DEF 14A

DEF 14A 1 d427844ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12.

AKILI, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Akili, Inc.

125 Broad Street, Fifth Floor

Boston, MA 02110

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To be held on May 2, 2023

To Our Stockholders:

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Akili, Inc. (“Annual Meeting”) is scheduled to be held virtually via live webcast on Tuesday, May 2, 2023, beginning at 10:00 a.m. Eastern Time for the following purposes:

(1)

To elect two Class I directors to our Board of Directors, each to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, death or removal;

(2)

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

(3)

To consider and act upon any other matters that may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the record date for the Annual Meeting as March 3, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of registered stockholders will be available to holders of our common stock as of the close of business on the record date during the Annual Meeting for examination at www.proxydocs.com/AKLI.

You will be able to attend and listen to the virtual Annual Meeting live online, vote online, and submit your questions during the meeting by visiting www.proxydocs.com/AKLI and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. We believe that hosting a “virtual” meeting will enable greater stockholder attendance and participation from any location around the world.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Voting will ensure you are represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting. To facilitate voting, internet and telephone voting are available. The instructions for voting are on the proxy card. If you hold your shares through a bank, broker or other holder of record, please follow the voter instructions you received from the holder of record.

Each of the matters to be acted upon at the Annual Meeting are more fully described in our proxy statement. The Board of Directors recommends that you vote for the director nominees and in favor of the other proposal outlined in the accompanying proxy statement.

Under Securities and Exchange Commission rules, we are providing access to the proxy materials for the Annual Meeting via the internet. Accordingly, you can access the proxy materials at www.proxydocs.com/AKLI and vote at www.proxypush.com/AKLI. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. The Notice is being

mailed to stockholders commencing on or about March 22, 2023. Please carefully review the proxy statement and act as soon as possible to vote your shares whether or not you intend on attending the Annual Meeting. If you attend the virtual Annual Meeting and decide to vote during the Annual Meeting, you may withdraw your proxy by voting at the Annual Meeting.

Thank you for your continued support.

By Order of the Board of Directors

LOGO

Jacqueline Studer, J.D.

Chief Legal Officer and Corporate Secretary

Boston, Massachusetts

March 22, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 2, 2023 at 10:00 a.m. Eastern Time via a live audio webcast at www.proxydocs.com/AKLI.

The Notice of Annual Meeting, Proxy Statement and our Annual Report are available electronically at www.proxydocs.com/AKLI

TABLE OF CONTENTS


	Page
PROXY STATEMENT—GENERAL INFORMATION		1
PROPOSAL NO. 1: ELECTION OF DIRECTORS		6
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		11
DIRECTOR COMPENSATION		17
EXECUTIVE COMPENSATION		20
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		31
REPORT OF THE AUDIT COMMITTEE		34
PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023		35
STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING		37
SOLICITATION OF PROXIES		37
HOUSEHOLDING		37
OTHER MATTERS		38
ANNUAL REPORT ON FORM 10-K		38

Akili, Inc.

125 Broad Street, Fifth Floor

Boston, MA 02110

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2023

GENERAL INFORMATION

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Akili, Inc. (the “Company,” “Akili,” “we,” “us,” and “our”) is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournments or postponements of the Annual Meeting. The Annual Meeting will be held virtually via live interactive webcast on the internet on May 2, 2023, at 10:00 a.m. Eastern Time. If you held shares of our common stock, $0.0001 par value per share (the “Common Stock”), on March 3, 2023 (the “Record Date”), you are invited to attend the Annual Meeting at www.proxydocs.com/AKLI and vote on the proposals described below under the heading “What am I voting on?”

All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to commence the mailing of the Notice on or about March 22, 2023, to all stockholders of record entitled to vote at the Annual Meeting.

We note that information contained on or accessible through the annual meeting voting website, proxy materials website, or our company or investor relations website is not a part of this Proxy Statement, and the inclusion of such website addresses in this Proxy Statement are inactive textual references only.

What am I voting on?

There are two proposals scheduled to be voted on at the Annual Meeting:

•

Proposal 1: Election of two Class I director nominees named in this Proxy Statement to our Board of Directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, death or removal; and

•

Proposal 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

•

“FOR” Proposal 1: the election of each of the two Class I director nominees named in this Proxy Statement to our Board of Directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, death or removal; and

•

“FOR” Proposal 2: the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Who can vote at the Annual Meeting?

If you were a holder of record of the Company’s Common Stock as of the close of business on March 3, 2023, the Record Date for the Annual Meeting, you may vote your shares at the Annual Meeting. As of the Record Date, there were 78,101,085 shares of Common Stock outstanding and entitled to vote. This number excludes treasury shares, as Company treasury shares will not be voted. Each stockholder has one vote for each share of Common Stock held as of the Record Date.

A list of our stockholders of record will be open for examination by any stockholder beginning ten days prior to the Annual Meeting at our headquarters located at 125 Broad Street, Fifth Floor, Boston, MA 02110. If you would like to view the list, please contact our Corporate Secretary to schedule an appointment by calling (617) 456-0597 or writing to her at the address above. In addition, the list will be available for inspection by stockholders on the virtual meeting website during the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with Akili’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote live online at the meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card that may be mailed to you or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting via the internet at www.proxydocs.com/AKLI. However, because you are not the stockholder of record, you may not vote your shares live online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

How can I attend the Annual Meeting?

If you are a stockholder of record or a beneficial owner as of the Record Date, you are invited to attend the Annual Meeting live via the internet at www.proxydocs.com/AKLI. You must have your 16-digit control number listed on your Notice, the proxy card or in the instructions that accompanied your proxy materials to enter the meeting. The webcast starts at 10:00 a.m. Eastern Time. You may vote and submit questions while attending the meeting on the internet. Instructions on how to attend and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/AKLI.

What if I return the proxy card to the Company but do not make specific choices?

If you return a signed, dated proxy card to the Company without making any voting selections, the named proxies will vote your shares:

•

“FOR” Proposal 2: the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

The Company does not expect that any matters other than the election of directors and the other proposal described in this Proxy Statement will be brought before the Annual Meeting. The persons appointed as proxies will vote in their discretion on any other matters that may properly come before the Annual Meeting or any postponements or adjournments thereof, including any vote to postpone or adjourn the Annual Meeting.

How do I revoke my proxy?

If you are a stockholder of record, you may revoke your proxy by (1) following the instructions on your Notice and entering a new vote over the Internet or by telephone by the cutoff time of 11:59 p.m. Eastern Time on May 1, 2023, (2) attending the Annual Meeting online and voting by following the instructions at www.proxypush.com/AKLI or (3) by filing an instrument in writing revoking the proxy or submitting another duly executed proxy card bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary.

How many shares must be present or represented to conduct business at the Annual Meeting?

A quorum of stockholders is necessary to hold a valid annual meeting of stockholders. A quorum will be present if the stockholders holding at least a majority of the outstanding number of shares of Common Stock entitled to vote are present, in person or by proxy, at the Annual Meeting. On the record date, there were 78,101,085 shares of Common Stock outstanding and entitled to vote. Thus, the holders of at least 39,050,543 shares of Common Stock must be present or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote live online at the Annual Meeting. Abstentions and shares represented by broker non-votes are counted for the purpose of determining whether a quorum is present. If there are insufficient votes to constitute a quorum at the time of the Annual Meeting, the holders of Common Stock representing a majority of the voting power present at the Annual Meeting or the presiding officer may adjourn the Annual Meeting to another place (if any), date or time and from time to time.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for Proposal 1 to elect two Class I directors (which Proposal is considered a “non-routine matter”), votes “FOR,” “WITHHOLD” and broker non-votes, and for Proposal 2 to ratify the appointment of KPMG LLP as our independent registered public accounting firm (which Proposal is considered a “routine matter”), votes “FOR” and “AGAINST,” abstentions and, if applicable, broker non-votes.

What are “broker non-votes”?

A “broker non-vote” occurs when your broker submits a proxy card for your shares of Common Stock held in street name, but does not vote on a particular proposal because the broker has not received voting instructions from you and does not have the authority to vote on that matter without instructions. Under the rules that govern brokers who are voting shares held in street name, brokers have the discretion to vote those shares on routine matters but not on non-routine matters. Proposal 1 is considered to be “non-routine” under these rules such that your broker may not vote your shares on this proposal in the absence of your voting instructions. Conversely, Proposal 2 is considered to be a “routine” matter under these rules and thus if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

What is the voting requirement to approve each of the proposals?

Proposal One—Election of Class I Directors

The election of Class I director nominees requires a plurality vote of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and voting on the election of directors. The two director nominees receiving the highest number of “FOR” votes cast by the holders of shares of Common Stock voting at the Annual Meeting will be elected. Accordingly, “WITHHOLD” votes and broker non-votes will have no effect on the outcome of the election of directors. Stockholders have no right to cumulative voting as to any matters, including the election of directors.

Proposal Two—Ratification of the Appointment of our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

The proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast by the holders of all of the shares of Common Stock present or represented by proxy at the meeting and voting on such proposal. Abstentions and broker non-votes, if any, will have no effect on the outcome of the ratification of the appointment of KPMG LLP.

How do I vote my shares of Akili Common Stock?

Stockholders may vote shares of our Common Stock using any of the following means:

Voting by Proxy Cards. A registered stockholder may vote shares until voting is completed at the Annual Meeting by requesting and returning a duly completed and executed proxy card. All proxy cards received by us that have been properly signed and have not been revoked will be voted in accordance with the instructions contained in the proxy cards.

Voting by Telephone or Internet. A registered stockholder may vote shares until voting is completed at the Annual Meeting by calling the toll-free number indicated on the Notice and following the recorded instructions or by accessing the website indicated on the Notice and following the instructions provided. When a stockholder votes by telephone or internet, his, her or its vote is recorded immediately.

Voting by Internet During the Annual Meeting. Instructions on how to attend and vote at the meeting are described at www.proxypush.com/AKLI. If a stockholder attends the Annual Meeting and votes his, her or its shares during the meeting via the voting instructions described at www.proxypush.com/AKLI, then any previous votes that were submitted by the stockholder, whether by internet, telephone or mail, will be superseded by the vote that such stockholder casts during the Annual Meeting. Further, if the shares are held of record by a broker and a stockholder wishes to vote at the Annual Meeting, he, she or it must obtain a proxy issued in his, her or its name from the record holder in accordance with the materials and instructions for voting provided by his, her or its broker.

Voting by “Street Name” Stockholders. If stockholders hold shares in “street name,” then those stockholders may vote in accordance with the materials and instructions for voting the shares provided by their broker. If “street name” stockholders wish to vote shares at the Annual Meeting, then they must obtain proxies from their broker in order to vote their shares at the Annual Meeting in accordance with the materials and instructions for voting provided by his, her or its broker. If a “street name” stockholder does not vote by proxy or otherwise give voting instructions to their broker, such shares will not be voted by the broker for Proposal 1 at the Annual Meeting.

