominating and Governance Committee, the Board currently consists ofhas unanimously nominated our nine incumbent directors, all of whom were elected as directors by our shareholders at our 20182019 Annual Meeting of Shareholders. Our directorsShareholders, and our CEO, Dr. Sabzevari, for election to the Board at the Annual Meeting and to hold office until their successors have been elected and qualified or until thetheir earlier of their resignation or removal. The Board unanimously approved the nine persons named below as nominees for election to the Board at the Annual Meeting. Each of the nominees: (i) is currently a member of the Board, (ii) has been nominated for election at the Annual Meeting to hold office until the next Annual Meeting of Shareholders or, if earlier, the election of his or her respective successor and (iii)nominee has consented to being named as such and to serve as sucha director if elected.

Our Bylaws provide that, in uncontested director elections (i.e., an election where the number of nominees is not greater than the number of directors to be elected), a nominee for director will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. However, directors will be elected by a plurality of the votes cast at any meeting of the shareholders for which (i) the Corporate Secretary receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in the Bylaws and (ii) such nomination has not been withdrawn by such shareholder on or prior to the 10^th10th day preceding the date we first mail the notice of meeting for such meeting to the shareholders (i.e., if there is a contested director election). If directors are to be elected by a plurality of the votes cast, the shareholders may withhold votes, but will not be permitted to vote against a nominee.

Our Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes cast “against” his or her election than votes “for” his or her election must, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration. The Nominating and Governance Committee will then evaluate the best interests of the Company and will recommend to the Board whether to accept or reject the tendered resignation. Following the Board’s receipt of this recommendation and determination as to whether to accept the resignation, we will disclose the Board’s decision and an explanation of how the decision was reached.

There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with our Bylaws. Proxies solicited by the Board will be voted in favor of the nominees listed below unless otherwise specified in the proxy. We know of no reason why the nominees would not be available for election or, if elected, would be unable to serve. While we do not anticipate that any of the nominees will be unable to serve, if any should be unable to serve, the proxy holders reserve the right to substitute another person designated by the Board.

Vote Required and Board Recommendation

Each director nominee must receive the affirmative vote of a majority of the votes cast in order to be elected. As this proposal is not considered a “routine item,” your bank, broker, or other nominee cannot vote your shares without receiving your voting instructions. Abstentions and brokernon-votes will not count “for” or “against” the election of any nominee.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE PROPOSED DIRECTOR NOMINEES LISTED.

NOMINEES FOR ELECTION AS DIRECTORSNominees for Election as Directors

Set forth below is information for each nominee concerning the individual’s age, principal occupation, employment and directorships during the past five years, positions with the Company, the year in which he or she first became a director ofjoined the CompanyBoard, and his or her term of office as a director. Also set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that, in light of our business and structure, each nominee should serve as a director.

DIRECTOR COMPENSATION

Non-Employee Director Compensation

The compensation of ournon-employee directors is established by ourthe Compensation Committee.Committee and the Board. This compensation is periodically reviewed by the committee based on market practice information provided by our outside compensation consultant, F. Daniel Siciliano, to ensure continued alignment with company goals and shareholder interest. Under our current policy, adopted in December 2017, ournon-employee directors receive the compensation set forth in the table below. We also reimburse ournon-employee directors for reasonableout-of-pocket expenses incurred in connection with attending our Board and committee meetings.

Equity Ownership for Board of Directors

The Board believes that directors should hold meaningful equity ownership positions in the Company to help align the interests of directors with those of shareholders. Under our stock ownership guidelines for directors,non-employee directors are expected to be beneficial owners of shares of our common stock in the Company with a market value equivalent to at least five times the amount of annual cash retainer fees (not including any additional retainer for service as a Committee Chair or Lead Independent Director, and as adjusted

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 ON PROXY CARD

Background

After consideration of the firm’s qualifications and past performance, the Board, through the Audit Committee, has appointed PricewaterhouseCoopersDeloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2020.

On September 10, 2019, the Audit Committee dismissed PricewaterhouseCoopers LLP also served(“PwC”) as our independent registered public accounting firm, and on September 13, 2019, Deloitte was engaged as our independent registered public accounting firm for the fiscal year ended December 31, 2018 and2019, in each case effective immediately. The Audit Committee has servedagain selected Deloitte as our auditor since 2006. Pursuant to its charter,independent registered accounting firm for the Audit Committeeyear ending December 31, 2020 and believes that the retention of our Board approved in advance each professional service performed by PricewaterhouseCoopers LLP duringDeloitte for the 2020 fiscal year 2018 and considered the possible effect of the provision of such service on the auditors’ independence. Information relating to fees paid to PricewaterhouseCoopers LLP over the past two years is set forth in the table below.best interest of us and our shareholders.

Under the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder, the Audit Committee is solely responsible for the selection, appointment, compensation, and oversight of the work of our independent registered public accounting firm. Although submission of the appointment of an independent registered public accounting firm to shareholders for ratification is not required by law, the Board considers the appointment of our independent registered public accounting firm to be an important matter of shareholder concern and is submitting the appointment of PricewaterhouseCoopers LLPDeloitte for ratification by our shareholders, as a matter of good corporate practice. One or more representatives of PricewaterhouseCoopers LLPDeloitte are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and to be available to respond to appropriate questions.

If shareholders do not ratify the selection of PricewaterhouseCoopers LLP,Deloitte, the BoardAudit Committee may, but is not required to, reconsider its selection if the shareholders’ action so warrants. Even if the selection is ratified, the Audit Committee, exercising its own discretion, may select different auditors at any time during the year if it determines that such a change would be in our best interests and in the best interests of our shareholders.

Required Vote and Board Recommendation

The affirmative vote of a majority of the votes cast on the matter is required for the approval of this item. As this proposal is considered a “routine item,” your bank, broker, or other nominee may vote your shares “FOR”“for” the proposal without receiving your voting instructions. Abstentions and brokernon-votes will not count either in favor of or against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERSDELOITTE & TOUCHE LLP.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees

The following table summarizes the aggregate fees of PricewaterhouseCoopers LLP, our independent registered public accounting firm, billed to usby Deloitte for the fiscal yearsyear ended December 31, 20182019 and, 2017 for audit and other services:comparison purposes, the aggregate fees billed by PwC for the fiscal year ended December 31, 2018:

Audit Fees. Audit fees include professional services rendered by PricewaterhouseCoopers LLPour independent auditors for the audit of our annual financial statements, including the reviews of the financial statements included in our quarterly reports on Form10-Q. This category also includes fees for assistance with complex accounting transactions, fees for audits provided in connection with subsidiaries and statutory filings or services that generally only the principal auditor can reasonably provide to a client, and consents and assistance with and review of documents filed with the SEC. In 2018, audit fees included fees for audits of certain subsidiaries, including statutory filings and also fees to support our convertible debt financing in July 2018.

