UNITED STATES

April 29, 202228, 2023

To Stockholders of 10x Genomics, Inc.:

Whether or not you attend the virtual 20222023 Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to vote promptly and submit your proxy via regular mail, online or by telephone. The 20222023 Annual Meeting is being held so that stockholders may consider:

The Board recommends that you vote FOR the election of each of the nominees named in Proposal One of the accompanying proxy statement and FOR each of Proposals Two and Three. Information about the matters to be acted upon at the 20222023 Annual Meeting is contained in the accompanying proxy statement.

On behalf of the board of directors and the officers and employees of 10x Genomics, Inc., I would like to take this opportunity to thank our stockholders for their continued support.

Notice is hereby given that our 20222023 Annual Meeting of Stockholders (“20222023 Annual Meeting”) will be held virtually via live webcast on the Internet on Wednesday, June 15, 202214, 2023 at 1:30 p.m. PDT for the following purposes:

These proposals are more fully described in the proxy statement ("Proxy Statement") following this Notice of Internet Availability of Proxy Materials ("Notice").

Our board of directors has fixed the close of business on April 22, 202219, 2023 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the 20222023 Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the 20222023 Annual Meeting.

The Securities and Exchange Commission (the “SEC”) has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

A company may use a single method for all of its stockholders or use full set delivery for some while adopting the notice only option for others. In connection with our 20222023 Annual Meeting of Stockholders (the “2022“2023 Annual Meeting”), we have elected to use the notice only option.

Full Set Delivery Option

Notice Only Option

Under the notice only option, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Materials.” The notice includes, among other things:

ABOUT THE MEETING

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with the solicitation by our board of directors of proxies for use at our 20222023 Annual Meeting, which will take place on June 15, 2022.14, 2023. Stockholders are invited to attend the 20222023 Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

What is the purpose of the 20222023 Annual Meeting?

At our 20222023 Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this Proxy Statement, consisting of (1) the election of the three Class IIII directors listed in the accompanying proxy statement; (2) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; (3) a vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers; and (4) any other matters that properly come before the meeting.

Who is entitled to vote at the 20222023 Annual Meeting?

What constitutes a quorum?

The presence at the meeting or representation by proxy of the holders of common stock representing a majority of the voting power of the issued and outstanding shares of stock on the record date will constitute a quorum, permitting the meeting to conduct its business. Virtual attendance at our 20222023 Annual Meeting constitutes presence in person for purposes of a quorum at the meeting. Each of (a) the shares held by each stockholder who properly submits a proxy, (b) shares represented by broker non-votes that are present in person or represented by proxy and entitled to vote at the 20222023 Annual Meeting and (c) votes to ABSTAIN will be counted for purposes of determining the presence of a quorum at the 20222023 Annual Meeting.

If less than a majority of the combined voting power of the outstanding shares of common stock is represented at the 20222023 Annual Meeting, a majority of the shares so represented may adjourn the 20222023 Annual Meeting from time to time without further notice.

What vote is required to approve each item?

The affirmative vote of holders of a majority of the voting power of the shares of stock present or represented by proxy and entitled to vote on the mattervotes cast is required for (a) each of the nominees named in this Proxy Statement in order to be elected as a Class IIII director, (b) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022,2023, (c) the approval of the non-binding, advisory vote to approve the compensation of our named executive officers and (d) the approval of any other matter that may be properly submitted to a vote of our stockholders.

The inspector of election for the 20222023 Annual Meeting shall determine the number of shares of common stock represented at the meeting, the existence of a quorum and the validity and effect of proxies and shall count and tabulate ballots and votes and determine the results thereof.

A “broker non-vote” will occur when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary power with respect to that proposal and has not received instructions from the beneficial owner. A broker is authorized to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares, but is not authorized to vote shares held for a beneficial owner on “non-routine” matters without instructions from the beneficial owner of those shares.

The only “routine” proposal on which your broker is entitled to vote your shares if no instructions are received from you is Proposal Two, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

Proposals One and Three are each considered a “non-routine” matter. If you are a beneficial owner and you do not provide your broker with specific instructions on how to vote your shares, the broker that holds your shares will not be authorized to vote on Proposal One or Proposal Three. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the 20222023 Annual Meeting.

