🗓️ What This Document Is 📄

This is Alpha Teknova, Inc.'s definitive Proxy Statement (DEF 14A) for the 2026 Annual Meeting of Stockholders. Think of this document as the company’s formal roadmap for its governance—it tells you exactly what decisions shareholders need to vote on, who is running the company, and how they got paid.

The purpose is to solicit votes for several key items, including electing directors and ratifying the appointment of the independent auditor.

👉 The Annual Meeting is scheduled for Monday, June 1, 2026, at 12:00 p.m. Pacific Time, at the Company's offices in Hollister, CA.

🏢 Company Overview and Scale 🔬

Alpha Teknova, Inc. is a Delaware corporation operating in the life sciences industry. While the filing is purely about governance, it establishes that the company conducts business from its offices at 2451 Bert Drive, Hollister, CA 95023.

The filing confirms the company's scale by noting that as of the record date (April 2, 2026), there were 53,610,200 shares of common stock outstanding and entitled to vote.

👉 Why it matters: This is a large, established corporate filing, indicating that while the company may not be discussing revenue (which would be in the 10-K Annual Report), its governance structures are highly regulated and complex.

🗳️ Voting Instructions and Key Deadlines 📅

The proxy statement provides explicit instructions for shareholders on how to participate in the governance process. It sets clear deadlines and rules for voting to ensure that the corporate record is maintained accurately.

Record Date: Stockholders must be the owner of record as of April 2, 2026, to vote at the meeting.
Voting Methods: Stockholders have three ways to vote: in person at the Annual Meeting; via the internet (https://annualgeneralmeetings.com/tkno2026) by May 31, 2026; or by mailing a proxy card.
Voting Power: Each share of common stock is entitled to one vote per proposal.
Quorum Requirement: To properly conduct business, a quorum—the presence (or proxy representation) of a majority of the outstanding stock—is required. The filing notes that at least 26,805,101 shares must be present or represented by proxy.

🗳️ What Shareholders Are Voting On 📊

Shareholders are being asked to vote on three main proposals. These votes represent the core action items for the Annual Meeting.

Election of Directors: Voters elect three Class II directors to serve until the 2029 annual meeting.
- Board Recommendation: The board recommends voting "FOR" Irene Davis, J. Matthew Mackowski, and Brett Robertson.
Ratification of Auditors: Voters are asked to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Board Recommendation: The board recommends voting "FOR" this ratification.
Other Business: Stockholders also vote on any other business that may be properly presented at the meeting.

👉 Why it matters: The board's recommendations on these items signal what the leadership believes is best for the company's stability and compliance.

🏛️ Board Structure and Governance Model 👑

The board of directors is responsible for providing oversight, strategy, and direction to management. The board currently consists of eight directors.

Board Composition: The directors are divided into three classes with staggered three-year terms:
- Class I: Martha J. Demski, Alexander Herzick (Terms expire in 2028).
- Class II: Irene Davis, J. Matthew Mackowski, Brett Robertson (Terms expire at the Annual Meeting).
- Class III: Paul Grossman, Stephen Gunstream, Alexander Vos (Terms expire in 2027).
Controlled Company Status: The filing explicitly states that the company is a “controlled company” because Telegraph Hill Partners IV, L.P. (THP IV LP) and its affiliates beneficially own at least 50% of the voting power. This status grants the company exemptions from certain governance standards required by Nasdaq.
Board Leadership: The current structure—with Stephen Gunstream as CEO and Paul Grossman as Chairman—is stated by the board as being effective.

💼 Director Expertise and Qualifications 🌟

The board heavily emphasizes the professional background of its members. Overall, the board highlights expertise across life science products, financial/accounting, legal, and corporate development.

Key Takeaways:
- Paul Grossman: Has deep experience in life science technology, law, and intellectual property, having worked at Applied Biosystems and Life Technologies.
- Stephen Gunstream (CEO): Has over 20 years of experience in the life sciences industry, with major roles at Becton Dickinson & Co. and Integrated DNA Technologies, Inc.
- J. Matthew Mackowski: Brings significant experience as a healthcare-focused venture capital investor since 1980, through his firm, Telegraph Hill Partners.
- Martha J. Demski: Is highlighted for her deep financial and operational expertise, having served in roles including CFO and COO.

📊 The Compensation Oversight Committees 💰

The board delegates specific oversight duties to three key committees. The level of detail provided for these committees shows a commitment to robust corporate governance.

The Audit Committee 🔎

Members: Ms. Demski, Ms. Robertson, and Mr. Vos.
Chair: Ms. Demski.
Key Function: The committee oversees the company's accounting and financial reporting processes. Its responsibilities include appointing, overseeing, and evaluating the independent public accounting firm (Grant Thornton LLP), reviewing internal controls, and monitoring financial risks.
Historical Action: The committee held four meetings and did not act by written consent in fiscal year 2025.