Audit-Related Fees. Audit-related fees consist of amounts for assurance and related services for expanded audit procedures and reporting consultations for recent accounting pronouncements to be adopted.

Tax Fees. Tax fees include original and amended tax returns, studies supporting tax return amounts as may be required by Internal Revenue Service regulations, claims for refunds, assistance with tax audits and other work directly affecting or supporting the payment of taxes, planning, research, and advice supporting our efforts to maximize the tax efficiency of our operations for fiscal years 2018operations. Tax fees in 2019 were billed by PwC and 2017.are therefore not shown in the table.

All Other Fees. All other fees are fees for products or services other than those in the above three categories. In fiscal years 2019 and 2018, and 2017, PricewaterhouseCoopers LLPour independent auditors did not provide any services other than those described above.

Pre-Approval Policy

The Audit Committee has adopted a written policy for the provision of audit services and permittednon-audit services by our independent registered public accounting firm. Our Chief Financial Officer has primary responsibility to the Audit Committee for administration and enforcement of this policy and for reportingnon-compliance. Under the policy, ourthe Audit Committee receives a presentation of an annual budget and plan for audit services and for any proposed audit-related, tax, or othernon-audit services to be performed by the independent registered public accounting firm, but management may, from time to time, seek approval of certain additional audit ornon-audit services not provided for in the budget. Rule2-01 of RegulationS-X provides an exception to the requirement forpre-approval ofnon-audit services forde minimis amounts under certain circumstances. Our policy does not include thede minimis exception, and during fiscal years 2019 and 2018, nonon-audit services were performed pursuant to thede minimis exception.

Additional Information Regarding Change of Independent Registered Accounting Firms

The audit reports of PwC on our financial statements as of and for the years ended December 31, 2018 and 2017 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report on our consolidated financial statements as of and for the year ended December 31, 2018 included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through September 10, 2019, there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) ofRegulation S-K and the related instructions, between us and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference in connection with their opinion to the subject matter of the disagreement.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through September 10, 2019, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) ofRegulation S-K, except that during the second quarter of 2018, we identified a material weakness in our internal control over financial reporting in connection with our adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. This control deficiency resulted in the misstatement of accumulated deficit, deferred revenue, and collaboration and licensing revenues, and restatement of our consolidated financial statements for the quarter ended March 31, 2018. We concluded that the material weakness had been remediated as of December 31, 2018. The Committee discussed the material weakness with PwC, and we authorized PwC to respond fully to the inquiries of Deloitte concerning the material weakness.

During the fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through September 13, 2019, we did not, nor did anyone on our behalf, consult Deloitte with respect to: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of RegulationS-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of RegulationS-K).

AUDIT COMMITTEE REPORT

In accordance with the Audit Committee Charter, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the integrity of theour accounting, auditing, and financial reporting practices of the Company.practices. During the fiscal year ended December 31, 2018,2019, the Audit Committee met 1917 times. The Audit Committee reviewed and discussed the interim financial information contained in the Company’sour Quarterly Reports on Form10-Q with our Chief Financial Officer, our Chief Legal Officer, and the independent registered public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firmDeloitte required byunder the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’sDeloitte’s communications with the Audit Committee concerning independence, and has discussed with theour independent registered public accounting firm the independent registered public accounting firm’sits independence. The Audit Committee also discussed with management the quality and adequacy of the Company’sour internal controls. The Audit Committee reviewed with the independent registered public accounting firmDeloitte their audit plans, audit scope, and identification of audit risks.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the Company’sour independent registered public accounting firm. The Audit Committee oversees the Company’sour financial reporting process on behalf of the Board. The Company’sOur management has primary responsibility for the financial statements and reporting process, including the Company’sour internal control over financial reporting. The independent registered public accounting firmDeloitte is responsible for performing an integrated audit of the Company’sour financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board.PCAOB.

The Audit Committee reviewed and discussed with Deloitte the independent registered public accounting firm all communicationsmatters required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 1301 (“Communication with Audit Committees”) as adoptedto be discussed by the Public Company Accounting Oversight Boardapplicable requirements of the PCAOB and the SEC, and, with and without management present, discussed and reviewed the results of the independent registered public accounting firm’sDeloitte’s audit of the financial statements. The Audit Committee also considered, as it determined appropriate, tax matters, and other areas of financial reporting and the audit process over which the Audit Committee has oversight.

The Audit Committee reviewed and discussed theour audited financial statements of the Company as of and for the fiscal year ended December 31, 2018,2019 with management and the independent registered public accounting firm.Deloitte. Management has the responsibility for the preparation of the Company’sour financial statements and the independent registered public accounting firmDeloitte has the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm,Deloitte, the Audit Committee recommended to the Board that the Company’sour audited financial statements be included in its Annual Report on Form10-K for the fiscal year ended December 31, 2018,2019, for filing with the SEC.

In connection with the evaluation, appointment, and retention of the independent auditors, the Audit Committee annually reviews the qualifications, performance, and independence of the independent auditor, and lead engagement partner, and assures the regular rotation of the lead engagement partner as required. In doing so, the Audit Committee considers a number of factors including, but not limited to: quality of services provided; technical expertise and knowledge of the industry; effective communication; and objectivity. The Audit Committee also considers whether thenon-audit services provided by Deloitte are compatible with maintaining Deloitte’s independence. The Audit Committee reappointed PricewaterhouseCoopers LLPDeloitte, subject to shareholder ratification, as the Company’sour independent registered public accounting firm for the fiscal year ending December 31, 2019.2020.

THE AUDIT COMMITTEE

Jeffrey Kindler, Chair

Dean Mitchell

Robert Shapiro

PROPOSAL 3

NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF THE

NAMED EXECUTIVE OFFICERS

ITEM 3 ON PROXY CARDGeneral

General

OurThe Board has determined to provide our shareholders the opportunity to vote each year to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. The compensation of our named executive officers is described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 5043 to 7853 of this Proxy Statement.

The Compensation Committee designs our executive compensation program to attract, motivate, and retain executive officers who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of our near-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executives with those of our shareholders.

Our compensation program reflects competition and bestreasonable practices in the marketplace. The mix of compensation components is competitive with that of other companies of similar size and operational characteristics, links compensation to individual and corporate performance and encourages stock ownership by senior management. Based on its review of the total compensation of our named executive officers for fiscal year 2018,2019, the Compensation Committee believes that the total compensation for each of the named executive officers is reasonable and effectively achieves the objective of aligning compensation with performance measures directly related tothe achievement of our financial goals and creation of shareholder value without encouraging our named executive officers to take unnecessary or excessive risks.