Changing Votes. A registered stockholder may change his, her or its vote at any time before it is voted at the Annual Meeting by (1) delivering a proxy revocation or another duly executed proxy bearing a later date to Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary, which revocation or later-dated proxy is received by us prior to the close of business on May 1, 2023; (2) voting again by telephone or

internet in the manner described above; or (3) attending the Annual Meeting and voting via the internet during the Annual Meeting using the procedures described at www.proxypush.com/AKLI. Attending the Annual Meeting via the internet will not revoke a proxy unless the stockholder actually votes via the internet during the Annual Meeting. “Street name” stockholders who wish to revoke or change their votes after returning voting instructions to their broker may do so in accordance with the materials and instructions provided by their broker or by contacting such broker to effect the revocation or change of vote.

How can I find out the results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting the investor relations section of our website at https://investors.akiliinteractive.com or by writing to Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary.

How and when did Akili, Inc. become a public company?

On January 26, 2022, Akili Interactive Labs, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Social Capital Suvretta Holdings Corp. I (“SCS”) and Karibu Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub merged with and into Akili Interactive Labs, Inc., with Akili Interactive Labs, Inc. surviving the merger as a wholly-owned subsidiary of SCS (the “Merger”). In connection with the Merger, SCS was renamed Akili, Inc. and listed on Nasdaq under the symbol “AKLI”. Akili Interactive Labs, Inc. became a wholly-owned subsidiary of SCS, and SCS was immediately renamed Akili, Inc. upon completion of the Merger (the “Closing”) on August 19, 2022 (the “Closing Date”). Each share of Akili Interactive Labs, Inc. common stock that was issued and outstanding immediately prior to the Closing Date, after giving effect to the conversion of all issued and outstanding shares of Akili Interactive Labs, Inc. preferred stock to Akili Interactive Labs, Inc. common stock, was canceled and converted into the right to receive a number of shares of Akili, Inc. common stock equal to the Conversion Ratio multiplied by the number of shares of Akili Interactive Labs, Inc. common stock. As a condition to the consummation of the Merger, SCS deregistered as an exempted company in the Cayman Islands and domesticated as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”).

What is “legacy Akili”?

References in this proxy statement to “legacy Akili” refer to Akili Interactive Labs, Inc. prior to the August 19, 2022 closing of the Business Combination.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors (“Board”) currently consists of seven members, five of whom are “independent directors” under applicable Nasdaq rules. In accordance with the terms of our certificate of incorporation and our bylaws, our Board is divided into three classes, with members of each class serving staggered three-year terms provided that directors elected to each class shall serve until such director’s successor is duly elected and qualified or until such director’s earlier resignation, death or removal. The directors are divided among the three classes as follows:

•

the Class I directors are Kenneth Ehlert and Mary Hentges, and their terms will expire at the Annual Meeting;

•

the Class II directors are Christine Lemke and William “BJ” Jones, Jr., and their terms will expire at the annual meeting of stockholders to be held in 2024; and

•

the Class III directors are W. Edward Martucci II, Ph.D., Chamath Palihapitiya and Adam Gazzaley, M.D., Ph.D., and their terms will expire at the annual meeting of stockholders to be held in 2025.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our certificate of incorporation provides that directors may be removed only for cause and then only by the affirmative vote of not less than two-thirds (2/3) of the holders of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our Board, however occurring, including a vacancy resulting from an increase in the size of our Board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum. It is expected that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Based upon the recommendation of our Board’s Nominating and Corporate Governance Committee, our Board has nominated Kenneth Ehlert and Mary Hentges for election as Class I directors at the Annual Meeting, each to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation, death or removal. Each of the nominees is presently a director, and each has indicated a willingness to continue to serve as a director, if elected. If for some unforeseen reason a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our Board.

Skills, Experience and Commitment to Diversity

Our priority in selection of members of our Board is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among our Board members, knowledge of our business and understanding of the competitive landscape. Although we have no formal policy regarding board diversity, our Board recognizes the importance and the value of diversity and seeks directors with varying professional backgrounds and other differentiating personal characteristics who combine a broad spectrum of experience and expertise with a reputation for integrity.

Board Diversity Matrix

In accordance with Nasdaq’s board diversity listing standards, the below disclosure includes aggregated statistical information about the members of our Board as voluntarily identified to us by each of our directors.


Board Diversity Matrix (As of March 1, 2023)
Total Number of Directors:	7
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		2		5		—		—
Part II: Demographic Background
African American or Black		1		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		1		1		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		1		3		—		—
Two or More Races or Ethnicities		1		—		—		—
LGBTQ+		1		—

Did Not Disclose Demographic Background		—		—

Nominees for Election as Class I Directors

Biographical information as of March 1, 2023, including principal occupation and business experience during the last five years, for our nominees for election as Class I directors at our Annual Meeting is set forth below.

Class I Directors (Term Expires at Annual Meeting)

Kenneth Ehlert, age 53, has served as a member of our Board since August 2022 and as a member of legacy Akili’s board of directors from December 2021 to August 2022. Previously, he held senior leadership positions at UnitedHealth Group, a publicly traded managed healthcare and insurance company, including most recently as Chief Scientific Officer from December 2017 to July 2021. From January 2009 until December 2017, Mr. Ehlert served as Chief Executive Officer of Savvysherpa Inc., a research and development firm. Mr. Ehlert holds a B.A. in economics and mathematics from Brigham Young University and an M.S. in applied economics from the University of Minnesota. We believe that Mr. Ehlert is qualified to serve on our Board due to his extensive experience in management positions in healthcare and health insurance companies.

Mary Hentges, age 64, has served as a member of our Board since October 2022. Ms. Hentges serves as advising Chief Financial Officer to Noom, Inc., a weight loss company, through KongBasile Consulting since November 2022 and served as Interim Chief Financial Officer for ShotSpotter, a precision policing solutions company, from October 2020 to January 2021. Ms. Hentges previously served as Chief Financial Officer of Yapstone, Inc., a digital payments provider, from 2012 to 2014, Chief Financial Officer of CBS Interactive, an internet media company, from 2010 to 2012, and as Chief Financial Officer of PayPal, Inc., a global digital financial services provider, from 2003 to 2010. Ms. Hentges has served as a director of Upstart Holdings, Inc., a publicly traded artificial intelligence lending marketplace company, since 2019. She is also a Certified Public Accountant (inactive). Ms. Hentges holds a B.S. in Accounting from Arizona State University. We believe that Ms. Hentges is qualified to serve on our Board because of her financial expertise and extensive experience serving as an executive in the technology industry.

The proxies will be voted in favor of the director nominees unless a contrary specification is made in the proxy.

Board of Directors Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF KENNETH EHLERT AND MARY HENTGES AS CLASS I DIRECTORS, EACH FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD IN 2026.

Directors Continuing in Office

Biographical information as of March 1, 2023, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

Class II Directors (Term Expires at 2024 Annual Meeting)

William (“BJ”) Jones, Jr., age 59, has served as a member of our Board since August 2022. Mr. Jones is Chief Commercial Officer of Biohaven Pharmaceuticals Holding Company Ltd., a publicly traded biopharmaceutical company, where he has been responsible for building the company’s commercial capability and launching their first FDA-approved product (Nurtec ODT), since April 2019. Prior to Biohaven, from January 2016 to March 2019, Mr. Jones served as Vice President, Head of Sales and Commercial Operations for the general medicine business unit of Takeda Pharmaceutical Company Limited, a publicly traded pharmaceutical company. Mr. Jones holds a B.S. in human factors engineering from the U.S. Air Force Academy, an M.S. in industrial engineering from Texas A&M University and an MBA from the Stanford University Graduate School of Business. We believe that Mr. Jones is qualified to serve on our Board due to his experience in the pharmaceutical industry.

Christine Lemke, age 46, has served as a member of our Board since August 2022 and as a member of legacy Akili’s board of directors from September 2021 to August 2022. Since March 2012, Ms. Lemke has been employed by Evidation Health, Inc., a real-world health measurement and engagement platform, where she currently serves as Co-Chief Executive Officer and Director. Since February 2016, she has also served as Co-Founder and General Partner of Ensemble Labs, GP, an investor in early-stage health technology companies. Prior to Evidation Health and Ensemble Labs, Ms. Lemke was co-founder and Chief Operating Officer of Sense Networks, Inc., developers of the first machine learning platform for mobile phone activity data. Ms. Lemke holds a B.A. in business from the University of Washington and an MBA from HEC Paris. We believe that Ms. Lemke is qualified to serve on our Board due to her leadership in the digital health and biopharmaceutical commercialization industry.

Class III Directors (Term Expires at 2025 Annual Meeting)

Adam Gazzaley, M.D., Ph.D., age 54, one of Akili’s co-founders, has served as a member of our Board and Chief Science Advisor since August 2022, as a member of legacy Akili’s board of directors from November 2014 to August 2022 and as legacy Akili’s Chief Science Advisor from January 2011 to August 2022. Dr. Gazzaley is the David Dolby Distinguished Professor of Neurology, Physiology and Psychiatry at the University of California, San Francisco (“UCSF”), and the Founder & Executive Director of Neuroscape at UCSF, where he has been employed since July 2005. Additionally, Dr. Gazzaley is co-founder and has served as Chief Scientific Advisor of JAZZ Venture Partners LLC, a venture capital firm focused on technologies that improve human performance, since September 2015. Dr. Gazzaley has also been on the Board of Trustees of the California Academy of Sciences since May 2019, a Science Council Member there since August 2019, and a Science Fellow there since May 2020. From January 2015 to January 2018, he served as a Science Board member of the President’s Council on Fitness, Sports & Nutrition. Dr. Gazzaley holds a B.S. in biochemistry from Binghamton University, and a Ph.D. in neuroscience and an M.D. from Mount Sinai School of Medicine. He completed his postdoctoral fellowship in neuroscience at Mount Sinai School of Medicine and his residency in neurology at the hospital of the University of Pennsylvania. We believe that Dr. Gazzaley is qualified to serve on our Board because of his scientific background, research in neuroscience and experience in the life sciences industry.

W. Edward Martucci II, Ph.D., age 41, one of Akili’s co-founders, has served as our Chief Executive Officer and as a member of our Board since August 2022. Dr. Martucci served in the same capacity at legacy Akili from August 2015 until August 2022, including as Akili’s employee beginning in September 2017. From June 2009 to September 2017, Dr. Martucci was employed by PureTech Health PLC, a publicly traded biotherapeutics company, where he co-founded Akili in 2011 and served as legacy Akili’s Chief Operating Officer from 2011 until August 2015. Since February 2017, he has served on the board of the Digital Therapeutics Alliance, a digital therapeutics industry advocacy organization. Dr. Martucci holds a B.S. in biochemistry from Providence College and a M.Phil. and Ph.D. in molecular biophysics and biochemistry from Yale University. We believe Dr. Martucci is qualified to serve on our Board due to his knowledge of Akili as co-founder, his scientific background and knowledge of the broader industry.