What are the Board of Directors’ recommendations?

As more fully discussed under the section titled “Matters to Come Before the 20222023 Annual Meeting,” our board of directors recommends a vote FOR the election of the respective nominees for Class IIII directors named in the Proxy Statement to serve as directors of the company until our annual meeting of stockholders in 20252026 or until his or her successor has been duly elected and qualified or until his or her earlier resignation, retirement, death, disqualification or removal; FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; and FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

Unless contrary instructions are indicated on the enclosed proxy card, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted (1) FOR the election of the respective nominees for Class IIII directors named in this Proxy Statement; (2) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2023; (3) FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and (4) in accordance with the recommendation of our board of directors, FOR or AGAINST all other matters as may properly come before the 20222023 Annual Meeting. In the eventIf a stockholder specifies a different choice by means of the enclosed proxy card or voting instruction form, such shares will be voted in accordance with the specification made.

How do I vote?vote - Before or During the 2023 Annual Meeting?

Can I change my vote after I return my proxy card?

Yes. The giving of a proxy does not eliminate the right to vote at the 20222023 Annual Meeting should any stockholder giving the proxy so desire. Stockholders have an unconditional right to revoke their proxy at any time prior to the exercise of that proxy by (1) voting at the 20222023 Annual Meeting, (2) filing a written revocation or (3) submitting a duly executed proxy bearing a later date than the proxy being revoked with our Secretary at our headquarters.

If your shares of our Class A common stock are held in street name through a broker, bank or other nominee, you should contact the record holder of your shares regarding how to revoke your proxy or change your vote.

Who pays for costs relating to the proxy materials and annual meeting of stockholders?

The costs of preparing, assembling and mailing the proxy materials, along with the cost of posting the proxy materials on a website, are to be borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation for such tasks in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing. The costs of holding the 20222023 Annual Meeting will also be borne by us.

What does it mean if I received more than one Notice?Notice, proxy card and /or voting instruction form?

If you receive more than one Notice, proxy card and/or voting instruction form, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice, proxy card and/or voting instruction form to ensure that all of your shares are voted.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within 10x Genomics, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy materials in the mail, one copy of our Annual Report and this Proxy Statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

How can I find out the results of the voting at the 20222023 Annual Meeting?

Voting results will be tabulated and certified by the inspector of elections appointed for the 20222023 Annual Meeting. Preliminary voting results will be announced at the 20222023 Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 20222023 Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.

Director Independence

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of an offering.directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if the company’s board of directors determines that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Sri Kosaraju, Mathai Mammen, Kimberly Popovits, Bryan Roberts, John Stuelpnagel and Shehnaaz Suliman, representing six of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” There are no family relationships among any of our executive officers or directors.

Each of the audit committee, compensation committee and nominating and corporate governance committee of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Our board of directors is currently chaired by John Stuelpnagel. As a general policy, our board of directors believes that separation of the positions of chairman of our board of directors and Chief Executive Officer and President (a) reinforces the independence of our board of directors from management, (b) creates an environment that encourages objective oversight of management’s performance and (c) enhances the effectiveness of our board of directors which we believe strengthens the governance structure of the company as a whole. As such, Serge Saxonov serves as our Chief Executive Officer and Benjamin Hindson serves as our President while John Stuelpnagel serves as the chairman of our board of directors but is not an executive officer. We currently expect and intend the positions of chairman of our board of directors and Chief Executive Officer and President to continue to be held by separate individuals in the future.

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including major operational, financial, cybersecurity, legal and reputational risk exposures. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters, data privacy, cybersecurity and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions fromwith committee members about such risks. Our board of directors believes its administration of its risk oversight function has not negatively affected the board of directors’ leadership structure.

Additionally, our board of directors has been engaged with management in monitoring the market and industry developments, and other effects of the COVID-19 pandemic, and management is in regular communication with the board of directors about the assessment and management of the significant risks to the company and COVID-19 pandemic’s impact on our business.company.

Board Diversity

Our board of directors reflects diversity of gender, race/ethnicity, nationality, age, professional background and viewpoints. The board of directors is committed to seeking out highly qualified candidates from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The table below illustrates the diversity of our Boardboard of directors as of March 31, 2022.2023. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Listing Rule 5605(f).