The Compensation Discussion and Analysis section of this Proxy Statement and the accompanying tables and narrative provide a comprehensive review of our named executive officer compensation objectives, program, and rationale. We urge you to read this disclosure before voting on this proposal.

Pursuant to Section 14A of the Exchange Act, ourthe Board is requesting shareholders approve an advisory vote on the following resolution:

“RESOLVED, that our shareholders approve, on anon-binding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement for the 20192020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, the other related tables and the accompanying narrative.”

As an advisory vote, your vote on this proposal will benon-binding on the Board. However, the Board values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as it deems appropriate.

The Company seeksWe seek shareholder approval of the Company’sour executive compensation on an annual basis. The next opportunity for our shareholders to approve on anon-binding basis the compensation of our named executive officers will be at our 20202021 Annual Meeting.

Vote Required and Board Recommendation

The affirmative vote of a majority of the votes cast on the matter is required for the approval of this item. As this proposal is not considered a “routine item,” your bank, broker, or other nominee cannot vote your shares without receiving your voting instructions. Abstentions and brokernon-votes will not count either in favor of or against the proposal.

PROPOSAL 4

APPROVAL OF AN AMENDMENT TO THE

PRECIGEN, INC. AMENDED AND RESTATED INTREXON CORPORATION 2013 OMNIBUS INCENTIVE PLAN

ITEM 4 ON PROXY CARD

Overview

The Board requests that shareholders approve the proposed amendment (the “Amendment”) to the Amended and Restated Intrexon Corporation 2013 Omnibus Incentive Plan (the “2013 Plan”) to increase the number of shares of common stock authorized for issuancewhich may be subject to awards under the 2013 Plan by 5,000,0002,000,000 shares. Other than the increase in the number of shares authorized for issuancewhich may be subject to awards under the 2013 Plan that is reflected in the proposed Amendment, there are no other changes proposed to the 2013 Plan. A summary of the material terms of the 2013 Plan appears in “EQUITY COMPENSATION PLANS AND OTHER BENEFIT PLANS” beginning on page 66 and a copy of the 2013 Plan and the Amendment are attached as an appendix to this Proxy Statement, all of which are incorporated herein by reference.

Share Increase

The 2013 Plan was approved bybecame effective upon the shareholders shortly beforeclosing of our initial public offering in August 2013 and was approved by our shareholders at our 2014 Annual Meeting. Our shareholders have authorized additional shares for issuance pursuant to the 2013 Plan at each of our Annual Meetings since 2015.

Share Increase

The 2013 Plan has served as an important part of our overall compensation program.program since it became effective. The 2013 Plan enables us to grant equity-based compensation awards designed to provide an additional incentive for our officers, employees, andnon-employee directors and other service providers who are critical to the achievement of our long-term financial and strategic goals. We believe that the Amendment, which amends the 2013 Plan to increase by 5,000,0002,000,000 the number of shares of common stock authorized for issuance under the 2013 Plan,which may be subject to awards thereunder, supports our ability to attract, motivate, and retain the most competent and skilled officers, employees,non-employee directors, and other service providers, which is a significant factor for our long-term success. Awards made under the 2013 Plan, including annual cash incentive awards and long-term incentive equity grants, and grants of RSUs representing the salary of our Chief Executive Officer, are designed to align the individual interests of our officers, employees,non-employee directors, and other service providers with the interests of our shareholders and reward them for the creation of long-term shareholder value.

We believe that the number of shares currently available for issuance under the 2013 Plan may not be sufficient in view of our compensation structure and strategy and that the availability of the additional shares sought in this proposal will help us to continue to have a sufficient number of shares of common stock authorizedavailable for issuance of awards under the 2013 Plan. As a result, the Compensation Committee and the Board have approved the Amendment, subject to the approval of our shareholders at the Annual Meeting.

As of March 31, 2019,2020, there were options to purchase an aggregate of 11,312,74312,052,124 shares of common stock outstanding under the 2013 Plan at a weighted-average exercise price of $27.19$18.53 per share and a weighted-average remaining term of 6.916.94 years, 2,288,0172,891,634 RSUs outstanding under the 2013 Plan, and 2,561,2963,301,269 shares of common stock reserved for future issuance under the 2013 Plan, which is our only plan under which equity awards can currently be made to officers employees,non-employee directors and other service providers.employees. As of March 31, 2019,2020, all of our 616 employees were eligible to receive awards under the 2013 Plan, including tenfive executive officers. As of March 31, 2019,2020, eightnon-employee directors and all of our consultants were also eligible to receive awards under the 2013 Plan, although we currently only make awards tonon-employee directors and consultants under the 2019 Incentive Plan forNon-Employee Service Providers (the “2019 Plan”) and not the 2013 Plan. The granting of awards under the 2013 Plan is discretionary, and we cannot now determine the number or type of awards to be granted in the future to any particular person or group. As of March 31, 2020, the fair market value of our common stock was $3.40, which was the closing price of our common stock on that date on the Nasdaq Global Select Market.

In making the recommendation to increase the 2013 Plan’s share reserve by an additional 5,000,0002,000,000 shares, we considered a number of factors, including:

Importance of Long-Term Equity Incentives. Long-term equity incentives are an important component of our executive compensation program, motivating officers and employees,non-employee directors, and other service

providers to make decisions that focus on creating long-term value for shareholders, aligning their interests with the interests of shareholders, and serving as an effective recruitment and retention tool.

Historical Burn Rate. We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation program with the dilution it causes our shareholders. As part of our analysis when considering the proposed share increase, we considered the 2013 Plan’s “burn rate,” or the number of shares subject to equity awards granted since our initial public offering in August 2013, divided by the weighted average number of shares outstanding for that period. We also considered that in 2018during the period from the beginning of 2019 through the end of the first quarter of 2020 we made equity grants from the 2013 Plan in connection with the following: leadership appointments to advance our efforts, inincluding the Company and withinappointment of our operating subsidiaries;CEO; the compensation of employees who we believe are critical to furthering our business strategy; equity grants in lieu of cash compensation; incentivizing our key officers and employees of the Company;employees; our former Services Agreement withentered into and effective as of November 1, 2015, between us and Third Security;Security that expired on January 1, 2020; and the RSUour former Restricted Stock Unit Agreement with Mr. Kirk.Kirk that expired on March 31, 2020 (the “RSU Agreement”). We believe these new hires and compensation decisions are critical to the development and strength of our senior management team to attract the experience and talent necessary to further implement our strategy.

Shareholder Value Transfer Test. When evaluating the appropriate number of shares to increase the share reserve under the 2013 Plan, we reviewed the shareholder value transfer of the proposed increase, calculated as the value of available shares and plan awards as a percentage of our market capitalization, and determined that the addition of 5,000,0002,000,000 shares to the 2013 Plan share reserve was reasonable and consistent with industry guidelines.