Chamath Palihapitiya, age 46, has served as a member and as chair of our Board since August 2022 and served as Chief Executive Officer and a member of the board of directors of Social Capital Suvretta Holdings Corp. I from February 2021 to August 2022. Mr. Palihapitiya founded Social Capital in 2011 and has been its Managing Partner since its inception. Mr. Palihapitiya also serves as the Chief Executive Officer and the Chairman of the board of directors of each of Social Capital Suvretta Holdings Corp. II and Social Capital Suvretta Holdings Corp. IV. Mr. Palihapitiya previously served as the Chief Executive Officer and the Chairman of the board of directors of Social Capital Suvretta Holdings Corp. Ill from February 2021 until the consummation of its business combination with ProKidney in July 2022. Mr. Palihapitiya also previously served (i) as the Chief Executive Officer and the Chairman of the board of directors of Social Capital Hedosophia Holdings Corp. from May 2017 until the consummation of its business combination with Virgin Galactic in October 2019, and served as the Chairman of the board of directors of Virgin Galactic until February 2022, (ii) as the Chief Executive Officer and the Chairman of the board of directors of Social Capital Hedosophia Holdings Corp. II until the consummation of its business combination with Opendoor Labs Inc. in December 2020, (iii) as the Chief Executive Officer and the Chairman of the board of directors of Social Capital Hedosophia Holdings Corp. Ill until the consummation of its business combination with Clover Health Investments, Corp. in January 2021, (iv) as the Chief Executive Officer and the Chairman of the board of directors of Social Capital Hedosophia Holdings Corp. IV, (v) as the Chief Executive Officer and Chairman of the board of directors of Social Capital Hedosophia Holdings Corp. V until the consummation of its business combination with Social Finance, Inc. in May 2021 and (vi) as the Chief Executive Officer and the Chairman of the board of directors of Social Capital Hedosophia Holdings Corp. VI. Mr. Palihapitiya also served as a director of Slack Technologies Inc. from April 2014 until October 2019. Prior to founding Social Capital in 2011, Mr. Palihapitiya served as Vice President of User Growth at Facebook, and is recognized as having been a major force in its launch and growth. Mr. Palihapitiya was responsible for overseeing Monetization Products and Facebook Platform. Prior to working for Facebook, Mr. Palihapitiya was a principal at the Mayfield Fund, one of the United States’ oldest venture firms, before which he headed the instant messaging division at AOL. Mr. Palihapitiya graduated from the University of Waterloo, Canada with a degree in electrical engineering. We believe that Mr. Palihapitiya’s extensive management history and experience in identifying, investing in and building next-generation technologies and companies provide him with the qualifications to serve on our Board.

There are no material legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Executive Officers Who Are Not Directors

Biographical information as of March 1, 2023 for our executive officers who are not directors is listed below.

Matthew Franklin, age 49, has served as our President and Chief Operating Officer since August 2022. Mr. Franklin served in the same capacity at legacy Akili from June 2022 until August 2022. Prior to joining us, from January 2021 to June 2022, Mr. Franklin served as General Manager of the Precision Oncology business unit at Exact Sciences Corp., a publicly traded molecular diagnostics company. From March 2020 to January 2021, Mr. Franklin served as Chief Commercial Officer of Thrive Earlier Detection Corp., a healthcare company,

where he led the go-to-market strategy development for their multi-cancer early detection assay. From August 2018 to January 2020, Mr. Franklin served as Chief Business Officer of ArcherDX Inc., a growth-stage molecular diagnostics company, where he was responsible for establishing and scaling the global sales, customer support, marketing, market access, business development and corporate development teams. From March 2015 to July 2018, Mr. Franklin served as Senior Vice President of Global Marketing and Clinical Product Strategy of Foundation Medicine Inc., a molecular insights company which was acquired by Roche Holdings, Inc. in 2018. Mr. Franklin holds a B.A. in English Literature from Northwestern University and an MBA from the University of Michigan, Ann Arbor.

Santosh Shanbhag, age 46, has served as our Chief Financial Officer since August 2022. Mr. Shanbhag served in the same capacity at legacy Akili from March 2019 until August 2022. Prior to joining us, from July 2010 to March 2019, Mr. Shanbhag held senior finance leadership roles at Vertex Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, most recently as Vice President and Head of International Finance and Accounting where he helped build out the international business and secure reimbursement for novel medicines in key international markets. Prior to Vertex, Mr. Shanbhag served in positions of increasing responsibility at Capgemini Consulting, a global leader in consulting, digital transformation, technology and engineering services, and at Texas Instruments Incorporated, a publicly traded technology company. Mr. Shanbhag holds a B.E. in engineering from MSRIT, Bangalore, India, an M.S. in mechanical engineering from the University of Massachusetts, Amherst and an M.S. in management and engineering from the Massachusetts Institute of Technology and the Sloan School of Management.

Jacqueline Studer, J.D., age 64, has served as our Chief Legal Officer and Secretary since August 2022. Ms. Studer served in the same capacity at legacy Akili from January 2022 to August 2022 and previously served as legacy Akili’s Senior Vice President, General Counsel and Secretary from March 2019 to December 2021. Prior to joining us, from June 2014 to March 2019, Ms. Studer led the legal, compliance and regulatory organizations as Corporate Vice President, General Counsel and Secretary of IDEXX Laboratories Inc., a publicly traded multinational corporation. Ms. Studer has held prior roles leading the legal, privacy and compliance organizations at Blue Health Intelligence, LLC, a healthcare data and analytics company, and at Allscripts Healthcare Solutions, Inc., a publicly traded healthcare information technology company. Earlier in her career, Ms. Studer held various leadership positions at GE Healthcare Inc., a medical technology company and subsidiary of General Electric Company, including as General Counsel of the GE Healthcare IT & Performance Solutions divisions. Ms. Studer began her legal career at Cooley LLP. Ms. Studer holds a B.S. in management from Purdue University and a J.D. from Columbia University School of Law.

There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he or she was or is to be selected as an executive officer.

There are no material legal proceedings to which any of our executive officers is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Independence

Based on business and personal information provided by each director concerning her or his background, employment, and affiliations, including family relationships, our Board determined that each of the directors on our Board, except for W. Edward Martucci II and Adam Gazzaley, qualifies as an “independent director” as defined in Nasdaq listing standards and applicable SEC rules and regulations. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of 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. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and Akili with regard to each director’s business and personal activities and relationships as they may relate to Akili and its management, including the beneficial ownership of capital stock by each non-employee director and any related party transactions involving them.

Role of the Board in Risk Oversight

Management will regularly report on any potential material risks to our Board at its meetings. Management reports regularly to the full Board, which also considers our material risks, with input from our various Board committees. Our Audit Committee also has certain statutory, regulatory, and other responsibilities with respect to oversight of risk assessment and risk management. Specifically, the Audit Committee is responsible for review and discussion of the Company’s risk assessment and risk management. For example, the Audit Committee may discuss or consider the Company’s major risk exposures, including financial, operational, privacy, security, cybersecurity, competition, legal, regulatory and accounting risk exposures and the steps that the Company’s management has taken to monitor and control such exposures.

Our Board’s other independent committees also oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee considers the risks to our business associated with our compensation policies and practices, with respect to both executive compensation and compensation generally, and our Nominating and Corporate Governance Committee considers risks relating to Board and management succession planning and corporate governance matters.

Board and Committee Meetings

We became a public company upon the closing of the Business Combination with Social Capital Suvretta Holdings Corp. I in August 2022. As such, following the closing of the Business Combination and through December 31, 2022: our Board met three times, our Audit Committee met three times, our Compensation Committee met one time, and our Nominating and Corporate Governance Committee did not have any formal meetings during that time. Each Board member attended 75% or more of the aggregate number of Board meetings and meetings of the committees on which he or she served during the portion of the last fiscal year, from the closing of the Business Combination through December 31, 2022, for which he or she was a director or committee member.

Director Attendance at Annual Meeting of Stockholders

We encourage our directors to attend the Annual Meeting of Stockholders.

Committees of the Board

Our Board has the authority to appoint committees to perform certain management and administration functions and currently has three standing committees: the Audit Committee, the Compensation Committee and the

Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation, death or removal or until otherwise determined by our Board. The charters for each of these committees, as well as our Code of Ethics and our Corporate Governance Guidelines, are available on the investor relations section of our company website at https://investors.akiliinteractive.com.

Audit Committee

Our Audit Committee consists of Kenneth Ehlert, Mary Hentges and William “BJ” Jones, Jr. Our Board has determined that each member of the Audit Committee is independent under the applicable Nasdaq listing rules and Rule 10A-3(b)(1) of the Exchange Act. Mary Hentges is the Chair of the Audit Committee. Our Board has determined that Mary Hentges is an “audit committee financial expert” within the meaning of SEC regulations. Our Board has also determined that each member of the Audit Committee has the requisite financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, our Board has examined each Audit Committee member’s scope of experience and the nature of their experience reading and understanding financial statements.

The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to accounting, financial, and other reporting and internal control practices and to oversee the independent registered accounting firm.

Specific responsibilities of the Audit Committee include:

•

selecting a qualified firm to serve as the independent registered public accounting firm to audit the financial statements of the company;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the annual audited financial statements and quarterly financial statements of the company;

•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing and discussing policies on risk assessment and risk management;

•

discussing or considering the Company’s major risk exposures such as financial, operational, privacy, security, cybersecurity, competition, legal, regulatory, hedging and accounting and the steps that the Company’s management has taken to monitor and control such exposures;

•

reviewing related party transactions;

•

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

•

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

Compensation Committee

Our Compensation Committee consists of Mary Hentges and Christine Lemke. Christine Lemke is the Chair of the Compensation Committee. Our Board has determined that each member of the Compensation Committee is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. Our Board has

determined that each member of the Compensation Committee is independent under the applicable Nasdaq listing rules. The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board to oversee the Company’s compensation structure, policies and programs and to review the processes and procedures for the consideration and determination of director and executive compensation.

Specific responsibilities of the Compensation Committee include:

•

recommending to the Board goals and objectives, non-equity compensation, and equity grants of all senior officers;

•

recommending to the Board goals and objectives, non-equity compensation, and equity grants for the Chief Executive Officer;

•

recommending to the Board non-equity compensation and equity grants for the directors and the Chair;

•

reviewing and discussing with the Board corporate succession plans for the CEO and key officers;

•

reviewing and discussing with management its talent development and related initiatives;

•

assisting the Board with its oversight of the Company’s strategies, programs, and initiatives related to employee health, safety, and well-being, engagement, pay equity, and diversity and inclusion;

•

selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the Compensation Committee’s compensation advisors;

•

reviewing and recommending to the Board employment agreements, severance arrangements and change-of-control agreements or provisions for executive officers and other senior management, as appropriate; and

•

reviewing the policies relating to compensation and benefits of employees.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Kenneth Ehlert and William “BJ” Jones, Jr. William “BJ” Jones, Jr. is the Chair of the Nominating and Corporate Governance Committee. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under applicable Nasdaq listing rules.

Specific responsibilities of our Nominating and Corporate Governance Committee include:

•

recommending to the Board for its approval criteria for Board and committee membership;

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establishing a process for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

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identifying individuals qualified to become Board members;

•

recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;

•

developing and recommending to the Board corporate governance guidelines and periodically reviewing those guidelines and the code of conduct and business ethics and recommending any changes; and

•

overseeing a periodic evaluation of the Board and its committees.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. We will provide a copy of our Code of Ethics without charge to any

person upon written request made to Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary. The Code of Ethics is available on the investor relations section of our company website at https://investors.akiliinteractive.com. We intend to disclose any amendments to the Code of Ethics, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements.