During 2021,2022, our board of directors held five meetings (including regularly scheduled and special meetings) and acted by written consent twice,, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. It is the policy of our board of directors to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. TwoFour members of our board of directors attended last year’s annual meeting.

Audit Committee

The members of our audit committee are Mr. Kosaraju and Drs. Roberts and Stuelpnagel, with Mr. Kosaraju serving as the chairperson. The composition of our audit committee meets the requirements for independence under the current Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Each member of our audit committee is financially literate and a person with appropriate accounting or related financial management expertise as required by the Nasdaq listing rules. In addition, our board of directors has determined that Mr. Kosaraju is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended. This designation does not impose on such directors any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee and our board of directors. During 2021,2022, our audit committee held six meetings and acted by written consent once.seven meetings. Our audit committee is directly responsible for, among other things:

Compensation Committee

The members of our compensation committee are Ms. Popovits and Drs. Roberts and Stuelpnagel, with Dr. Stuelpnagel serving as the chairperson. Each of Ms. Popovits and Drs. Roberts and Stuelpnagel is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act and meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. During 2021,2022, our compensation committee held nineseven meetings and acted by written consent on sixfour occasions. Since 2021, our compensation committee has engaged Aon's Human Capital Solutions practice, a division of Aon plc ("Aon"), as its independent compensation consultant to assist with its duties, including providing input on the compensation peer group selection, insight into competitive compensation practices and advice on executive compensation programs and decisions. See the section titled “Role of the Compensation Consultant” below for further information. Our compensation committee is responsible for, among other things:

Mergers and Acquisitions Committee

The members of our mergers and acquisitions committee are Mr. Kosaraju and Drs. Suliman and Stuelpnagel, with Mr. Kosaraju serving as the chairperson. Our mergers and acquisitions committee acted by unanimous written consent once and did not meet in 2021.2022. The chairperson and members of the mergers and acquisition committee were not compensated for their service on the committee in 2021.2022. Our mergers and acquisitions committee assists the board of directors in reviewing, assessing and, in some circumstances, approving potential mergers, acquisitions, divestitures and other similar strategic transactions and meets on an ad hoc basis.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Drs. Mammen and Suliman, with Dr. Suliman serving as the chairperson. During 2021,2022, our nominating and corporate governance committee held three meetings and acted by written consent once.four meetings. Our nominating and corporate governance committee is responsible for, among other things:

It is the policy of the nominating and corporate governance committee of our board of directors to consider recommendations for candidates to our board of directors from stockholders. The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. In the future, the nominating and corporate governance committee may pay fees to third parties to assist in identifying or evaluating director candidates.

The nominating and corporate governance committee seeks to identify as candidates for director persons with a reputation for and record of integrity and good business judgment and across their nominations, seeks to represent a mix of backgrounds and

In addition, the nominating and corporate governance committee shall take into account all factors it considers appropriate in recommending candidates for election to the board of directors, which may include:

The nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors:

A stockholder that wants to recommend a candidate for election to the board of directors should direct the recommendation in writing by letter to 10x Genomics, Inc., attention of the Secretary, at 6230 Stoneridge Mall Road, Pleasanton, California 94588. The recommendation should include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and 10x Genomics, Inc. and evidence of the recommending stockholder’s ownership of our stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, as well as personal references.

Stockholders also have the right under our amended and restated bylaws to propose director candidates for consideration by the nominating and corporate governance committee or our board of directors and also directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or our board of directors, by following the procedures set forth in the section of this Proxy Statement titled “Proposals of Stockholders for our 20232024 Annual Meeting.”

During 2021,2022, Ms. Popovits and Drs. Roberts and Stuelpnagel served on our compensation committee. None of the members of our compensation committee is or has been an officer or employee of the company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

Our board of directors believes that management speaks for 10x Genomics, Inc. Individual board members may, from time to time, communicate with various constituencies that are involved with the company, but it is expected that board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders and other interested parties wish to communicate directly with our non-management directors, messages can be sent to our Secretary at 6230 Stoneridge Mall Road, Pleasanton, California 94588. Our Secretary monitors these communications and will provide a summary of all received messages to the board of directors at each regularly scheduled meeting of the board of directors. Our board of directors generally meets on a quarterly basis. Where the nature of a communication warrants, our Secretary may determine, in his or her judgment, to obtain the more immediate attention of the appropriate committee of the board or non-management director, of independent advisors or of company management, as our Secretary considers appropriate.