Expected Duration. We expect that the shares available for issuance pursuant to future awards, including the additional shares if this proposal is approved by our shareholders, will be sufficient for currently-anticipatedcurrently anticipated awards under the 2013 Plan for the foreseeable future. Expectations regarding future share usage could be impacted by a number of factors such as hiring and promotion activity at the executive level; the rate at which shares are returned to the 2013 Plan reserve upon awards’ expiration, forfeiture, or cash settlement; the future performance of our stock price; consequences of acquiring other companies;acquisitions or dispositions; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. If, however, the shareholders do not approve the Amendment to increase the number of shares reserved for issuance under the 2013 Plan, there may not be a sufficient number of shares of our common stock available to achieve our recruiting and retention objectives.

Text of the Amendment

The first paragraph of Section 6.02 of the 2013 Plan would be revised as follows:

“6.02Aggregate Limit

The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this Plan is20,000,00025,000,00025,000,00027,000,000 shares of Common Stock.”

options, or “ISOs”, andnon-qualified stock options, or “NQSOs,” and, collectively, “Options”), stock appreciation rights (“SARs”),SARs, restricted stock awards, (“or Restricted Stock Awards”), restricted stock units (“RSUs”),Awards, RSUs, incentive awards, (“or Incentive Awards”),Awards, other stock-based awards, (“or Stock Based Awards”)Awards, and dividend equivalents, (“or Dividend Equivalents”). As of March 31, 2019, we had eightnon-employee directors that would be eligible to participate in the 2019 Plan, and approximately 100non-employee service providers that would be eligible to receive awards under the 2019 Plan.Equivalents.

Administration. The 20192013 Plan is administered by ourthe Compensation Committee, which has the authority to grant awards to such persons and upon such terms and conditions (not inconsistent with the provisions of the 20192013 Plan) as it may consider appropriate. Our CompensationThe Committee may act through subcommittees or, with respect to awards granted to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, who are not members of ourthe Board or the board of directors of our Affiliates (as defined by the 20192013 Plan), and who are not a covered employee subject to the $1 million deduction limit under Section 162(m) of the Code, delegate to one or more officers all or part of its duties with respect to such awards. Our CompensationThe Committee may, at its discretion, accelerate the time at which any award may be exercised, become transferable or nonforfeitable, or become earned and settled including without limitation (i) in the event of the participant’s death, disability, retirement, or involuntary termination of employment or service (including a voluntary termination of employment or service for good reason) or (ii) in connection with a Change in Control (as defined in the 20192013 Plan).

Authorized Shares. Under the 20192013 Plan, we may issue a maximum aggregate of 5,000,00025,000,000 shares of common stock (27,000,000 shares of common stock if the shareholders approve the Amendment to the 2013 Plan), all of which may be issued pursuant to Options, SARs, Restricted Stock Awards, RSUs, Incentive

Payment. The exercise or purchase price of an award, and any taxes required to be withheld with respect to an award, may be paid in cash or, if the written agreement so provides, the Compensation Committee may allow a participant to pay all or part of the exercise or purchase price, and any required withholding taxes, by tendering shares of common stock the participant already owns, through a broker-assisted cashless exercise, by means of “net exercise” procedure whereby shares of common stock shall be withheld from delivery, or any other specified medium of payment or combination thereof.

Shareholder Rights. No participant shall have any rights as our shareholder as a result of issuance of an award until the award is settled by the issuance of common stock (other than a Restricted Stock Award or RSUs for which certain shareholder rights may be granted).

Forfeiture Provisions. Awards do not confer upon any individual any right to continue in our employ or service or in the employ or service of our affiliated entities. All rights to any award that a participant has will be immediately forfeited if the participant is discharged from employment or service.

Types of Awardsawards

Options. All OptionsBoth ISOs and NQSOs may be granted under the 2019 Plan shall benon-qualified stock options. Our2013 Plan. The Compensation Committee determines the eligible individuals to whom grants of Options will be made, the number of shares

Incentive Awards. An Incentive Award entitles the participant to receive cash or common stock when certain conditions are met. The Compensation Committee has the authority to determine the eligible individuals to whom grants will be made and all other terms and conditions of the Incentive Award.

Stock-Based Awards. Stock-Based Awards may be denominated or payable in, valued by reference to or otherwise based on shares of common stock, including awards convertible or exchangeable into shares of common stock (or the cash value thereof) and common stock purchase rights and awards valued by reference to the fair market value of the common stock. The Compensation Committee has the authority to determine the eligible individuals to whom grants will be made and all other terms and conditions of Stock-Based Awards. However, the purchase price for the common stock under any Stock-Based Award in the nature of a purchase right may not be less than the fair market value of a share of common stock as of the date the award is granted. Cash awards, as an element of or supplement to any other award under the 20192013 Plan, may also be granted.

OurThe Compensation Committee is also authorized under the 20192013 Plan to grant shares of common stock as a bonus, or to grant shares of common stock or other awards in lieu of any of our obligations or of our affiliates to pay cash or to deliver other property under the 20192013 Plan or under any other of our plans or compensatory arrangements or any of our affiliates.

Dividend Equivalents. OurThe Compensation Committee may also grant Dividend Equivalents under the 20192013 Plan. A Dividend Equivalent is an award that entitles the participant to receive cash, shares of common stock, other awards, or other property equal in value to all or a specified portion of dividends paid with respect to shares of our common stock. The Compensation Committee is authorized to determine the eligible individuals to whom grants will be made and all other terms and conditions of the Dividend Equivalents. However, no Dividend Equivalents may be awarded in connection with an Option, SAR, or Stock-Based Award in the nature of purchase rights.

reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance conditions. Profits, earnings, and revenues used for any performance condition measurement may exclude any extraordinary or nonrecurring items. The performance conditions may, but need not, be based upon an increase or positive result under the aforementioned business criteria and could include, for example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the specific business criteria). An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. The performance conditions upon which qualified performance-based compensation may be based include any or any combination of the following: (a) revenue, (b) earnings before interest, taxes, depreciation and amortization, or EBITDA, (c) cash earnings (earnings before amortization of intangibles), (d) operating income,(e) pre-orafter-tax income, (f) earnings per share, (g) net cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on total capital, (l) return on sales, (m) return on net assets employed, (n) return on assets or net assets, (o) share price performance, (p) total shareholder return, (q) improvement in or attainment of expense levels, (r) improvement in or attainment of working capital levels, (s) net sales, (t) revenue growth or product revenue growth, (u) operating income (before or after taxes), (v)pre-orafter-tax income (before or after allocation of corporate overhead and bonus), (w) earnings per share; (x) return on equity, (y) appreciation in and/or maintenance of the price of the shares of our common stock, (z) market share, (aa) gross profits, (bb) comparisons with various stock market indices; (cc) reductions in cost, (dd) cash flow or cash flow per share (before or after dividends), (ee) return on capital (including return on total capital or return on invested capital), (ff) cash flow return on investments; (gg) improvement in or attainment of expense levels or working capital levels, and/or (hh) shareholder equity.