Director Nomination Process

Our Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to serve as directors on our Board and as members of our Board committees, consistent with criteria approved by our Board, and recommending such persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The policies and procedures followed by our Nominating and Corporate Governance Committee, such as those in our Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter, to identify and evaluate director candidates may include soliciting recommendations from any or all of the following sources: non-management directors, the Chief Executive Officer, other executive officers, third-party search firms or any other source it deems appropriate. If our Nominating and Corporate Governance Committee decides that an additional or replacement director is required, it may do whatever it considers appropriate to evaluate a director candidate, including interviewing the candidate (and, if applicable, the securityholder(s) recommending the candidate), engaging an outside search firm to gather additional information, and relying on the knowledge of the members of the Nominating and Corporate Governance Committee, other directors and management. Our Nominating and Corporate Governance Committee requires the following qualifications to be satisfied by any nominee for a position on our Board:

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high standards of personal and professional ethics and integrity;

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proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment;

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skills that are complementary to those of members of the existing Board;

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the ability to assist and support management and make significant contributions to the Company’s success; and

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an understanding of the fiduciary responsibilities required of a director and a commitment to devote the time and energy necessary to perform those responsibilities.

The Nominating and Corporate Governance Committee may also consider factors such as character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, conflicts of interest, and other commitments. The Nominating and Corporate Governance Committee evaluates these factors, among any other factors it considers appropriate, and need not assign any particular weight or priority to any one factor. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates. As provided in and further detailed in our bylaws, any such proposals shall be submitted in writing to and received by our Corporate Secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the previous year’s annual meeting of stockholders and shall include appropriate biographical and background material to allow the Nominating and Corporate Governance Committee to properly evaluate the potential director candidate and a representation that the stockholder proposing the candidate is a record holder of our securities or, if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934. Stockholder proposals should be addressed to Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis and that such proposal has been provided in accordance with the requirements in our bylaws and that the candidate was properly recommended by securityholders

holding at least three percent (3%) of the Company’s common stock continuously for at least twenty-four (24) months before the date the recommendation was submitted, the Nominating and Corporate Governance Committee will consider such candidates in the same manner as candidates recommended to the Nominating and Corporate Governance Committee from other sources. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders.

Board Leadership Structure

Separation of Chair and Chief Executive Officer

Our Corporate Governance Guidelines state that the Board shall fill the positions of Chair and CEO based upon its view of what is in the best interests of the Company. The Chair and CEO may but need not be the same person.

Currently, Mr. Palihapitiya serves as the Company’s Chair of the Board, and Dr. Martucci serves as a member of the Board and as the Company’s Chief Executive Officer. The Board may, however, make changes to its leadership structure in the future as it deems appropriate.

Executive Sessions of the Board

As stated in our Corporate Governance Guidelines, the non-management directors meet at regularly scheduled executive sessions without management participation. Additionally, as required under applicable Nasdaq listing standards, and as stated in our Corporate Governance Guidelines, the independent directors will meet at least once each year in executive sessions at which only independent directors are present.

Anti-Hedging and Anti-Pledging Policy

Our insider trading policy, which is applicable to all directors, officers, employees, designated consultants and anyone else so designated by the Company’s compliance officer as an insider (collectively, the “designated insiders”), contains special trading procedures that prohibit such designated insiders from certain hedging and pledging activities related to our securities. The policy prohibits those designated insiders and their affiliated persons (as defined in the insider trading policy) from engaging in any purchases or sales of puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities or engage in any other hedging transaction with respect to the Company’s securities. In addition, such designated insiders are prohibited from using the Company’s securities to engage in any short sales or as collateral in a margin account, and may not pledge Company securities as collateral for a loan (or modify an existing pledge) unless a waiver for such transaction has been approved by the Company’s compliance officer and any such waiver shall be reported to the Audit Committee of the Board.

Director Orientation and Continuing Education

Our management team oversees the orientation process for new members of our Board to ensure that they are familiar with the Company’s operations, financial matters, corporate governance practices and other key policies and practices through the preparation and review of background material and management meetings as appropriate. In addition, our management team seeks to identify and encourage training and continuing education opportunities for all directors in order to improve both our Board and its committees’ performance.

Communications with Directors

A stockholder or other interested party who wishes to communicate directly with the Board, a committee of the Board, the non-management or independent directors as a group, or with the Chair or any other individual director, regarding matters related to the Company should send the communication to:

Board or Chair, individual director, committee or group of directors

Akili, Inc.

Attn: Corporate Secretary

125 Broad Street, Fifth Floor

Boston, MA 02110

We will forward all stockholder and other interested party correspondence about the Company to the Board, a committee of the Board, the non-management or independent directors as a group, or the Chair or any other individual director, as appropriate. Please note that we will not forward communications that are spam, junk mail or mass mailings, resumes and other forms of job inquiries, surveys and business solicitations or advertisements.

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

The Board adopted our non-employee director compensation policy described below, effective upon the August 2022 closing of the Business Combination, which policy is designed to align director compensation with our business objectives and the creation of stockholder value, while providing a total compensation package that enables Akili to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. Under the policy, our non-employee directors (other than those non-employee directors who receive compensation for other services to Akili) are eligible to receive cash retainers (paid monthly in arrears and prorated based on the number of actual days served by the director during such calendar month) and equity grants as set forth below:


Annual Retainers for Board Membership
Annual Retainer for Service on the Board	$	40,000
Additional Retainer for Annual Service as Non-executive Chair	$	40,000
Additional Annual Retainers for Committee Membership
Audit Committee Chair	$	20,000
Audit Committee Member (other than chair)	$	10,000
Compensation Committee Chair	$	15,000
Compensation Committee Member (other than chair)	$	7,500
Nominating and Corporate Governance Committee Chair	$	10,000
Nominating and Corporate Governance Committee Member (other than chair)	$	5,000

In addition, our policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant (the “Initial Award”) of non-statutory stock options to purchase shares of our common stock. The amount of the Initial Award will be determined as the lesser of (x) stock options with a value of $240,000 and (y) stock options to purchase 44,000 shares. The Initial Award will vest in substantially equal annual installments over three years, subject to the non-employee director’s continued services to the Company. On the date of each annual meeting of stockholders of the Company, each continuing non-employee director will receive an annual stock option award (the “Annual Award”). The amount of the Annual Award will be determined as of the lesser of (x) stock options with a value of $120,000 and (y) stock options to purchase 22,000 shares. The Annual Award shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to the non-employee director’s continued services to the Company. All outstanding Initial Awards and Annual Awards held by non-employee directors shall become fully vested and exercisable upon a sale of the Company or upon such director’s death or disability.

The aggregate amount of compensation, including both equity compensation and cash compensation, paid by the Company to any non-employee director for service as a non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year.

The Company will reimburse all reasonable travel and out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

Employee directors will receive no additional compensation for their service as a director.

2022 Director Compensation Table

The following table presents the total compensation for each person who served as a non-employee member of the Board (including compensation for services to the board of directors of legacy Akili) during the year ended December 31, 2022.

Dr. Martucci, our Chief Executive Officer and a director on our Board, did not receive any additional compensation from us for his services as a member of our Board. The compensation received by Dr. Martucci as an NEO is set forth below in “Executive Compensation—2022 Summary Compensation Table.”


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		All Other Compensation ($)		Total ($)
Ken Ehlert⁽²⁾		46,979		626,651		—		673,630
Adam Gazzaley⁽³⁾		—		—		100,000		100,000
Mary Hentges⁽⁴⁾		12,520		81,744		—		94,264
William (“BJ”) Jones, Jr.⁽⁵⁾		24,859		81,744		—		106,603
Christine Lemke⁽⁶⁾		43,333		—		—		43,333
Chamath Palihapitiya⁽⁷⁾		14,731		81,744		—		96,475
Robert Perez*⁽⁸⁾		66,667		—		—		66,667
James Gates*⁽⁹⁾		—		—		—		—
John Spinale*⁽¹⁰⁾		—		—		—		—
Bharatt Chowrira**⁽¹¹⁾		—		—		—		—

*	Did not serve as a director of Akili, Inc. following the Business Combination, however did serve as a director of legacy Akili during a portion of the fiscal year ended December 31, 2022.

**	Mr. Chowrira resigned from his position as a member of the Board of Akili, effective October 25, 2022.

(1)

The amounts reported represent the aggregate grant date fair value of the stock option awards granted to Akili’s directors during 2022, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. A discussion of the assumptions used in determining grant date fair value may be found in Note 12 to Akili’s financial statements for the year ended December 31, 2022, as filed with the SEC on March 9, 2023 as part of the Company’s Annual Report on Form 10-K. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by such directors upon the exercise of the stock option awards or any sale of the underlying shares.

(2)	In connection with joining the board of directors of legacy Akili in December 2021, Mr. Ehlert was granted an option to purchase 80,583 shares of Akili’s common stock. As of December 31, 2022, Mr. Ehlert held options to purchase an aggregate of 80,583 shares of Akili’s common stock.

(3)

Dr. Gazzaley has entered into an advisor agreement with Akili, pursuant to which he is entitled to receive a consulting fee of $8,333.33 per month for certain services provided to us. The amount reported in the “All Other Compensation” column reflects the advisor fees Dr. Gazzaley earned in 2022. For more information, see “Certain Relationships and Related Person Transactions – Akili, Inc.” As of December 31, 2022, Dr. Gazzaley held options to purchase an aggregate of 86,337 shares of Akili’s common stock.

(4)	Ms. Hentges joined our Board in October 2022. As of December 31, 2022, Ms. Hentges held options to purchase an aggregate of 44,000 shares of Akili’s common stock.

(5)	Mr. Jones joined our Board in August 2022 in connection with the Business Combination. As of December 31, 2022, Mr. Jones held options to purchase an aggregate of 44,000 shares of Akili’s common stock.

(6)	Ms. Lemke joined the board of directors of legacy Akili in September 2021 and joined our Board in August 2022. As of December 31, 2022, Ms. Lemke held options to purchase an aggregate of 80,583 shares of Akili’s common stock.

(7)	Mr. Palihapitiya joined our Board in August 2022 in connection with the Business Combination. As of December 31, 2022, Mr. Palihapitiya held options to purchase an aggregate of 44,000 shares of Akili’s common stock.

(8)

Mr. Perez previously entered into an agreement with Akili, pursuant to which he was entitled to receive a fee of $8,333.33 per month for certain services provided to the Company solely with respect to his role as Executive Chairman of legacy Akili. As of and after August 19, 2022 (the closing date of the Business Combination), he is no longer entitled to any cash compensation under that agreement. For more information, see “Certain Relationships and Related Person Transactions – Akili, Inc.” As of December 31, 2022, Mr. Perez held options to purchase an aggregate of 1,122,322 shares of Akili’s common stock.

(9)	As of December 31, 2022, Mr. Gates did not hold any stock options or unvested shares of Akili’s common stock.

(10)	As of December 31, 2022, Mr. Spinale held options to purchase an aggregate of 33,384 shares of Akili’s common stock.

(11)	As of December 31, 2022, Mr. Chowrira did not hold any stock options or unvested shares of Akili’s common stock.

EXECUTIVE COMPENSATION

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for its principal executive officer and its two other most highly compensated executive officers.

Overview

This section discusses the material components of the executive compensation program offered to our executive officers who are our “named executive officers” for 2022, which consisted of our Chief Executive Officer and our two most highly compensated executive officers during 2022, other than our Chief Executive Officer.

Such named executive officers consist of the following persons, referred to as our “NEOs”:

•

W. Edward Martucci II, Chief Executive Officer;

•

Matthew Franklin, President and Chief Operating Officer; and

•

Jacqueline Studer, Chief Legal Officer.

Our Compensation Committee is responsible for making recommendations regarding the executive compensation programs for our executive officers to our Board for the Board’s review and approval of such programs. Our Chief Executive Officer and our President and Chief Operating Officer each meet with our Compensation Committee to review performance of the respective executive officers that report to them and typically attend Compensation Committee meetings. Our Compensation Committee reviews market data, including various compensation survey data and publicly-available data of our peers provided by its independent compensation consultant at Aon Consulting, Inc. (“Aon”), and makes decisions as to the target total direct compensation for each executive officer, as well as each individual compensation element. Our Compensation Committee then makes recommendations to the Board regarding base salary and short-term and long-term compensation, including equity incentives, for our executive officers based on our results, an executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties and his or her achievement of individual goals. While certain members of the Company’s executive team typically attend meetings of the Compensation Committee, the Compensation Committee meets outside the presence of such executive team members when discussing and approving their compensation and when discussing certain other matters as well, as appropriate.

Our Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our executive compensation programs and related policies. In fiscal year 2022, the Board and the Compensation Committee retained Aon, a national compensation consulting firm, to provide it with market information, analysis and other advice relating to executive compensation on an ongoing basis. The Board and the Compensation Committee engaged Aon to, among other things, assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as to assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers, individually as well as in the aggregate, is competitive and fair. Our Compensation Committee does not believe the retention of, and the work performed by, Aon creates any conflict of interest.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future could vary significantly from our historical practices and currently planned programs summarized in this discussion.

2022 Summary Compensation Table

The following table shows the total compensation awarded to, earned by or paid to our NEOs for services rendered to us in all capacities during the fiscal years ended December 31, 2022 and 2021, respectively. The following table also includes compensation for services provided by our NEOs to legacy Akili prior to the Business Combination.


Name and Principal Position	Year		Salary ($)⁽²⁾		Bonus ($)			Stock Awards ($)⁽⁵⁾		Option Awards ($)⁽⁶⁾		Non-Equity Incentive Plan Compensation ($)⁽⁷⁾		All Other Compensation ($)⁽⁸⁾		Total ($)
W. Edward Martucci II		2022		455,192		—			4,724,206		895,879		188,492		10,675		6,274,444
Chief Executive Officer		2021		400,000		—			—		2,226,302		162,000		9,800		2,798,102
Matthew Franklin		2022		238,846		175,000	⁽³⁾		1,065,067		1,798,867		85,985		6,563		3,370,328
President and Chief Operating Officer⁽¹⁾
Jacqueline Studer		2022		394,718		—			512,534		376,570		107,310		10,675		1,401,807
Chief Legal Officer		2021		367,800		25,000	⁽⁴⁾		—		395,102		99,306		9,800		897,008

(1)	Mr. Franklin joined legacy Akili in June 2022. Amounts reported for his salary reflect salary earned following his commencement of employment with us and his non-equity incentive plan compensation has been pro-rated to reflect his partial year of employment.

(2)	Following the completion of the Business Combination, with an effective date of August 19, 2022, Dr. Martucci’s and Ms. Studer’s annual base salaries were increased from $400,000 to $550,000 and from $380,000 to $420,000, respectively.

(3)	The amount reported represents a one-time bonus in connection with the start of his employment with us during the fiscal year ended December 31, 2022.

(4)	The amount reported represents a discretionary bonus earned by Ms. Studer for performance during the fiscal year ended December 31, 2021.

(5)

The amounts reported represent the aggregate grant date fair value of restricted stock unit awards granted to our named executive officers during the fiscal years ended December 31, 2021 and December 31, 2022, computed in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. A discussion of the assumptions used in determining grant date fair value may be found in Note 12 to Akili’s financial statements for the year ended December 31, 2022, as filed with the SEC on March 9, 2023 as part of the Company’s Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable award or sale of the underlying shares of stock.

(6)

The amounts reported represent the aggregate grant date fair value of stock option awards granted to our named executive officers during the fiscal years ended December 31, 2021 and December 31, 2022, computed in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting. A discussion of the assumptions used in determining grant date fair value may be found in Note 12 to Akili’s financial statements for the year ended December 31, 2022, as filed with the SEC on March 9, 2023 as part of the Company’s Annual Report on Form 10-K. For the fiscal year ended December 31, 2021, these amounts also include the incremental fair value of certain modified stock options associated with a stock option repricing in 2021 (determined as of such repricing date in accordance with FASB ASC Topic 718). These amounts do not correspond to the actual value that may be recognized by the named executive officers upon exercise of the applicable award or sale of the underlying shares of stock.

(7)	The amounts in the “Non-Equity Incentive Plan Compensation” column reflects the actual payout of the 2021 and 2022 cash bonuses, as described in more detail below.

(8)	The amounts reported in the “All Other Compensation” column represent matching contributions contributed by Akili to each NEO’s account in Akili’s 401(k) plan.

Narrative Disclosure to Summary Compensation Table

Base Salaries

Our named executive officers each receive a base salary to compensate them for services rendered to Akili. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the NEO’s skill set, experience, role and responsibilities. Base salaries may be adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. The annual base salary for each of our NEOs as of December 31, 2022 is specified below:


Name	Base Salary
W. Edward Martucci II⁽¹⁾	$	550,000
Matthew Franklin⁽²⁾	$	450,000
Jacqueline Studer⁽³⁾	$	420,000

(1)	Dr. Martucci’s base salary was increased from $400,000 to $550,000 effective August 19, 2022 (the closing date of the Business Combination).

(2)	Mr. Franklin’s base salary for the fiscal year ended December 31, 2022 was set in accordance with the terms of his offer letter, in advance of his employment start date of June 21, 2022.

(3)	Ms. Studer’s base salary was increased from $380,000 to $420,000 effective August 19, 2022 (the closing date of the Business Combination).

Cash Bonuses

For the fiscal year ended December 31, 2022, each of the named executive officers was eligible to earn a discretionary annual cash bonus determined by the Board of Akili in its sole discretion following the Board’s review of a recommendation from the Compensation Committee, based on the Company’s corporate performance against its corporate goals. The target annual bonus for each of our NEOs for the fiscal year ended December 31, 2022 was equal to the percentage of the NEO’s respective annual base salary specified below:


Name	Target Bonus Percentage			Actual Payout
W. Edward Martucci II		60	%	$	188,492
Matthew Franklin		45	%	$	85,985
Jacqueline Studer		40	%	$	107,310

(1)	Dr. Martucci’s target annual bonus percentage for fiscal year 2022 was increased from 45% to 60% effective August 19, 2022 (the closing date of the Business Combination).

(2)	Mr. Franklin’s target annual bonus percentage for fiscal year 2022 was set in accordance with the terms of his offer letter, and Mr. Franklin’s actual payout figure has been pro-rated to reflect his partial year of employment.

(3)	Ms. Studer’s target annual bonus percentage for fiscal year 2022 was increased from 30% to 40% effective August 19, 2022 (the closing date of the Business Combination).

In addition, Mr. Franklin was awarded a one-time bonus in connection with the start of his employment with us during the fiscal year ended December 31, 2022. If Mr. Franklin voluntarily resigns or is terminated for cause prior to the 18-month anniversary of his commencement of employment with us, he will be required to repay such bonus net of federal and state taxes paid by Mr. Franklin on such bonus amount.

Equity-Based Compensation

We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants promote executive retention because they incentivize executive officers to remain in our employment during the vesting period. Accordingly, our Compensation Committee and our Board periodically review and approve the equity incentive compensation of our named executive officers.

In connection with the consummation of the Business Combination, we adopted the 2022 Stock Option and Incentive Plan, under which we may grant equity incentive awards to employees, directors and independent contractors in order to attract, motivate and retain the talent for which we compete, and the 2022 Employee Stock Purchase Plan under which we may provide our and our subsidiary’s eligible employees with opportunities to purchase shares of our Common Stock.

In 2022, we granted performance-based restricted stock units, time-based restricted stock units, and stock options to our named executive officers, as set forth in the “Outstanding Equity Awards” table below.

401(k) Plan

We maintain a retirement savings plan, or 401(k) plan, that is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and contains a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. U.S. employees are generally eligible to participate in the 401(k) plan, subject to certain criteria. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Participant contributions are held in trust as required by law. We provided matching contributions under the 401(k) plan, and provided such contributions during both the 2021 and 2022 fiscal years.

Outstanding Equity Awards at 2022 Fiscal Year End

The following table presents information regarding all outstanding equity awards held by each of our NEOs as of December 31, 2022:

Vesting
Commencement
Date (“VCD”)

Option Awards

Stock Awards

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)

Name

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares
or Units of
Stock
That
Have Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)

W. Edward Martucci II, Ph.D.

4/3/2015

86,651

⁽¹⁾⁽³⁾

—

2.07

8/26/2025

5/6/2016

318,349

¹⁾⁽⁴⁾

—

2.14

5/20/2026

4/2/2019

721,585

⁽¹⁾⁽⁵⁾

—

3.83

10/2/2028

3/15/2020

15,109

¹⁾⁽⁶⁾

2,158

⁽¹⁾⁽⁶⁾

3.83

5/21/2030

11/18/2020

4,795

⁽¹⁾⁽⁷⁾

959

⁽¹⁾⁽⁷⁾

3.83

5/21/2030

6/25/2021

297,393

⁽¹⁾⁽⁸⁾

416,344

⁽¹⁾⁽⁸⁾

3.83

9/29/2031

1/19/2022

7,774

⁽¹⁾⁽⁹⁾

2,586

⁽¹⁾⁽⁹⁾

10.06

1/26/2032

11/2/2022

^(2)(10)

442,995

^(2)(10)

2.30

11/2/2032

11/2/2022

109,096

^(2)(11)

122,188

⁽¹²⁾

11/2/2022

2,988,832

^(2)(13)

3,347,492

⁽¹²⁾

Matthew Franklin

11/2/2022

108,137

^(2)(14)

865,097

^(2)(14)

2.30

11/2/2032

11/2/2022

711,626

^(2)(13)

797,021

⁽¹²⁾

Jacqueline Studer

3/15/2020

15,109

⁽¹⁾⁽⁶⁾

2,158

⁽¹⁾⁽⁶⁾

3.83

5/21/2030

3/26/2020

201,457

^(1)(15)

28,780

^(1)(15)

3.83

6/21/2029

11/18/2020

4,796

⁽¹⁾⁽⁷⁾

959

⁽¹⁾⁽⁷⁾

3.83

5/21/2030

6/25/2021

50,366

⁽¹⁾⁽⁸⁾

70,508

⁽¹⁾⁽⁸⁾

3.83

9/29/2031

1/19/2022

9,495

⁽¹⁾⁽⁹⁾

3,168

⁽¹⁾⁽⁹⁾

10.06

1/26/2032

11/2/2022

^(2)(10)

152,729

^(2)(10)

2.30

11/2/2032

11/2/2022

37,612

^(2)(11)

42,125

⁽¹²⁾

11/2/2022

284,650

^(2)(13)

318,808

⁽¹²⁾

(1)	Each equity award was granted under Akili’s Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”).

(2)	Each equity award was granted under Akili’s 2022 Stock Option and Incentive Plan (the “2022 Plan”).

(3)

Represents an option to purchase shares of common stock granted on April 3, 2015. The shares underlying this option vested as follows: 50% of the shares vested on the vesting commencement date (the “VCD”) and 16.67% vested on each 12-month anniversary of the VCD, subject to continued service through the applicable vesting date.

(4)	Represents an option to purchase shares of common stock granted on May 6, 2016. The shares underlying this option vest as follows: 28.6% of the shares vested on the VCD and 8.925% vests at the end of each 6-month period, subject to continued service through the applicable vesting date.

(5)	Represents an option to purchase shares of common stock granted on April 2, 2019. The shares underlying this option vest as follows: 12.5% of the shares vested on the VCD and 12.5% vested at the end of each 6-month period, subject to continued service through the applicable vesting date.

(6)	Represents an option to purchase shares of common stock granted on March 15, 2020. The shares underlying this option vest as follows: 25% of the shares vested on the VCD and 12.5% vests at the end of each 6-month period, subject to continued service through the applicable vesting date.

(7)	Represents an option to purchase shares of common stock granted on November 18, 2020. The shares underlying this option vest as follows: 16.67% of the shares vested on the VCD and 16.67% vests at the end of each 6-month period, subject to continued service through the applicable vesting date.

(8)	Represents an option to purchase shares of common stock granted on June 25, 2021. The shares underlying this option vest and become exercisable in 48 equal monthly installments over four years, subject to continued service through the applicable vesting date.

(9)	Represents an option to purchase shares of common stock granted on January 26, 2022. The shares underlying this option vest as follows: 50% immediately and 1/48 monthly thereafter, subject to continued service through the applicable vesting date.

(10)	Represents an option to purchase shares of common stock granted on November 2, 2022. The shares underlying this option vest as follows: 16.67% at the end of each 6-month period, subject to continued service through the applicable vesting date.

(11)	Represents service based restricted stock units granted on November 2, 2022. The shares underlying this award vest as follows: 16.67% at the end of each 6-month period, subject to continued service through the applicable vesting date.

(12)	The market value is based upon the closing price of the Company’s stock on the Nasdaq Capital Market on December 30, 2022, the last business day of the fiscal year.

(13)

Represents performance based restricted stock units granted on November 2, 2022. The shares underlying this award vest as follows: 1/3 will vest based on Akili stock price reaching $15 for 20 out of 30 consecutive trading days; 1/3 will vest based on Akili stock price reaching $20 for 20 out of 30 consecutive trading days; vest based on Akili stock price reaching $30 for 20 out of 30 consecutive trading days, subject to continued service through the applicable vesting date.

(14)	Represents an option to purchase shares of common stock granted on November 2, 2022. The shares underlying this option vest as follows: 11.11% at grant, 22.22% at June 21, 2023 + 11.11% every 6 months thereafter, subject to continued service through the applicable vesting date.

(15)	Represents an option to purchase shares of common stock granted on March 26, 2020. The shares underlying this option vest as follows: 25% of the shares vested on the VCD and 12.5% vests at the end of each 6-month period, subject to continued service through the applicable vesting date.

Named Executive Officer Employment, Severance, and Change in Control Arrangements

Legacy Akili previously entered into offer letters with each of our NEOs, with Dr. Martucci in September 2017, with Ms. Studer in February 2019, and with Mr. Franklin in April 2022. Each offer letter provides for “at-will” employment and eligibility to participate in our benefit plans generally. In connection with and following our Business Combination, we adopted the Amended Severance Plan (as defined below), which replaces the severance provisions in each NEO’s offer letter, if any, to the extent permissible under applicable law and which plan is further described below.

W. Edward Martucci II. We entered into an employment offer letter with Dr. Martucci, our Chief Executive Officer, on September 19, 2017. The employment offer letter established the terms of his employment with us, such as his title, salary, bonus and eligibility for benefits.

Matthew Franklin. We entered into an employment offer letter with Mr. Franklin, our President and Chief Operating Officer, on April 28, 2022. The employment offer letter established the terms of his employment with us, including his title, initial salary of $450,000, initial target bonus opportunity equal to 45% of his base salary (prorated for 2022), an initial stock option grant and eligibility for benefits. Mr. Franklin’s offer letter also provided him a one-time bonus of $175,000. In the event Mr. Franklin voluntarily resigns or his employment is terminated by us for cause prior to the 18-month anniversary of his commencement of employment with us, he will be required to repay the one-time bonus net of federal and state taxes that he paid on such bonus.

Jacqueline Studer. We entered into an employment offer letter with Ms. Studer, our Chief Legal Officer, on February 5, 2019. The employment offer letter established the terms of her employment with us, such as her title, salary, bonus, an initial stock option grant, a one-time bonus and eligibility for benefits.

Each named executive officer has entered into an invention and non-disclosure agreement as well as a non-competition and non-solicitation agreement, which, subject to certain customary and reasonable exceptions and limitations, will generally prohibit him or her from competing with us and soliciting or hiring our employees for a period of one year following the end of his or her employment with us.

Potential Payments Upon Termination or Change in Control

On September 22, 2022, the Board approved an amendment and restatement to the Company’s Executive Severance Plan (as amended and restated, the “Amended Severance Plan”). Pursuant to the Amended Severance Plan, each employee of the Company at the level of vice president and above (the “Covered Employees”), including each of the employees currently serving in such a role, is eligible to participate.

The Amended Severance Plan provides that upon a covered termination (i.e., a termination by the Company without “cause” or by the Covered Employee for “good reason”, each as defined in the Amended Severance Plan), each Covered Employee will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company (i) an amount equal to the Covered Employee’s monthly base salary multiplied by 12 for the Chief Executive Officer and the President and Chief Operating Officer, by nine for all c-level executives (other than the Chief Executive Officer and the President and Chief Operating Officer) and all senior vice presidents and by six for all vice presidents, reduced by any payment due pursuant to a restrictive covenant agreement (as defined in the Amended Severance Plan), and (ii) an amount equal to the monthly employer COBRA premium for the same level group health coverage as in effect for the Covered Employee on the date of termination until the earliest of (A) 12 months following the date of termination of the Chief Executive Officer and the President and Chief Operating Officer, nine months following the date of termination for all c-level executives (other than the Chief Executive Officer and the President and Chief Operating Officer) and all senior vice presidents and six months following the date of termination for all vice presidents, (B) the Covered Employee’s eligibility for group health coverage through other employment and (C) the end of the Covered Employee’s eligibility under COBRA for continuation of coverage for health care.

The Amended Severance Plan also provides that, in lieu of the severance benefits described in the preceding paragraph, upon a covered termination that occurs within the 12-month period following a change in control (as defined in the Amended Severance Plan) or, in the case of our Chief Executive Officer and our President and Chief Operating Officer, occurs within the 3-month period prior to or 12-month period following a change in control each Covered Employee will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum in cash equal to the sum of (A) the Covered Employee’s monthly base salary multiplied by 18 for the Chief Executive Officer and the President and Chief Operating Officer, by 12 for all c-level executives (other than the Chief Executive Officer and the President and Chief Operating Officer) and all senior vice presidents and by nine for all vice presidents, plus (B) 1.5 times the target bonus for the Chief Executive Officer and the President and Chief Operating Officer, 1.0 times the target bonus for all c-level executives (other than the Chief Executive Officer and the President and Chief Operating Officer) and all senior vice presidents and 0.75 times the target bonus for all vice presidents, reduced by any payment due pursuant to a restrictive covenant agreement, (ii) an amount equal to the monthly employer COBRA premium for the same level group health coverage as in effect for the Covered Employee on the date of termination until the earliest of (A) 18 months following the date of termination for the Chief Executive Officer and the President and Chief Operating Officer, 12 months following the date of termination for all c-level executives (other than the Chief Executive Officer and the President and Chief Operating Officer) and all senior vice presidents and nine months following the date of termination for all vice presidents, (B) the Covered Employee’s eligibility for group health coverage through other employment and (C) the end of the Covered Employee’s eligibility under COBRA for continuation of coverage for health care, and (iii) for all

outstanding and unvested equity awards of the Company that are subject to time-based vesting held by each Covered Employee, full accelerated vesting of such awards.

The following table summarizes the schedule of lump sum severance payments our current named executive officers would receive in the event of a covered termination.

Scenario and Executive Level

Salary
Continuation

Bonus

Continuation of
Employer
Portion of
COBRA
Premiums

Acceleration of
Unvested
Equity Subject
to Time-Based
Vesting

Prior to a Change in Control

W. Edward Martucci II

12 months

None

12 months

None

Matthew Franklin

12 months

None

12 months

None

Jacqueline Studer

9 months

None

9 months

None

Following a Change in Control

W. Edward Martucci II

18 months

150% of target

18 months

100

Matthew Franklin

18 months

150% of target

18 months

100

Jacqueline Studer

12 months

100% of target

12 months

100

Perquisites/Personal Benefits

We generally do not provide perquisites to our executives, other than certain de minimis perquisites available to all of our employees, including our named executive officers.

Securities Authorized for Issuance Under Equity Compensation Plans

Akili currently maintains three equity compensation plans: the Akili Interactive Labs, Inc. Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”), the Akili, Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”), and the Akili, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The following table sets forth information as of December 31, 2022 regarding shares of common stock that may be issued under our equity compensation plans.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted- average Exercise Price of Outstanding Options, Warrants, Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders		17,546,779	⁽¹⁾	$	3.96	⁽²⁾		5,750,140	⁽³⁾⁽⁴⁾
Equity compensation plans not approved by stockholders		—			—			—

Total		17,546,779		$	3.96			5,750,140

(1)

Includes (i) for the 2011 Plan, 9,371,876 shares subject to outstanding stock options; and (ii) for the 2022 Plan, 2,819,094 shares subject to outstanding stock options, 801,401 shares subject to outstanding RSUs and 4,554,408 shares subject to outstanding PSUs. No new awards may be granted under the 2011 Plan.

(2)	Reflects the weighted-average exercise price of the 12,190,970 outstanding stock options under the 2011 Plan and 2022 Plan. This weighted-average exercise price does not reflect shares subject to RSU and PSU awards under the 2022 Plan.

(3)	Includes 4,582,259 shares available for issuance under the 2022 Plan and 1,167,881 shares available for issuance under the 2022 ESPP, in each case as of December 31, 2022. As of the date of this filing, no shares of common stock have been issued to participants under the 2022 ESPP.

(4)

The 2022 Plan provides that the number of shares of common stock reserved and available for issuance under the 2022 Plan shall automatically, on each January 1, beginning on January 1, 2023, and ending on (and including) January 1, 2031, be cumulatively increased by (i) the excess (if any) of (A) five percent (5%) of the number of shares of common issued and outstanding on the immediately preceding December 31 (excluding any shares reserved for issuance under equity-based plans of the Company, including the 2022 Plan and the 2022 ESPP) over (B) the number of shares of common stock then reserved for issuance under the 2022 Plan as of such date or (ii) such lesser number of shares as determined by our plan administrator. The 2022 ESPP provides that the number of shares reserved and available for issuance under the 2022 ESPP shall automatically, on each January 1, beginning on January 1, 2023 and ending on (and including) January 1, 2031, be cumulatively increased by the least of (i) the excess (if any) of (A) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 (excluding any shares reserved for issuance under equity-based plans of the Company, including the 2022 ESPP and the 2022 Plan (as may be amended from time to time)) over (B) the number of shares of common stock then reserved for issuance under the 2022 ESPP as of such date, (ii) 1,167,881 shares of our common stock, or (iii) such lesser number of shares as determined by our plan administrator. No additional shares were added to the 2022 Plan nor the 2022 ESPP on January 1, 2023.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a summary of transactions since January 1, 2022 to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our then directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest.

Other than as described below under this section titled “Certain Relationships and Related Party Transactions,” since January 1, 2022, we have not entered into any transactions, nor are there any currently proposed transactions, between Akili and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.

Certain Pre-Business Combination Relationships and Related Person Transactions—Social Capital Suvretta Holdings Corp. I

Related Party Notes and Advances

On April 20, 2022, SCS issued an unsecured promissory note (the “SCS Promissory Note”) to SCS Sponsor I LLC, a Cayman Islands limited liability company and the sponsor of SCS, pursuant to which SCS could borrow up to an aggregate principal amount of $1,500,000. The SCS Promissory Note was non-interest bearing, unsecured and payable upon the earlier of July 2, 2023 and the effective date of a business combination. The SCS Promissory Note was subject to customary events of default which could, subject to certain conditions, cause the SCS Promissory Note to become immediately due and payable. As of March 1, 2023, $0 was outstanding under the SCS Promissory Note.

Certain Relationships and Related Person Transactions—Akili, Inc.

Amended and Restated Registration Rights Agreement

In connection with the Closing of the Business Combination, SCS and certain stockholders of Akili and SCS entered into the Amended and Restated Registration Rights Agreement, pursuant to which SCS agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Akili, Inc. common stock that are held by the parties thereto from time to time. Pursuant to the Registration Rights Agreement, the stockholder parties have customary registration rights, including shelf, demand and piggy-back rights, subject to cooperation and cut-back provisions, with respect to the shares of Akili, Inc. common stock held by such parties.

Executive Officer and Director Compensation Arrangements

On May 1, 2016, Akili and Adam Gazzaley, M.D., Ph.D., a member of the Board, entered into a Scientific Advisory Board and Chief Science Advisor Agreement (the “Gazzaley Agreement”), as amended on October 29, 2018. Pursuant to the Gazzaley Agreement, Dr. Gazzaley provides certain consulting, advisory and related services to us. In consideration for Dr. Gazzaley’s services, Akili has agreed to pay Dr. Gazzaley a monthly retainer of $8,333.33. In connection with entering into the Gazzaley Agreement, Akili also granted Dr. Gazzaley a stock option to purchase 25,000 shares of our common stock. Additionally, as compensation and in consideration of a license to Akili for any additional intellectual property developed in Dr. Gazzaley’s lab, if any, Akili agreed to grant a stock option to purchase 25,000 shares of our common stock, which conditional grant has not occurred.

On January 8, 2017, Akili and Robert Perez, a member of legacy Akili’s board of directors, entered into an Executive Advisor Agreement (the “Perez Agreement”), as amended from time to time. Pursuant to the Perez Agreement, Mr. Perez provided certain consulting, advisory and related services for Akili in connection with his successive roles as Executive Advisor and Strategist, Executive Chairman of the legacy Akili board of directors, and currently a Board advisor. In consideration for Mr. Perez’s services, Akili agreed to pay Mr. Perez a

consulting fee of $4,000 for each week that Mr. Perez spent actively engaged in the consulting, advisory, and related services for Akili. In connection with entering into the Perez Agreement, Akili also granted Mr. Perez a stock option to purchase 195,000 shares of Akili’s common stock. Since entering into the Perez Agreement and from time to time, Akili’s board of directors had adjusted the consulting fee that Mr. Perez was entitled to in exchange for his services. In connection with such services, Akili paid Mr. Perez an aggregate of $38,333 in 2020, $100,000 in 2021, and $66,667 in 2022. As of and after the August 19, 2022 closing of the Business Combination, Mr. Perez is no longer entitled to any cash compensation under the Perez Agreement.

Indemnification Agreements

Our Certificate of Incorporation and Bylaws provide indemnification and advancement of expenses for our directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions. In connection with the closing of the Business Combination, and following the Business Combination for new directors and officers, Akili has entered into indemnification agreements with each of its directors and executive officers. In some cases, the provisions of these indemnification agreements may be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our Certificate of Incorporation and Bylaws include provisions that eliminate the personal liability of directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

We have also obtained a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the directors’ and officers’ liability insurance and the indemnification agreements are necessary to attract and retain talented and experienced officers and directors.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, forms of which are filed as exhibits to our Current Report on Form 8-K filed with the SEC on August 23, 2022.

Related Party Transaction Policy

Our Board has adopted a written related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification by our Audit Committee, of related person transactions. For purposes of our policy only, a related person transaction is any transaction involving over $120,000 in which we are a participant and a related person has a direct or indirect material interest. A related person is any executive officer, director, director nominee, security holder known to us to beneficially own more than 5% of any class of our voting securities, or the immediate family members of any or the foregoing.

The Audit Committee has determined that any compensation paid to a director or executive officer shall be deemed to be pre-approved if such compensation (i) is approved by our Compensation Committee or our Board, as applicable, (ii) is required to be reported in our annual proxy statement or (iii) in the case of an executive officer who is not a family member of any other executive officer, would have been required to be reported in our annual proxy statement if the executive officer was a “named executive officer”.

Under the policy, the Audit Committee shall review the material facts of all related person transactions. Akili shall endeavor to complete such review prior to entering into such transaction if the amount involved exceeds $120,000 or the transaction is otherwise material to Akili or the related person. If advance review by the Audit Committee is not feasible, then the related person transaction shall be reviewed at the Audit Committee’s next regularly scheduled meeting. In reviewing any related person transaction, the Audit Committee will take into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to Akili than terms generally available in a transaction with an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the related person transaction. In connection with its review of any related person transaction, Akili shall provide the Audit Committee with all material information regarding such related person transaction, the interest of the related person and any potential disclosure obligations of Akili in connection with such related person transaction. If the Audit Committee is not made aware of a related person transaction for which approval is required under the policy, upon becoming aware thereof, the Audit Committee shall promptly review the terms of transaction and may approve and ratify it based on the factors set forth above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of Akili, Inc. common stock as of March 3, 2023 by:

•

each stockholder who is known by us to be the beneficial owner of more than 5% of the outstanding shares of Akili, Inc. common stock;

•

each of our directors;

•

each of our named executive officers; and

•

all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Shares of our common stock subject to options or warrants that are currently exercisable or exercisable within 60 days after March 3, 2023 or shares of common stock underlying time-based restricted stock units that vest within 60 days after March 3, 2023 are considered outstanding and beneficially owned by the person holding the options, warrants, or restricted stock units, as applicable, for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Unless otherwise indicated, we believe that the persons and entities named in the table below have sole voting and investment power with respect to all of our voting securities beneficially owned by them.

We have based our calculation of the percentage of beneficial ownership on 78,101,085 shares of our common stock issued and outstanding as of March 3, 2023.


Name of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned		Percentage Beneficially Owned
5% Holders
Aaron Cowen⁽²⁾		6,711,163		8.6	%
Chamath Palihapitiya⁽³⁾		13,773,000		17.6	%
PureTech Health, LLC⁽⁴⁾		12,527,477		16.0	%
TLS Beta Pte. Ltd.⁽⁵⁾		10,336,425		13.2	%
Entities affiliated with Neuberger Berman⁽⁶⁾		5,776,884		7.4	%
Baillie Gifford & Co.⁽⁷⁾		4,665,795		6.0	%
Directors and Named Executive Officers
Kenneth Ehlert⁽⁸⁾		28,541		*
Adam Gazzaley, M.D., Ph.D.⁽⁹⁾		1,160,668		1.5	%
Mary Hentges		—		*
William “BJ” Jones, Jr.		—		*
Christine Lemke⁽¹⁰⁾		33,578		*
W. Edward Martucci, Ph.D.⁽¹¹⁾		1,591,084		2.0	%
Chamath Palihapitiya⁽³⁾		13,773,000		17.6	%
Matthew Franklin⁽¹²⁾		108,137		*
Jacqueline Studer⁽¹³⁾		352,229		*
All directors and executive officers as a group (10 individuals)		17,498,069		22.4	%

*	Less than one percent

(1)	Unless otherwise noted, the business address of each of the directors and officers listed in the table above is Akili, Inc. 125 Broad Street, 5th Floor, Boston, MA 02110.

(2)

Consists of 6,711,163 shares of Akili, Inc. common stock. Averill Master Fund, Ltd. (“Averill Fund”) is the record holder of 3,624,163 shares of Akili, Inc. common stock reported herein. Mr. Cowen may be deemed to control Suvretta Capital Management, LLC, the investment manager of the Averill Fund, and therefore may be deemed to beneficially own the Akili, Inc. common stock held by the Averill Fund. SVAV Sponsor I, LLC (“SVAV”) is the record holder of 3,087,000 shares of Akili, Inc. common stock reported herein. Mr. Cowen may be deemed to control SVAV and therefore may be deemed to beneficially own the Akili, Inc. common stock held by SVAV. Mr. Cowen disclaims beneficial ownership of the Akili, Inc. common stock reported herein except to the extent of any indirect pecuniary interest therein. The address of Mr. Cowen is c/o Suvretta Capital Management, LLC, 540 Madison Avenue, 7th Floor, New York, NY 10022. Data was obtained from the Schedule 13G/A that was filed with the SEC on February 13, 2023

(3)

Consists of 13,773,000 shares of Akili, Inc. common stock. SC PIPE Holdings LLC (“SC PIPE Holdings”) is the record holder of 8,100,000 of the shares of Akili, Inc. common stock reported herein. The shares held by SC PIPE Holdings are pledged pursuant to a security and pledge agreement. SC PIPE Holdings is controlled by Mr. Palihapitiya, the current Chairman of the Board and the former Chief Executive Officer and Chairman of SCS’s Board of Directors SC Master Holdings is the sole member of SC PIPE Holdings. Mr. Palihapitiya and SC Master Holdings may be deemed to beneficially own shares of common stock held directly by SC PIPE Holdings by virtue of their indirect or direct interests in SC PIPE Holdings or their control over SC PIPE Holdings, as the case may be. SC Master Holdings, LLC (“SC Master Holdings”) is the record holder of 3,773,000 of the shares of Akili, Inc. common stock reported herein. SC Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares of Akili, Inc. common stock held directly by SC Master Holdings by virtue of his indirect interests in SC Master Holdings or his control over SC Master Holdings, as the case may be. A trust for the benefit of members of Mr. Palihapitiya’s immediate family (the “Family Trust”), is the record holder of 1,900,000 of the shares of Akili, Inc. common stock reported herein. Mr. Palihapitiya may be deemed to beneficially own shares of Akili, Inc. common stock held directly by the Family Trust. The address of each of Mr. Palihapitiya, SC Master Holdings and SC PIPE Holdings is c/o SC Master Holdings, LLC, 506 Santa Cruz Avenue, Suite 300, Menlo Park, California 94025.

(4)

Represents 12,027,477 shares of Akili, Inc. common stock and 500,000 PIPE Shares. Voting and investment power over the shares held by PureTech Health LLC is exercised by its parent entity, PureTech Health plc. The board of directors of PureTech Health plc consists of Ms. Sharon Barber-Lui, Dr. Bharatt Chowrira, Dr. Raju Kucherlapati, Dr. John LaMattina, Dr. Robert Langer, Ms. Kiran Mazumdar-Shaw, Dame Marjorie Scardino, Mr. Christopher Viehbacher and Ms. Daphne Zohar. None of the members of the board of directors of PureTech Health plc or PureTech Health LLC has individual voting or investment power with respect to such shares. The address for PureTech Health LLC and the individuals listed above is c/o PureTech Health LLC, 6 Tide Street, Boston, Massachusetts 02210.

(5)

Represents 9,836,425 shares of Akili and 500,000 PIPE Shares. TLS Beta Pte. Ltd. is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited, which in turn is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd, which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited. The address of each of the foregoing entities is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore.

(6)

Consists of shares held directly by (i) Neuberger Berman Principal Strategies PRIMA Fund LP (“NB PRIMA Fund”), (ii) PRIMA MLP Fund LP (“PRIMA MLP”) and (iii) Neuberger Berman Principal Strategies PRIMA Co-Invest Fund VI LP (“NB PRIMA Co-Invest VI” and together with NB PRIMA Fund and PRIMA MLP, the “PRIMA Funds”). Neuberger Berman Investment Advisers LLC (“NBIA”) serves as the adviser to the PRIMA Funds. Neuberger Berman Principal Strategies PRIMA Associates LP (“PRIMA Associates”) serves as the general partner of NB PRIMA Fund and NB PRIMA Co-Invest VI (a separate third-party serves as general partner of PRIMA MLP). Neuberger Berman Group LLC and certain of its affiliates may be deemed to be the beneficial owners of the securities held directly by the PRIMA Funds because it or certain affiliated persons, including NBIA and PRIMA Associates, have shared power to retain, dispose of or vote the securities owned by the PRIMA Funds pursuant to the terms of investment advisory agreements with the PRIMA Funds. Neuberger Berman Group LLC or its affiliated persons do not, however, have any economic interest in the securities held by the PRIMA Funds. Investment and voting

decisions with respect to the securities held by the PRIMA Funds made by Neuberger Berman are made by an investment committee consisting of Joseph Rotter, Gabriel Cahill and Sean Badcock (the “PRIMA Investment Committee”), each of whom is an employee of Neuberger Berman. All members of the PRIMA Investment Committee disclaim beneficial ownership of the securities held by the PRIMA Funds. The principal address for the above referenced entities is 1290 Avenue of the Americas, New York, New York 10104.

(7)

Represents 4,665,795 shares of Akili, Inc. common stock beneficially owned by Baillie Gifford & Co., which shares are held by Baillie Gifford & Co. and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients. The address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh Scotland, UK EH1 3AN. Data was obtained from the Schedule 13G that was filed with the SEC on January 20, 2023.

(8)	Includes 28,541 shares of Akili, Inc. common stock issuable upon the exercise of options exercisable as of or within 60 days after March 3, 2023.

(9)	Includes (i) 1,089,314 shares of Akili, Inc. common stock and (ii) 71,354 shares of Akili, Inc. common stock issuable upon the exercise of options exercisable as of or within 60 days after March 3, 2023.

(10)	Includes 33,578 shares of Akili, Inc. common stock issuable upon the exercise of options exercisable as of or within 60 days after March 3, 2023.

(11)	Includes (i) 1,572,902 shares of Akili, Inc. common stock issuable upon the exercise of options exercisable as of or within 60 days after March 3, 2023 and (ii) 18,182 shares of Akili, Inc. common stock underlying time-based restricted stock units that vest within 60 days after March 3, 2023.

(12)	Includes 108,137 shares of Akili, Inc. common stock issuable upon the exercise of options exercisable as of or within 60 days after March 3, 2023.

(13)	Includes (i) 345,961 shares of Akili, Inc. common stock issuable upon the exercise of options exercisable as of or within 60 days after March 3, 2023 and (ii) 6,268 shares of Akili, Inc. common stock underlying time-based restricted stock units that vest within 60 days after March 3, 2023.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with management of the Company and KPMG LLP, the Company’s independent registered public accounting firm, the Company’s audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC.

The Audit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence from the Company.

Based on the review and discussions with management and KPMG LLP referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 9, 2023.

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF AKILI, INC.:

Mary Hentges, Chair

Kenneth Ehlert

William “BJ” Jones, Jr.

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS AKILI’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023

Our stockholders are being asked to ratify the appointment by the Audit Committee of the Board of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Marcum LLP served as the independent registered public accounting firm for Social Capital Suvretta Holdings Corp. I prior to the Business Combination. Marcum was informed that it would be replaced by KPMG LLP as our independent registered public accounting firm following the Business Combination. KPMG LLP served as the auditor of legacy Akili since 2018.

The Audit Committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2023. Stockholder approval is not required to appoint KPMG LLP as our independent registered public accounting firm. However, the Board believes that submitting the appointment of KPMG LLP to our stockholders for ratification is good corporate governance. If our stockholders do not ratify this appointment, the Audit Committee will reconsider whether to retain KPMG LLP. If the selection of KPMG LLP is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Akili and its stockholders.

A representative of KPMG LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees billed or expected to be billed to us for professional services rendered by KPMG and its affiliates for the years ended December 31, 2022 and 2021.


	Year Ended December 31,
	2022		2021
Audit fees⁽¹⁾	$	1,037,000	$	598,000
Audit-related fees		—		—
Tax fees		—		—
All other fees⁽²⁾		1,780		1,780

Total	$	1,038,780	$	599,780

(1)

“Audit fees” consist of fees for the audit of our annual consolidated financial statements and the review of the interim consolidated financial statements. The audit fees incurred also include fees relating to services performed in connection with the Business Combination, in each case including comfort letters, consents and review of documents filed with the SEC and other offering documents.

(2)	“All other fees” consist of fees related to subscriptions to KPMG LLP’s Accounting Research Online.

Policy and Procedure for Approval of Audit and Permitted Non-Audit Services

All audit fees were pre-approved by the Audit Committee, which concluded that the provision of such services by KPMG LLP and its affiliates was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. With respect to outside auditor independence, the Audit Committee Charter provides for pre-approval of audit services and non-audit services. The Audit Committee Charter authorizes the Audit Committee to delegate to one or more of its committee members the authority to grant pre-approvals for non-audit services, provided that the decisions of such member(s) to grant any such pre-approval shall be

presented to the Audit Committee at its next scheduled meeting. The Audit Committee followed these guidelines in approving all services rendered by KPMG LLP and its affiliates.

The Board recommends that you vote “FOR” Proposal No. 2 for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

A stockholder who would like a proposal considered for inclusion in our proxy statement relating to our 2024 annual meeting pursuant to Rule 14a-8 (“Rule 14a-8”) under the Exchange Act must be received by the Corporate Secretary of the Company at our offices at Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110 in writing no later than November 23, 2023 and must otherwise comply with Rule 14a-8.

Stockholders intending to present a proposal at the 2024 Annual Meeting of Stockholders, but not to include the proposal in our Proxy Statement pursuant to Rule 14a-8, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the one-year anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2024 Annual Meeting of Stockholders no earlier than January 3, 2024 and no later than February 2, 2024. The notice must contain the information required by the Bylaws, a copy of which is available upon request to our Corporate Secretary. In the event that the 2024 Annual Meeting of Stockholders is first convened more than thirty (30) days before or more than sixty (60) days after May 2, 2024, then our Corporate Secretary must receive such written notice not later than the close of business on the later of the ninetieth (90th) day prior to the scheduled date of the 2024 Annual Meeting or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by us.

In addition to the timely notice requirements, a stockholder’s proposal for nominees for directors must comply with Article I, Section 2 of our Bylaws and other applicable procedures described therein or established by our Nominating and Corporate Governance Committee. See “The Board of Directors and Corporate Governance—Director Nomination Process.” Stockholder proposals related to other business must also comply with Article 1, Section 2 of our bylaws. Furthermore, any stockholder proposal must comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

SOLICITATION OF PROXIES

We will bear the costs of soliciting proxies from our stockholders. In addition to the use of the mails, proxies may be solicited by our directors, officers and employees by personal interview, telephone or telegram. Such directors, officers and employees will not be additionally compensated for such solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection therewith. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of our common stock held of record by such persons, and we will reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred in connection therewith.

HOUSEHOLDING

The SEC’s rules permit us and brokers to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly a separate copy of any of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered, upon written or

oral request to Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary, telephone: (617) 456-0597. If you want to receive separate copies of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone numbers.

OTHER MATTERS

The directors know of no other matters which are likely to be brought before the Annual Meeting. The enclosed proxy card grants to the persons named in the proxy card the authority to vote in their best judgment regarding all other matters properly raised at the Annual Meeting.

ANNUAL REPORT ON FORM 10-K

A copy of Akili, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including financial statements and schedules (if any) thereto but not including exhibits, as filed with the SEC, will be sent to any stockholder of record as of March 3, 2023 without charge upon written request addressed to at Akili, Inc., 125 Broad Street, Fifth Floor, Boston, MA 02110, Attention: Corporate Secretary.

Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the address above. Our Annual Report on Form 10-K has also been filed with the SEC. It is available free of charge at the SEC’s website at www.sec.gov and also in the investor relations section of our corporate website at https://investors.akiliinteractive.com. You also may access this Proxy Statement and our Annual Report on Form 10-K at www.proxydocs.com/AKLI.

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES BY FOLLOWING THE INSTRUCTIONS FOR VOTING ON THE NOTICE AND ACCESS CARD, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.

By Order of the Board of Directors

/s/ W. Edward Martucci II, Ph.D.

W. Edward Martucci II, Ph.D.

Chief Executive Officer

March 22, 2023


	YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

P.O. BOX 8016, CARY, NC 27512-9903		INTERNET Go To: www.proxypush.com/AKLI • Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote

		PHONE Call 1-866-460-5017 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions

		MAIL • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided

		You must register to attend the meeting online and/or participate at www.proxydocs.com/AKLI


Akili, Inc.



Annual Meeting of Stockholders

For Stockholders of record as of March 03, 2023


TIME:		Tuesday, May 2, 2023 10:00 AM, Eastern Time

PLACE:		Annual Meeting to be held live via the Internet - please visit

		www.proxydocs.com/AKLI for more details.

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints W. Edward Martucci II, Santosh Shanbhag, and Jacqueline L. Studer (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Akili, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Akili, Inc.

Annual Meeting of Stockholders


Please make your marks like this:		X

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1 AND 2


	PROPOSAL	YOUR VOTE			BOARD OF DIRECTORS RECOMMENDS

1.	Election of each of the two Class I director nominees named below to our Board of Directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation, death or removal:				FOR
	1.01 Kenneth Ehlert	FOR ☐		WITHHOLD ☐	FOR

	1.02 Mary Hentges	☐		☐	FOR

2.	Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.	FOR ☐	AGAINST ☐	ABSTAIN ☐	FOR

You must register to attend the meeting online and/or participate at www.proxydocs.com/AKLI

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.


Signature (and Title if applicable) Date				Signature (if held jointly) Date