Our Secretary may decide in the exercise of his or her judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by the company’s nominating and corporate governance committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the company who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act or (c) communications to the audit committee pursuant to the Complaint ProceduresCompany's Whistleblower Policy for Accountingcomplaints related to accounting and Auditing Matters.auditing matters.

In 2021,2022, each of our non-employee directors was entitled to annual compensation in accordance with the following non-employee director compensation policy.

Cash compensation under our non-employee director compensation policy includes:

All cash retainers are paid quarterly in arrears and prorated for any partial service or adjustment to annual retainer amount.

Equity compensation under our non-employee director compensation policy includes initial equity awards and annual equity awards as described below.

Our directors are not paid any fees for attending meetings. However, our directors are eligible for reimbursement for travel and lodging expenses associated with attendance at board or committee meetings.

Non-Employee Director Compensation Table

Our board of directors currently consists of eight members, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and amended and restated bylaws. Directors in Class IIII will stand for election at the 20222023 Annual Meeting. The terms of office for directors in Class III and Class IIIII will expire at our Annual Meetings of Stockholders to be held in 20232024 and 2024,2025, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class IIII nominees named below and currently serving as a director in Class III,I, be elected as a Class IIII director for a three-year term expiring at our 20252026 Annual Meeting of Stockholders or until such director’s successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal.

We believe that Mr. KosarajuDr. Hindson is qualified to serve on our board of directors because of his experiences in financeexperience as our co-founder, President and the healthcare sector, including servingChief Scientific Officer, industry knowledge, previous experience and extensive academic training.

We believe that Dr. MammenSaxonov is qualified to serve on our board of directors because of his significant academic trainingexperience as our co-founder and current andChief Executive Officer, industry knowledge, previous experience serving as a director and co-founderextensive academic training.

We believe that Dr. SulimanStuelpnagel is qualified to serve on our board of directors due to her extensive operationalbecause of his experience with global biopharmaceuticalas a co-founder of life sciences and pharmaceutical companies, previous and current experience serving as a director and executive officer of other life sciences companies and particularly her expertisehis extensive experience in business development and corporate strategy.business.

We believe that Dr. HindsonMr. Kosaraju is qualified to serve on our board of directors because of his experienceexperiences in finance and the healthcare sector, including serving as an executive at a publicly traded healthcare technology company.

We believe Dr. Mammen is qualified to serve on our board of directors because of his significant academic training and current and previous experience serving as a director and extensive academic training.co-founder of another life sciences company, as well as his operating experience with several life sciences companies.

We believe that Ms. Popovits is qualified to serve on our board of directors because of her senior management experience in healthcare and biotechnology and her many years of experience with commercial strategy and capability building.

We believe that Dr. Roberts is qualified to serve on our board of directors because of his experiences with facilitating the growth of health care, health care IT and biotechnology companies.

We believe that Dr. SaxonovSuliman is qualified to serve on our board of directors because of hisdue to her extensive operational experience as our co-founderwith global biopharmaceutical and Chief Executive Officer, industry knowledge, previous experience and extensive academic training.

Vote Required

The election of Class IIII directors requires a majority vote of the voting power ofvotes cast at the shares of our common stock2023 Annual Meeting by the stockholders present or represented by proxy at the 2022 Annual Meetingmeeting and entitled to votevoting on the subject matter.proposal. Under this requirement, in order for a nominee to be elected, the number of shares voted FOR the nominee must exceed the number of shares voted AGAINST or ABSTAIN with respect to such nominee. Broker non-votes and Abstentions will have no effect on this proposal. Abstentions will have the effect of a vote AGAINST the proposal.

Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our financial statements for our fiscal year ending December 31, 2022.2023. Ernst & Young LLP has served as our independent registered public accounting firm since 2015.

Stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222023 is not required by our bylaws or other applicable legal requirements. However, our board of directors is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance. In the event thatIf this appointment is not ratified by the affirmative vote of a majority of the sharesvotes cast at the 2023 Annual Meeting by the stockholders present or represented by proxy at the 2022 Annual Meetingmeeting and entitled to vote,voting on the proposal, such appointment will be reconsidered by our audit committee and the audit committee may consider whether it should appoint another independent registered public accounting firm. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm if our audit committee believes that such a change would be in the best interests of the company and its stockholders.

We expect that representatives of Ernst & Young LLP will attend the 20222023 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

The following table presents fees for professional audit services and other services rendered to us by Ernst & Young LLP for our fiscal years ended December 31, 20212022 and 2020.2021.

In 2021,2022, there were no other professional services provided by Ernst & Young LLP that would have required our audit committee to consider their compatibility with maintaining the independence of Ernst & Young LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair such accounting firm’s independence. Without further action by the audit committee, any independent member of the audit committee may pre-approve up to $250,000, in any quarter, of certain audit and permitted non-audit services. All services performed by Ernst & Young LLP for our fiscal years ended December 31, 20212022 and 20202021 were pre-approved by our audit committee.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222023 requires the affirmative vote (i.e., a FOR vote) of a majority of the voting power ofvotes cast at the shares of our common stock2023 Annual Meeting by the stockholders present or represented by proxy at the 2022 Annual Meetingmeeting and entitled to votevoting on the subject matter. A vote to ABSTAINproposal. Abstentions and broker non-votes will have the sameno effect as a vote AGAINST theon this proposal. This is the only proposal on which your broker is entitled to vote your shares if no instructions are received from you.

Based on the audit committee’s discussions with management and Ernst & Young LLP, and the audit committee’s review of the representations of management and Ernst & Young LLP, the audit committee recommended that the board of directors include the audited financial statements in the company’s Annual Report on Form 10-K for fiscal year 20212022 filed with the SEC.

The audit committee also has appointed, subject to stockholder ratification on an advisory basis, Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the board of directors that the section titled “Compensation Discussion and Analysis” be included in this Proxy Statement for the 20222023 Annual Meeting.

The following table sets forth certain information about our executive officers and their respective ages as of April 29, 2022.28, 2023. Officers are elected by the board of directors to hold office until their successors are elected and qualified.

This section describes the compensation program for our named executive officers (“NEOs”), including “Compensation Discussion and Analysis,” executive compensation tables and other information.

Compensation Discussion and Analysis

Compensation Setting Process

Role of Management

Role of the Compensation Consultant

Use of Competitive Data

Compensation Program Design

The 20212022 executive compensation program was designed, with our guiding principles in mind, includingto attract, motivate and retain a team of highly qualified executives who will drive technological innovation and business success, and to align the alignment of incentives for our named executive officers with the long-term interests of our stockholders.

Compensation Elements

Base Salary

In 2020,Since our initial public offering, the company has historically placed more emphasis on equity compensation over salary and cash incentives. After going public, the company has been re-balancing the mix of base, bonus and equity to be more aligned with the practices of a public company to manage dilution for stockholders and to emphasize both near term results and long term stock price performance. Each named executive officer received a 5% merit increase in lightbase salary and, in addition, the salary of our Chief Executive Officer was increased an additional 14% to bring his salary more in line with chief executive officers at peer group companies using the significant uncertainties createdbenchmarking analysis done by Aon. Even after these salary adjustments, our Chief Executive Officer’s base salary was just above the COVID-19 pandemic, management recommended, and our compensation committee approved, the decision not to make any adjustments to base salaries for our named25th percentile of chief executive officers in 2020. This decision was notour peer group. Mr. Whitaker received a reflection of our compensation committee’s assessment10% base salary increase, 5% of the increase was a merit increase and an additional 5% increase was related to his promotion from General Counsel to Chief Legal Officer reflecting his performance ofachievements in 2021 and increased responsibilities. This also ensured market competitiveness and aligned Mr. Whitaker’s base salary to just above the named executive officers or of the company. In March 2021, as discussed above our compensation committee approved increases to the base salaries of our named executive officers which were effective on April 1, 2021 after considering the criteria described above as well as the decision in 2020 not to make any adjustments to our NEO's base salaries in light of pandemic-driven uncertainty.50th percentile.