The Compensation Committee 📈

Members: Ms. Demski, Ms. Robertson, and Mr. Grossman.
Chair: Ms. Robertson.
Key Function: This committee reviews and approves overall compensation policies and plans. It has the authority to determine and approve compensation for executive officers and senior management.
Consultants: In FY 2025, the committee engaged AON Plc as a compensation consultant to review industry-wide compensation trends.
Historical Action: The committee held six meetings and acted by written consent once in fiscal year 2025.

The Nominating and Corporate Governance Committee 🗳️

Members: Ms. Davis, Messrs. Mackowski, and Vos.
Chair: Mr. Vos.
Key Function: This committee handles all aspects of identifying, reviewing, and evaluating director candidates. They recommend nominees, set minimum qualifications for board service, and oversee corporate responsibility and sustainability issues (ESG).
Historical Action: The committee held four meetings and did not act by written consent in fiscal year 2025.

💰 Non-Employee Director Compensation Details 💸

This section is highly detailed, outlining exactly how much the independent directors were paid in the fiscal year ended December 31, 2025.

Compensation Structure: Compensation includes annual cash compensation, annual retainers, and equity awards (options/restricted stock units).
Compensation Limitations: The company is subject to a $750,000 annual compensation limit for non-employee directors (unless first appointed that year, then $1,000,000).
Annual Equity Grant: All independent directors receive an annual equity grant of 54,300 non-qualified stock options, which vest on the first anniversary of the grant date.
Total Compensation (FY 2025): The non-employee directors received the following total compensation:
- Martha J. Demski: $187,519
- Paul Grossman: (Not listed in the specific table, but is a director)
- Alexander Herzick: (Not listed in the specific table, but is a director)
- J. Matthew Mackowski: $185,019
- Brett Robertson: $185,019
- Alexander Vos: $180,019

👉 Why it matters: These tables provide full transparency, allowing investors to see the financial commitment the company is making to its independent oversight leaders.

💡 Governance Principles and Risk Oversight ⚠️

The board established several formal guidelines—including a Code of Business Conduct and Ethics and risk management protocols—to maintain ethical and operational consistency.

Risk Oversight: The board accepts the ultimate responsibility for risk oversight, while management handles day-to-day risk management. The Audit Committee specifically assists by reviewing major financial risk exposures and internal controls.
Committees' Role in Risk: Each committee has defined risk responsibilities:
- Audit Committee: Monitors financial reporting and internal control risks.
- Compensation Committee: Assesses risks created by compensation incentives.
- Nominating/Governance Committee: Oversees the management of board structure and corporate governance risk.
Transparency: The board commits to filing a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting to announce preliminary voting results.

💌 Stakeholder Communication and Proposals 📢

The company provides specific procedures for how stockholders can communicate with the board and submit proposals for future meetings.

Stockholder Communication: Shareholders can communicate with the board or individual directors by sending letters to the Corporate Secretary at Alpha Teknova, Inc., 2451 Bert Dr., Hollister, CA 95023.
Proposing Future Action: Stockholders wishing to propose actions for the 2027 annual meeting must submit their written proposals by December 23, 2026.
Notice Procedure: Stockholders who wish to present a proposal but do not want it included in the proxy statement must deliver written notice to the Corporate Secretary between February 1, 2027, and March 3, 2027 (for the 2072 meeting, assuming no significant time shift).

📞 Contact Information and Resources 🗺️

For all further inquiries regarding the proxy materials, Alpha Teknova provides specific contact points:

Corporate Secretary: Alpha Teknova, Inc., 2451 Bert Dr., Hollister, CA 95023.
Proxy Material Inquiries (Householding): Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119, c/o Proxy Department.

🧠 The Analogy 🏫

Voting on a proxy statement is like going to a student council election for a school administration. The school board (the directors) provides the official playbook (the proxy statement) listing: 1) Who the candidates are (directors), 2) What jobs the subcommittees do (Audit, Compensation), 3) How much everyone gets paid (compensation), and 4) The rules for running the meeting (quorum, voting mechanics). Your vote is your chance to determine the leadership's direction, even if you aren't physically present.

🧩 Final Takeaway — 3 lines.

This proxy statement is a deep dive into Alpha Teknova's corporate governance, confirming that all major decisions—from electing directors to setting executive pay—are structured, monitored, and subject to shareholder voting. The detailed committee work and transparent pay disclosures show a highly regulated and mature oversight framework. The key actionable takeaway is monitoring the recommended votes on June 1, 2026, and reviewing the roles of the elected directors.

TKNO annual proxy statement proposes electing directors and ratifying auditor