The Compensation Committee has the discretion to select one or more periods of time over which the attainment of one or more of the foregoing performance conditions will be measured for the purpose of determining when an award will become vested, exercisable, or payable. The Compensation Committee has the authority to adjust goals and awards in the manner set forth in the 20192013 Plan.

Change in Control. In the event of a “Change in Control” (as defined in the 20192013 Plan) and, with respect to awards that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, or the Code, and such awards, 409A Awards, only to the extent permitted by Section 409A of the Code, ourthe Compensation Committee in its discretion may, on aparticipant-by-participant basis (i)(a) accelerate the vesting of all unvested and unexercised Options, SARs or Stock-Based Awards in the nature of purchase rights and/or terminate such awards, without any payment therefore, immediately prior to the date of any such transaction after giving the participant at least seven days written notice of such actions; (ii)(b) fully vest and/or accelerate settlement of any awards; (iii)(c) terminate any outstanding Options, SARs or Stock-Based Awards in the nature of purchase rights after giving the participant notice and a chance to exercise such awards (to the extent then exercisable or exercisable upon the change in control); (iv)(d) cancel any portion of an outstanding award that remains unexercised or is subject to restriction or forfeiture in exchange for a cash payment to the participant of the value of the award; or (v)(e) require that the award be assumed by the successor corporation or replaced with interests of an equal value in the successor corporation.

Amendment and Termination. The 20192013 Plan expires 10ten years after its original effective date, unless terminated earlier by ourthe Board. Any award that is outstanding as of the date the 20192013 Plan expires will continue in force according to the terms set out in the award agreement. OurThe Board may terminate, amend, or modify the 20192013 Plan at any time. However, shareholder approval may be required for certain types of amendments under applicable law or regulatory authority. Except as may be provided in an award agreement or the 20192013 Plan, no amendment to the 20192013 Plan may adversely affect the terms and conditions of any existing award in any material way without the participant’s consent.

An amendment will be contingent on approval of our shareholders, to the extent required by law, by the rules of any stock exchange on which our securities are then traded or if the amendment would (i) increase the benefits

accruing to participants under the 20192013 Plan, including without limitation, any amendment to the 20192013 Plan or any agreement to permit are-pricing or decrease in the exercise price of any outstanding awards, (ii) increase the aggregate number of shares of common stock that may be issued under the 20192013 Plan, or (iii) modify the eligibility requirements for participation in the 20192013 Plan.

Material U.S. Federal Income Tax Consequences of Awards under the 20192013 Plan

The following discussion summarizes the principal federal income tax consequences associated with awards under the 20192013 Plan. The discussion is based on laws, regulations, rulings, and court decisions currently in effect, all of which are subject to change.

OptionsISOs. A participant will not recognize taxable income on the grant or exercise of an ISO (although the excess of the fair market value of the common stock over the exercise price will be included for alternative minimum tax purposes in the year of exercise). A participant will recognize taxable income when he or she disposes of the shares of common stock acquired under the ISO. If the disposition occurs more than two years after the grant of the ISO and more than one year after its exercise, the participant will recognize long-term capital gain (or loss) to the extent the amount realized from the disposition exceeds (or is less than) the participant’s tax basis in the shares of common stock. A participant’s tax basis in the shares of common stock acquired under an ISO generally will be the amount the participant paid for the stock. If common stock acquired under an ISO is disposed of before the expiration of the ISO holding period described above, the participant will recognize as ordinary income in the year of the disposition the excess of the fair market value of the common stock on the date of exercise of the ISO over the exercise price. Any additional gain will be treated as long-term or short-term capital gain, depending on the length of time the participant held the shares. Special rules apply if a participant pays the exercise price by delivery of common stock. We will not be entitled to a federal income tax deduction with respect to the grant or exercise of an ISO. However, in the event a participant disposes of common stock acquired under an ISO before the expiration of the ISO holding period described above, we generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes on the disqualifying disposition, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

NQSOs. A participant will not recognize any taxable income on the grant of an Option.a NQSO. On the exercise of an Option,a NQSO, the participant will recognize as ordinary income the excess of the fair market value of the common stock acquired over the exercise price. A participant’s tax basis in the common stock then is the amount paid for the shares of common stock plus any amounts included in income on exercise of the Options.NQSO. Special rules apply

received under the Restricted Stock Award will equal the income recognized plus the price, if any, paid for the Restricted Stock Award. We generally will be entitled to a federal income tax deduction equal to the ordinary income the participant recognizes with respect to the Restricted Stock Award. With regard to RSUs, a participant will not recognize any taxable income at the time RSUs are granted. When the terms and conditions to which the RSUs are subject have been satisfied and the RSUs are paid,settled, the participant will recognize as ordinary income the fair market value of the common stock he or she receives on settlement of the RSUs. We generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes on settlement of the RSUs.RSUs, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

Incentive Awards. A participant will not recognize any taxable income at the time an Incentive Award is granted. When the terms and conditions to which an Incentive Award is subject have been satisfied and the award is paid, the participant will recognize as ordinary income the amount of cash and the fair market value of the common stock he or she receives on settlement of the Incentive Award. We generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes on settlement of the Incentive Award.Award, subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

Stock-Based Awards. A participant will recognize ordinary income on receipt of cash or shares of common stock paid with respect to a Stock-Based Award. We generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes.recognizes subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

Dividend Equivalents. A participant will recognize as ordinary income the amount of cash and the fair market value of any common stock he or she receives on payment of the Dividend Equivalents. To the extent the Dividend Equivalents are paid in the form of other awards, the participant will recognize income as otherwise described herein. We generally will be entitled to a federal income tax deduction equal to the amount of ordinary income the participant recognizes.recognizes subject to the deduction conditions and limits applicable under Section 162(m) of the Code.

Limitation on Deductions. Section 162(m) of the Internal Revenue Code denies a federal income tax deduction for certain compensation in excess of $1.0 million per year paid by a publicly held corporation to each of its “covered employees.” A publicly held corporation’s covered employees include its chief executive officer, its chief financial officer and the three other most highly compensated executive officers. To retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders. Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may benon-deductible under Internal Revenue Code Section 280G.

OtherTax Rules. The 20192013 Plan is designed to enable ourthe Compensation Committee to structure awards that will not be subject to Section 409A of the Code, which imposes certain restrictions and requirements on nonqualified deferred compensation. However, our Compensationthe Committee may grant awards that are subject to Section 409A of the Code. In that case, the terms of such 409A Award will be (a) subject to the deferral election requirements of Section 409A of the Code; and (b) may only be paid upon a separation from service, a set time, death, disability, a change in control, or an unforeseeable emergency, each within the meaning of Section 409A of the Code. Our CompensationThe Committee shall not have the authority to accelerate or defer a 409A Award other than as permitted by Section 409A of the Code. Moreover, any payment on a separation from service of a “Specified Employee” (as defined in the 20192013 Plan) will not be made until six months following the participant’s separation from service (or upon the participant’s death, if earlier) to the extentas required to avoid a violation ofby Section 409A of the Code.

Aggregate Grants under the 2013 Plan

The following table provides information with respect to the aggregate number of options and RSUs granted under the 2013 Plan to our (i) named executive officers, (ii) our current executive officers as a group, (iii) our

Third Security

On October 30, 2015, the independent memberscurrentnon-employee directors, and (iv) all employees as a group except current officers, from inception of the Board approved a Services Agreement (the “Services Agreement”), effective as2013 Plan through March 31, 2020. It is not possible to determine the number of November 1, 2015, between us and Third Security, LLC (“Third Security”). Pursuant to the terms of the Services Agreement, as amended, Third Security provides us with services necessaryoptions or appropriate to support us and Mr. Kirk in his role as Chief Executive Officer. In exchange for the services, we pay Third Security a fee of $800,000 per month, which payment is made in fully-vested shares of our common stock.

Mr. Randal J. Kirk, our Chairman of the Board and Chief Executive Officer, currently serves as the Senior Managing Director and Chief Executive Officer of Third Security and owns 100 percent of the equity interests in Third Security. Third Security is the manager to certain funds that own shares of our common stock, and, therefore may be deemed to have beneficial ownership in us of approximately 32.1 percent.

If this Proposal 5 is approved by our shareholders, then payments made by us under the Services Agreement will be made under the 2019 Plan and will be subject to the terms of the 2019 Plan.

New Plan Benefits

The future benefitsRSUs that will be awarded or paid undergranted in the 2019 Planfuture tonon-employee directors are not currently determinable, as they are within the discretion of the Compensation Committee, and the amounts that would have been received by thenon-employee directors during 2018 if the 2019 Plan had been in effect are not determinable, as grants may have also been made participants under the 2013 Plan. No awards may be made under the 2019 Plan to employees.

IDENTIFICATION OF EXECUTIVE OFFICERS

Set forth below is information regarding the position, age, and business experience of each of our executive officers.

Helen Sabzevari, Ph.D., age 58, Chief Executive Officer.For more information about Dr. Sabzevari, please see her biography under “Nominees for Election as Directors” on page 18.

Randal Kirk, age 65, Chief66, Executive OfficerChairman and Chairman of the Board.For more information about Mr. Kirk, please see his biography under the caption “NOMINEES FOR ELECTION AS DIRECTORS”“Nominees for Election as Directors” on page 19.18.

Rick Sterling, age 55,56, Chief Financial Officer. Mr. Sterling has served as our Chief Financial Officer since 2007. Prior to joining us, he was with KPMG where he worked in the audit practice for over 17 years, with a client base primarily in the healthcare, technology, and manufacturing industries. Mr. Sterling is currently a member of the board of directors of AquaBounty Technologies Inc., a public biotechnology company (Nasdaq: AQB) and athat was our majority-owned subsidiary of Intrexon.until October 2019. Mr. Sterling’s experience includes serving clients in both the private and public sector, including significant experience with SEC filings and Sarbanes-Oxley compliance. He received a B.S. in Accounting and Finance from Virginia Tech and is a licensed Certified Public Accountant.

Lt. Gen (Ret.) Thomas Bostick Ph.D., P.E., N.A.E., age 62, Chief Operating Officer.Dr. Bostick has served as our Chief Operating Officer since November 2017. Prior to this, Dr. Bostick served as our Senior Vice President, Environment Sector from September 2016 to November 2017. Dr. Bostick brings to Intrexon extensive experience in environmental sustainability, significant leadership skills and an established track record in engineering solutions for the nation’s toughest challenges. After 38 years of distinguished service to the U.S. Army, he retired in 2016 as the 53rd U.S. Army Chief of Engineers and the Commanding General of the U.S. Army Corps of Engineers (USACE). In this position, he served as the senior military officer overseeing and supervising most of the nation’s civil works infrastructure and military construction, hundreds of environmental protection projects, as well as managing 34,000 civilian employees and military personnel in over 110 countries around the world. Before his command of USACE, Lt. Gen. Bostick served in a variety of command and staff assignments with the U.S. Army both in the U.S. and abroad including the Deputy Chief of Staff,G-1, Personnel, U.S. Army, Commanding General, U.S. Army Recruiting Command, Assistant Division Commander, 1st Cavalry Division, Executive Officer to the Chief of Engineers, Executive Officer to the Army Chief of Staff, and Deputy Director of Operations for the National Military Command Center,J-3, the Joint Staff in the Pentagon. Additionally, he was a special assistant to the Secretary of Veterans Affairs during his time as a White House Fellow. Dr. Bostick graduated with a Bachelor’s of Science degree from the U.S. Military Academy at West Point and later returned to the Academy to serve as an Assistant Professor of Mechanical Engineering. He holds Master’s degrees in Civil Engineering and Mechanical Engineering from Stanford University and a Doctorate in Systems Engineering from George Washington University.

Donald Lehr, age 44,45, Chief Legal Officer.Mr. Lehr has served as our Chief Legal Officer since 2011. From 2009 to 2011 he served as our Associate General Counsel. Mr. Lehr has broad experience in the areas of corporate, securities, and general business law. Prior to joining us, he practiced law with the law firm of Hogan Lovells US LLP (formerly Hogan & Hartson, LLP) in Baltimore, Maryland from 2002 to 2009. While at Hogan Lovells, his practice included the representation of privately and publicly held corporations across many industries, including biotechnology, pharmaceuticals, health care, software, technology, and manufacturing. Prior to his time at Hogan Lovells, Mr. Lehr served as a judicial clerk for the Honorable Irma S. Raker of the Court of Appeals of Maryland. Mr. Lehr received a B.A. from Swarthmore College and received a J.D. from the University of Maryland School of Law.

Jeffrey Perez, age 47,48, Senior Vice President, Intellectual Property Affairs.Mr. Perez has served as our Senior Vice President, Intellectual Property Affairs since August 2014. Mr. Perez is currently a member of the board of directors of AquaBounty Technologies Inc., a public biotechnology company (Nasdaq: AQB) that was our majority-owned subsidiary until October 2019. Before joining Intrexon,Precigen, Mr. Perez was Managing Director and Associate General Counsel and Intellectual Property at Third Security, LLC, where he evaluated potential investments of Third Security’s managed investment funds. Additionally, Mr. Perez worked with Third Security portfolio companies in evaluating and developing their intellectual property strategies and

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee oversees our executive compensation programs, which include our named executive officers.programs. In this role, the Compensation Committee reviews and approves all compensation decisions relating to our named executive officers. To assist with its duties, the Compensation Committee has engaged F. Daniel Siciliano as its outside compensation consultant to provide competitive compensation data and assist with the analysis and implementation of various aspects of our executive compensation decisions. Mr. Siciliano coordinates the procurement of data through third party data providers and synthesizes that data and related information in order to provide advice that our Compensationthe Committee considers in making its executive compensation decisions.

This section discusses the principles underlying our executive compensation programs, policies, and decisions and explains the process the Compensation Committee uses to determine compensation and benefits for our named executive officers. It also provides qualitative information regarding the manner and context in which compensation is earned by and awarded to our named executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

The discussion and analysis of our compensation program for our named executive officers should be read in conjunction with the tables and text elsewhere in this Proxy Statement that describe the compensation awarded to, earned by or paid to our named executive officers.

The individuals who served as our Chief Executive OfficerCEO and Chief Financial Officer during fiscal 2018,2019, as well as the other individuals included in the Summary Compensation Table, are referred to throughout this Proxy Statement as the “named executive officers” and, to the extent they remain employed by us, together with the other executives of management, as the “executive officers.”

Our named executive officers for fiscal year 20182019 are:

Executive Summary

Our goal with respect tofor our executive compensation is to provide a comprehensive package that is sufficient to attract, motivate, and retain executives of outstanding ability, performance, and potential. The Compensation Committee seeks to establish and maintain an appropriate relationship between executive compensation and the creation of shareholder value. The Committee believes that the most effective compensation program is one that provides competitive base pay, rewards the achievement of established annual and long-term goals and objectives, and provides incentives for retention.

The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of our executive officers. The Compensation Committee is responsible for:

The Compensation Committee monitors the compensation paid to our executive officers to ensure it is fair, reasonable, and competitive and is substantially tied to our performance. The Compensation Committee evaluates, both

evaluates, both subjectively and objectively, our financial performance, competitive position, future potential, and the individual and group performance of the members of executive management. In such evaluation, the Compensation Committee reviews data prepared by management and employs the business experience of the individual members of the Compensation Committee. The Compensation Committee also utilizes from time to time, the assistance of Mr. Siciliano as its outside compensation consultant.

As we entered 2019, our Compensation Committee recognized the evolving nature of our business strategy and that there was uncertainty as to whether or what specific transactions would occur over the course of the year. The strategic efforts in 2019 ultimately led to a refocusing of our Company on healthcare and the divestiture of a number of ournon-healthcare businesses and assets. For 2019, after taking into account the overall position of the Company and with a focus on retention and cash preservation, the Compensation Committee retained the existing base salaries for our executive officers, made annual incentive awards in the form of equity rather than using cash, and approved continuing employment agreements with executive officers that provide for severance upon certain terminations.

Key Compensation Corporate Governance Practices

The Compensation Committee and the Board regularly review the evolving practices in executive compensation and corporate governance. We have adopted certain policies and practices that we believe are consistent with industry best practices, as tailored to our uniquespecific business model and strategic direction. We have also strived to adopt policies that will foster the Company’sour growth and the continual realization of value to our shareholders by encouraging appropriate risk taking and entrepreneurship in support of our unique and dynamic business model. The Compensation Committee and the Board also actively scrutinize the anticipated effect of compensation practices on theour ultimate goals of the Company.goals.

What We Do:

What We Do Not Do:

What We Do Not Do:

×    We do not allow hedging of Company stock.

×    We do not provide excessive perquisites.

×    We do not provide for taxgross-ups, except forde minimisamounts related to short-term disability insurance premiums.

×    We do not allow repricing of stock options without shareholder approval.

×    We do not offer guaranteed bonuses.

Our Compensation Philosophy

Our compensation philosophy is guided by the principle ofpay-for-performance. Our compensation programs are designed to support our business goals by rewarding achievement of short-term and progress towards long-term

objectives in a manner that links compensation of our executive officers with the value created for our shareholders. While aligning our executive officers’ compensation with our short-term and long-term business goals, we aim to provide the incentives needed to attract, motivate, reward, and retain our management talent, which is crucial to our long-term success. As our largest shareholder and owner of a substantial percentage of our outstanding shares of common stock, we believe our Chief Executive Officer’s interests are closely aligned with those of our shareholders and he is extremely focused on enabling our executive officers to drive increased shareholder value. The members of our Compensation Committee share this focus.

Principles of Our Compensation Framework

Our executive compensation program is designed to attract, retain, motivate, and reward talented individuals who will execute our business plan so that we can succeed in the competitive and highly volatile business environment in which we operate. The Compensation Committee believes that the compensation program for our executive officers should reward the achievement of our short-term and long-term objectives and that compensation should be related to the value created for our shareholders. Furthermore, the compensation

objectives or establish a bonus pool for the purposes of 2019 annual incentive compensation, and that it would consider executive performance assessments for annual incentive compensation purposes in the first quarter of 2020. In reaching this conclusion, the Committee also considered that a number of transactions under consideration by the Company involved Mr. Kirk, and the Committee did not want to establish performance objectives that may be viewed as providing an incentive to other executive officers to pursue those specific transactions.

The strategic efforts in 2019 ultimately led to a refocusing of our Company on healthcare, the divestiture of a number of ournon-healthcare businesses and assets, and the change of our name. As discussed in greater detail below, after conducting executive performance assessments in the first quarter of 2020, and with a focus on retention and cash preservation, the Compensation Committee reviewedmade additional grants of equity to our continuing executive officers, other than Mr. Kirk, in recognition of 2019 performance.

We announced in April 2019 that we were working to realign our operations in an effort to better deploy resources, realize inherent synergies, and position us for growth with a core focus on healthcare. In connection with these efforts, Mr. Kirk, who at the time was our Chairman and Chief Executive Officer, recommended to our Compensation Committee that we enter into continuing employment agreements with our executive officers, other than himself. After consideration of Mr. Kirk’s recommendation and the Company’s public announcement andnon-public compensation data ongoing business activities, the Committee approved continuing employment agreements with each named executive officer, other than Mr. Kirk and Mr. Nimrodi. The agreements, entered into in April 2019, provide for similarly situated companies, which had been assembledseverance rights upon the termination of such executive officer “without cause” or resignation by Mr. Sicilianosuch executive officer for “good reason.” Given the focus in 2019 on assessing our overall business and the greater uncertainty caused by the decision in April 2019 to pursue and announce a realignment, the Committee concluded that it was appropriate to provide our executive officers with a level of certainty and to provide them greater comfort in making decisions for the Company. Specifically, the Committee adopted these agreements to help ensure that our executives would perform their duties and responsibilities and advise the Board about potential opportunities with the assistancebest interests of a third party data provider. The Compensation Committee,the Company and shareholders guiding their decisions and without being unduly influenced by the distracting uncertainty and risk associated with realignment considerations, such as fear of the economic consequences of losing their employment with the assistanceCompany. See “Potential Payments Upon Termination or Change in Control” on page 60. See the discussion below under “2019 Long-Term Incentive Equity Awards” on page 49 for discussion of Mr. Siciliano, used this information as a reference point in considering whetheran additional grant of equity awards to our executive compensation program remains appropriate and competitive, but did not target a specific percentile for comparing compensation or place specific weights on the sources of pay information.officers in April 2019.

Elements of Our Compensation Program

The Compensation Committee has a mix of compensation components that it utilizes, with the intent to make each component of total direct compensation competitive while also linking compensation to individual and corporate performance and encouraging stock ownership by our executive officers. The table below describes each compensatory element in our program and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate balance of rewards, incentives, and benefits to our executives and enables us to meet our desired compensation objectives, strengthen our ability to attract and retain highly qualified individuals, and to appropriately link pay to performance.

We do not provide our executives with any meaningful perquisites that are not provided to employees generally. We also do not have any deferred compensation programs or retirement programs other than our 401(k) Plan that is generally available to all employees. We enroll all eligible employees, other than our Chief Executive Officer,Chairman, in the same health, dental, and life and disability insurance programs.

Base Salary

General.General. Base salary levels for our executive officers with the exception of our ChiefCEO and Executive Officer,Chairman are recommended to the Compensation Committee by our Chief Executive OfficerCEO and are subject to approval by the Compensation Committee and the Board. In setting the base salary level for each executive officer (other than our ChiefCEO and Executive Officer)Chairman), the Compensation Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our company.Company. In addition, the Compensation Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies. Base salaries are reviewed annually by the Compensation Committee. When making decisions to adjust executive salaries, the Compensation Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the Committee determined not to make any changes to base salary for our named executive officers in 2019.

Compensatory Arrangements for the Chiefour Executive Officer.Chairman and Former CEO. The base salary for our Chief Executive Officer,former CEO, Mr. Kirk, iswas defined pursuant to the terms of a Restricted Stock Unitthe RSU Agreement (the “RSU Agreement”).between the Company and Mr. Kirk. On October 30, 2015, the Compensation Committee and the independent members of ourthe Board approved the RSU Agreement as a compensation arrangement for Mr. Kirk. Previously, Mr. Kirk did not receive compensation for his services as the Chief Executive Officer of the Companyour CEO other than through his participation in the Company’sour Annual Incentive Plan, as defined below, which became effective January 1, 2015. Under the arrangement, Mr. Kirk receivesreceived as compensation a payment of $200,000 per month, which payment iswas made in fully-vestedfully vested shares of our common stock that are subject to a three-year lockup on resale from the date of issuance. Beginning in April 2019, the number of RSUs underlying each award iswas based on the volume weighted average price of the common stock over the 30 day period ending on the last day of the month, as opposed to previously being based on the closing price on the last calendar day of the month. The RSU Agreement and Mr. Kirk’s employment, is terminable at will by the decision of the independent members of the Board.

The RSU Agreement became effective in November 2015 and had an initial term of 12 months. The independent members of ourthe Board, with the recommendation of the Compensation Committee, have subsequently approved extensions of the RSU Agreement, with the currentfinal term lasting through March 31, 2020. All such extensions havehad been on substantially similar terms as the original RSU Agreement, with the exception of the stock calculation as noted above.

Mr. Kirk is also entitled to participate in executive incentive compensation plans adopted by ourthe Board or the Compensation Committee from time to time, including the Annual Incentive Plan described below.

2018 Base Salary Adjustments.In March 2018, the Compensation Committee, in consultation with our outside compensation consultant, reviewed the 2017 base salaries of each of our named executive officers. In addition to the factors described above, the Compensation Committee considered its ongoing review of market data and trends in executive compensation, as well as the performance of the Company as a whole, and determined, in light of that review, to not make any significant changes to base salary for our named executive officers. Subsequently, in September 2018, the Compensation Committee reviewed Mr. Sterling’s contributions to the Company and, based on several factors including retention, determined to increase Mr. Sterling’s base salary from $450,000 to $515,000.

Annual Incentive Awards

In June 2015, our shareholders approved the Intrexon Corporation Annual Executive Incentive Plan, or Annual Incentive Plan, promulgated under the 2013 Plan, under which our executives may receive awards for achievement of Company and individual performance goals and objectives using metrics as determined by the Compensation Committee. The plan became effective January 1, 2015.

General.General The. Our Annual Incentive Plan is administered by the Compensation Committee, which has sole authority to formulate adjustments and make interpretations under the Annual Incentive Plan as it deems appropriate. Eligibility is determined by the Compensation Committee each calendar year within a select group of management or our key employees of the Company or any of itsour subsidiaries. For each incentive period, the Compensation Committee establishes the terms of the bonus awards under the Annual Incentive Plan, including the eligible employees, the corporate performance objectives by which the aggregate incentive pool will be determined and the individual performance levels that must be achieved for payment of each incentive award to an individual participant. The Compensation Committee is also empowered to determine whether any awards will be paid in cash, equity securities, or a combination thereof. We maintain a strong link between performance and pay through emphasis on incentives and use of financial, operational and leadership measures, which we believe are key drivers of long-term value creation for shareholders. These criteria are used together with

Long-Term Equity Incentive Awards

General.General. Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders.

Our long-term equity incentive awards have historically been in the form of time-vested stock options, generally vesting over four years. However, in a change prompted by (i) a desire to further align long-term compensation with company performance and (ii) an effort to strategically respond to the evolving recruitment and retention strategies of current or future competitors for our desired pool of executive talent, the Compensation Committee determined that, beginning in fiscal year 2018, it was appropriate to incorporate RSUs into the mix of long-term equity incentive awards contemplated as part of its long-term compensation strategy. The inclusion of RSUs is reflected in the 20182019 long-term equity grants to executives, and is expected to continue to be a component of the Company’sour long-term equity incentive compensation strategy.

and position the company for growth with a core focus on healthcare. In connection with these efforts, in addition to the salary continuation agreements described above, the Compensation Committee approved a grant with the exceptionto each of Dr. Sabzevari’s March 2018 grant, which vests in 25 percent increments over a four-year period beginning one year from the date of her hire on July 17, 2017.