The annualized base salaries of our named executive officers as of December 31, 20212022 compared to December 31, 20202021 were:

For our 2023 annual incentive plan, we expect to use a performance‑based incentive framework based solely on the achievement of revenue objectives to determine annual cash bonuses for our executive officers and awarded AIP bonuses to our named executive officers as follows and as detailed below: 100% of target bonus payout to Dr. Saxonov, 100% of target bonus payout to Mr. McAnear, 100% of target bonus payout to Dr. Hindson, 75% of target bonus payout to Mr. Crutchfield and 127% of target bonus payout to Mr. Whitaker, who was concurrently promoted to the position of Chief Legal Officer of the company. Mr. Crutchfield was awarded 75% of his target bonus to reflect the commercial organization's achievements relative to financial plan in 2021 and Mr. Whitaker was awarded 127% of his target bonus to recognize his achievements in 2021 including the favorable resolution of multiple global litigation matters.employees.

The PSUs (and our Chief Executive Officer’s performance options) are 100% performance-based and represent the right to earn and vest in shares of our Class A common stock in three separate segments only if the average closing trading price is maintained at or exceeds the target stock price of $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to the applicable executive'san executive officer's continued service through each applicable vesting date, atdate. The first segment was designed to be challenging but achievable (requiring the stock price to almost double), while the third segment was designed to be a rate of 1/48th per month beginning on May 1, 2021 andstretch goal (requiring the restricted stock unitsprice to increase by over 300%). Moreover, the PSUs granted in 2021 to our namedthe executive officers vested,are designed to drive our strategic direction and value creation over the long-term by encouraging leadership continuity and motivating the executive officers with equity that rewards them for providing sustained meaningful increases in stockholder value over a four-year period. Going forward, we intend to continue to vest subject to the applicable executive's continued service through each vesting date, at a rateinclude PSUs as part of 1/16th per quarter beginning on May 21, 2021.our executive officers’ annual compensation.

The equity awards granted to our named executive officers in 20212022 are detailed below:

Our named executive officers are eligible to participate in our employee benefit programs on the same basis as our other salaried employees. We maintain a tax-qualified retirement plan (“401(k) Plan”) that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) Plan as of the first day of the month following the date they meet the 401(k) Plan’s eligibility requirements, and participants are able to defer up to 75% of their eligible compensation subject to applicable annual tax limits. All participants’ interests in their deferrals are 100% vested when contributed. We did not make any matching or profit sharing contributions to our 401(k) plan in 2021.In 2022 we initiated a 40l (k) match, capped at $2,000 per annum for each employee.

Our health and welfare benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage, and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices.

We do not generally provide perquisites or other personal benefits to our named executive officers, except in limited situations where we believe it is appropriate. We generally do not reimburse executive officers for the income taxes associated with these perquisites except for limited business-related perquisites. In circumstances where we have elected to provide perquisites or other personal benefits, and at times have elected to pay the income taxes for these business-related perquisites or other personal benefits, we have done so because we believe they are business expenses. These benefits generally represent a very small portion of an executive officer’s overall compensation and provide a benefit to us and our stockholders. During 2021,2022, we provided benefits valued at $48,522$42,588 for Dr. Saxonov and $34,469$49,780 for Mr. CrutchfieldDr. Hindson associated with their attendance with their spouses at an off-site event in 20212022 to recognize the top 2021 commercial team performers in our organization. These benefits included transportation, accommodations, food, entertainment and gross up payments for taxes due on the imputed income associated with their and their spouses' attendance at the event.

Severance Arrangements

We believe that reasonable and appropriate severance benefits are necessary in order to be competitive in our executive attraction and retention efforts. See the section titled “Potential Payments upon a Change in Control or Termination of Employment” on page 3644 for a more detailed description of these benefits.

Effective July 30, 2020, our compensation committee adopted the 10x Genomics, Inc. Change in Control Severance Policy (the "Severance Policy"), which is intended to provide severance pay and other benefits to certain eligible employees (including our NEOs except for Mr. Crutchfield) and other service providers in the event of certain terminations of employment in connection with a “change in control” (as defined in the Severance Policy). The Severance Policy also provides accelerated vesting of certain outstanding stock options and restricted stock units held by eligible employees and other service providers.

The Severance Policy became effective upon its adoption by our compensation committee and will continue in effect until December 31, 2024. The term of the Severance Policy will automatically be extended for one additional year at the end of the initial term and then again after each successive one-year period thereafter, unless it is terminated or amended by our compensation committee, the plan administrator.

The following individuals are eligible to participate in the Severance Policy, except for Mr. Crutchfield:Policy:

Under the Severance Policy, if a U.S. employee incurs a qualifying termination, then the U.S. employee will be entitled to receive the following severance payments and benefits, subject to such employee’s timely execution, delivery and non-revocation of a separation agreement and release of claims in favor of us and our affiliates and compliance with restrictive covenants set forth in the separation and release agreement (or any other agreement to which such participant is a party with us):

In addition, under the Severance Policy, if a participant (including a U.S. employee, non-U.S. employee, or consultant or advisor) remains employed or in service with us through the date on which a change in control occurs, any outstanding stock options or restricted stock units then held by the participant will be treated as follows:

WithParticipants are also eligible for any benefits provided upon termination pursuant to the exception of Mr. Crutchfield,Amended and Restated 2012 Stock Plan, the 2019 Omnibus Incentive Plan or any award agreement under any such plan. The Severance Policy provides that no U.S. employee is eligible to receive termination payments and benefits under the Severance Policy if they are entitled to any other severance payments or severance benefits under any other severance plan, policy or program we maintain, or pursuant to the terms of any employment or other agreement with us, as may be in effect from time to time. Any severance payments or severance benefits payable to a U.S. employee under the Severance Policy are in lieu of any severance payments or benefits to which such U.S. employee may otherwise have been entitled to pursuant to any other severance plan, policy or program we maintain, or pursuant to the terms of any employment or other agreement with us. Participants are also eligible for any benefits provided upon termination pursuant to the Amended and Restated 2012 Stock Plan, the 2019 Omnibus Incentive Plan or any award agreement under any such plan.

If our compensation committee determines, in its reasonable good faith and discretion, that a participant has not satisfied the conditions in the Severance Policy relating to the execution of the separation and release agreement and compliance with restrictive covenants, (i) any entitlement of the participant to receive any payments or benefits due under the Severance Policy (other than accrued payments) will be forfeited, and (ii) the participant will be obligated to promptly repay us all amounts of payments and benefits the participant previously received.

In addition, the 2019 Omnibus Incentive Plan contains clawback provisions that all awards made under the plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any clawback, forfeiture or other similar policy we have adopted or as otherwise required by law. To the extent that an award recipient receives any amount in excess of the amount that such award recipient should otherwise have received under the terms of an award for any reason

Tax and Accounting Considerations

While our board of directors and our compensation committee generally consider the financial, accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our named executive officers historically. In addition, our board of directors and our compensation committee have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our named executive officers. Section 162(m) of the Code denies a publicly‑traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non‑deductible allows us to provide compensation tailored to the needs of the company and our named executive officers and is an important part of our responsibilities and benefits our stockholders.

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation‑Stock Compensation, or ASC Topic 718, for our stock‑based compensation awards.

ASC Topic 718 requires companies to measure the compensation expense for all share‑based payment awards made to employees and directors, including stock options and restricted stock units, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

Other provisions of the Internal Revenue Code can also affect compensation decisions for our named executive officers. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The board of directors and the compensation committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.

Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The board of directors and the compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

Summary Compensation Table

The following Summary Compensation Table summarizes the total compensation of our NEOs for all services rendered to the company in all capacities for the fiscal years ending December 31, 2022, 2021 and 2020, and 2019, except that we do not show fiscal year 20192020 or 2021 compensation for Mr. CrutchfieldDr. Wilbur as he was not an NEO for the fiscal yearyears ending December 31, 2019.2020 and 2021.

Grants of Plan-Based Awards

The following table summarizes the awards granted to each of the named executive officers during the fiscal year ended December 31, 2021:2022: