DEF 14A of Ginkgo Bioworks Holdings, Inc., Apr 29, 2024

DEF 14A of Ginkgo Bioworks Holdings, Inc.

Filed Apr 29, 2024 · FY20230001628280-24-018970

Open on EDGAR

  1. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following 9 nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified: ●Arie Belldegrun ●Ross Fubini ●Kathy Hopinkah Hannan ●Christian Henry ●Jason Kelly ●Myrtle Potter ●Shyam Sankar ●Reshma Shetty ●Harry E. Sloan 7 of 9 nominees are currently directors of Ginkgo. Marijn E. Dekkers and Reshma Kewalramani’s terms will expire at the Annual Meeting and they will not be standing for re-election. Ross Fubini and Myrtle Potter are director nominees whose terms would commence on June 13, 2024 if duly elected at the Annual Meeting. As a result, we expect that there will be one Class B Director vacancy on our Board following the Annual Meeting, and holders of our Class B common stock are entitled, pursuant to our Charter and Bylaws, to nominate and appoint a director to fill that vacancy. Although fewer nominees are named in this Proxy Statement than the number currently fixed, proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement because only holders of our Class B common stock are entitled to nominate and elect a director to fill the vacancy. Of the 9 nominees, Jason Kelly and Reshma Shetty have been designated as the two nominees to be elected by holders of the Ginkgo Class B common stock, voting as a separate class. The remaining 7 nominees are to be elected by holders of Ginkgo Class A common stock and holders of Ginkgo Class B common stock, voting together as a single class. Biographical and related information on each nominee is set forth below. The Board expects that the 9 nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

  2. The Board of Directors recommends

    The Board of Directors recommends a vote “FOR” each nominee.

  3. Board of Directors Information

    Board of Directors Information In evaluating the nominees for the Board, the Board and the Nominating and Corporate Governance Committee took into account the qualities they seek for directors, and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of Ginkgo, as discussed below in each biography and under “Director Nominee Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the committee also considers the nominees’ past and ongoing effectiveness on the Board and their independence.

  4. Biographical Information

    Biographical Information

  5. Biographical Information

    | Jason Kelly | Background Dr. Kelly, one of our Founders, is the Chief Executive Officer and a member of Ginkgo’s Board. Dr. Kelly previously served as a director of CM Life Sciences II Inc. (Nasdaq: CMII), a special purpose acquisition company with a focus on the life sciences sector in 2021. Dr. Kelly has a Ph.D. in Biological Engineering and a B.S. in Chemical Engineering and Biology from the Massachusetts Institute of Technology. Qualifications and Skills We believe that Dr. Kelly is qualified to serve on our Board as a Founder and due to his knowledge of our company and our business. | | | Chief Executive Officer and Founder of Ginkgo | | | | Age: 43 Director since: 2008 | Board committees: None | Other current public company boards: None | | Reshma Shetty | Background Dr. Shetty, one of our Founders, is the President and Chief Operating Officer and a member of Ginkgo’s Board. Dr. Shetty has a Ph.D. in Biological Engineering from the Massachusetts Institute of Technology and a B.S. in Computer Science from the University of Utah. Qualifications and Skills We believe that Dr. Shetty is qualified to serve on our Board as a Founder and due to her knowledge of our company and our business. | | | President, Chief Operating Officer and Founder of Ginkgo | | | | Age: 43 Director since: 2008 | Board committees: None | Other current public company boards: None |

  6. Biographical Information

    | Arie Belldegrun, M.D. | Background Dr. Belldegrun has had a distinguished tenure in the life sciences industry, having been closely involved with the founding and advancement of several successful biopharmaceutical companies. Dr. Belldegrun is a co‐founder of Allogene Therapeutics, a public biopharmaceutical company, and has served as Executive Chairman of its board of directors since November 2017. From March 2014 until October 2017 Dr. Belldegrun served as the President and Chief Executive Officer of Kite Pharma, Inc. and as a member of its board of directors from June 2009 until October 2017. Dr. Belldegrun currently serves as Chairman of Bellco Capital LLC (since 2004); Chairman of UroGen Pharma, Ltd. (since December 2012); Chairman and Partner of Two River Group (since June 2009); Co‐chairman of Breakthrough Properties LLC and Breakthrough Services, L.L.C. (since April 2019); Chairman of Kronos Bio (since November 2017); Co‐chairman of Symbiotic Capital (since June 2023); and Director of ByHeart, Inc. (since October 2019). Dr. Belldegrun is also Senior Managing Director of Vida Ventures, LLC (since November 2017). Dr. Belldegrun is a Research Professor, holds the Roy and Carol Doumani Chair in Urologic Oncology, and is Founder and Director of the UCLA Institute of Urologic Oncology at the David Geffen School of Medicine at UCLA. Prior to joining UCLA, Dr. Belldegrun was at the National Cancer Institute/NIH as a research fellow in surgical oncology and immunotherapy under Dr. Steven A. Rosenberg. He completed his MD at the Hebrew University Hadassah Medical School in Jerusalem, his post‐graduate studies in Immunology at the Weizmann Institute of Science, and his residency in urologic surgery at Harvard Medical School. He has authored several books on oncology and more than 500 scientific and medical papers related to urological cancers, immunotherapy, gene therapy and cancer vaccines. He is certified by the American Board of Urology and the American Association of Genitourinary Surgeons. Qualifications and Skills We believe that Dr. Belldegrun is qualified to serve on our Board due to his extensive knowledge as a leader in the field of cell and gene therapy. | | | Executive Chairman and Co-Founder of Allogene Therapeutics | | | | Age: 74 Director since: 2021 | Board committees: Compensation | Other current public company boards: Allogene Therapeutics, Inc., Kronos Bio, Inc., and UroGen Pharma, Ltd. |

  7. Biographical Information

    | Ross Fubini | Background Ross Fubini founded XYZ Venture Capital, a venture capital investment firm focused on startups across various sectors, in 2017, and serves as Managing Director. Mr. Fubini was an early stage investor in defense tech leader Anduril, cloud-based building security breakout Verkada, and modern insurance brokerage Newfront. Mr. Fubini also sits on multiple private company boards including Sardine and Legion Technologies. Mr. Fubini served as a director of Home Plate Acquisition Corp. from 2021-2023. Prior to XYZ, Mr. Fubini co-founded Village Global and was an investor at both Canaan and Kapor Capital. He has held numerous operating roles, including CTO and co-founder of CubeTree, which was sold to SuccessFactors in 2010, as well as led engineering divisions at Symantec and Plumtree Software. Mr. Fubini has advised and invested in over 200 companies across a range of stages and industries. Since 2010, Mr. Fubini has been involved with supporting executive teams to grow and scale revenue. Qualifications and Skills We believe that Mr. Fubini is qualified to serve on our Board due to his extensive expertise and track record in advising high-growth tech companies. | | | Founder and Managing Director of XYZ Venture Capital | | | | Age: 48 Director since: N/A | Board committees: None | Other current public company boards: None |

  8. Biographical Information

    | Kathy Hopinkah Hannan | Background Dr. Hannan is a retired senior partner from KPMG LLP, where she held numerous leadership roles including her roles as Vice Chair, National Managing Partner and Global Lead Partner. She has extensive governance experience through her corporate board roles with Annaly Capital Management (NYSE: NLY) and Otis Worldwide Corporation (NYSE: OTIS), and her previous service at Carpenter Technology Corporation (NYSE: CRS), as well as her former roles as Chair of the Board of Trustees for the Smithsonian National Museum of the American Indian and Chair of the Board of Directors of Girl Scouts of the USA. She also holds a CERT Certificate in Cybersecurity Oversight and is a Certified Public Accountant. A member of the Ho-Chunk Nation, Dr. Hannan served as a commissioner for the Tribal Employment Rights Office and was a presidential appointee to the National Advisory Council on Indian Education. She also served as a member of the Committee to establish the Board of Directors for the Ho-Chunk Tribe’s corporation under Section 17 of the Indian Reorganization Act. She earned her Bachelor degree in Accounting and Political Science from Loras College and a PhD in Leadership Studies from Benedictine University. Qualifications and Skills We believe that Dr. Hannan is qualified to serve on our Board due to her over 30 years of experience as a senior C-Suite executive, corporate advisor, independent board director and strategist. | | | Former Senior Partner, KPMG LLP | | | | Age: 62 Director since: 2022 | Board committees: Audit and Compensation | Other current public company boards: Annaly Capital Management, Inc. and Otis Worldwide Corporation |

  9. Biographical Information

    | Christian Henry | Background Mr. Henry has served as President and Chief Executive Officer of Pacific Biosciences of California, Inc., a leading sequencing company, since September 2020. From 2005 to January 2017, Mr. Henry was a member of the executive team of Illumina, Inc., a global leader in sequencing. During this tenure at Illumina, he served in a number of roles, including Executive Vice President & Chief Commercial Officer, Senior Vice President of Genomic Solutions, Senior Vice President and General Manager of Life Sciences and Senior Vice President and Chief Financial Officer. Prior to joining Illumina in 2005, Mr. Henry served as the Chief Financial Officer of Tickets.com, Inc. from 2003 to 2005. From 1999 to 2003, Mr. Henry served as Vice President, Finance and Corporate Controller of Affymetrix, Inc. (acquired by Thermo Fisher Scientific in 2016). In 1997, Mr. Henry joined Nektar Therapeutics (formerly Inhale Therapeutic Systems, Inc.) as Corporate Controller, and later as its Chief Accounting Officer from 1997 to 1999. In 1996, Mr. Henry served as General Accounting Manager of Sugen, Inc. Mr. Henry began his career in 1992 at Ernst & Young LLP, where he was a Senior Accountant through 1996. Mr. Henry currently serves as a director and Chairman of the board of WAVE Life Sciences Ltd. Mr. Henry previously served as Chairman of the board of Pacific Biosciences of California, Inc. from August 2018 to September 2020 and currently serves as a director. He previously served as a director of CM Life Sciences III Holdings LLC from April 2021 through December 2021. Mr. Henry holds a B.A. in biochemistry and cell biology from the University of California, San Diego and an M.B.A., with a concentration in finance, from the University of California, Irvine. Qualifications and Skills We believe that Mr. Henry is qualified to serve on our Board due to his over 20 years of experience in growing companies in the life sciences industry. | | | President and Chief Executive Officer of Pacific Biosciences of California, Inc. | | | | Age: 56 Director since: 2016 | Board committees: Audit and Compensation | Other current public company boards: WAVE Life Sciences Ltd., Pacific Biosciences of California, Inc. |

  10. Biographical Information

    | Myrtle Potter | Background Ms. Potter currently serves as the Chief Executive Officer of Myrtle Potter & Company, LLC, a life sciences advisory firm. Prior to this she served as President, Chief Executive Officer and Chairperson of the Board of Sumitomo Pharma America, Inc., from July 2023 to April 2024, which was formed through the consolidation of eight U.S. biopharmaceutical companies. Ms. Potter also served as the Chief Executive Officer of Sumitovant Biopharma, Inc., the parent company of five biotechnology subsidiaries, from December 2019 to June 2023. Prior to this, she served as Vant Operating Chair at Roivant Sciences, Inc. from July 2018 to December 2019, where she oversaw thirteen biopharmaceutical companies with over thirty investigational drugs in eleven therapeutic areas. As Chief Executive Officer of Myrtle Potter & Company, LLC, Ms. Potter and her hand-picked team of experts led major strategic efforts and the preparation for multiple product launches for numerous biopharmaceutical companies. From 2000 to 2004, Ms. Potter served as Chief Operating Officer at Genentech, Inc., a biopharmaceutical company, and from 2004 to 2005, she served as the President, Commercial Operations and Executive Vice President of Genentech. Prior to joining Genentech, she held various positions, including President, U.S. Cardiovascular/Metabolics at Bristol-Myers Squibb, and Vice President at Merck & Co. While at Merck, she started the company Astra Merck, Inc. which later, through a series of transactions, became a part of AstraZeneca PLC. Ms. Potter currently serves on the Boards of Directors of Guardant Health Inc. and Liberty Mutual Holding Company, Inc. and the Board of Trustees of The University of Chicago. She has previously served on the Boards of Directors of Myovant Sciences, Ltd. from September 2018 to March 2023, Urovant Sciences Ltd. from July 2018 to March 2021, Axsome Therapeutics, Inc. from June 2017 to June 2020, Immunovant, Inc. from June 2019 to February 2020, Axovant Gene Therapies, Ltd. from September 2018 to February 2020, and Arbutus Biopharma, Inc. from October 2018 to February 2020, and Amazon.com, Inc. Ms. Potter holds a Bachelor of Arts Degree from The University of Chicago. Qualifications and Skills We believe that Ms. Potter is qualified to serve on our Board due to her expertise and deep knowledge of AI in the biotechnology industry and her extensive experience serving on boards of public companies. | | | Chief Executive Officer of Myrtle Potter & Company, LLC | | | | Age: 65 Director since: N/A | Board committees: None | Other current public company boards: Guardant Health, Inc. |

  11. Biographical Information

    | Shyam Sankar | Background Shyam Sankar is chair of Ginkgo’s Board. Mr. Sankar is the Chief Technology Officer and Executive Vice President at Palantir Technologies Inc., where he has worked in various positions since 2006. Prior to his time at Palantir, Mr. Sankar served as the Vice President of Network Management and Director of Business Development for Xoom Corporation. Mr. Sankar has a deep operational background overseeing the development of complex technology from near inception to massive scale. Mr. Sankar received his M.S. in management science and engineering from Stanford University and his B.S. in electrical and computer engineering from Cornell University. Qualifications and Skills We believe that Mr. Sankar is qualified to serve on our Board due to his business acumen, leadership experience, and operational background, having overseen the development and expansion of a software company from its near inception through its public listing. | | | Chief Technology Officer and Executive Vice President at Palantir Technologies Inc. | | | | Age: 42 Director since: 2015 | Board committees: Compensation and Nominating & Corporate Governance | Other current public company boards: None |

  12. Biographical Information

    | Harry E. Sloan | Background Mr. Sloan is a founder, former public company CEO and a leading investor in the media, entertainment and technology industries. Mr. Sloan is the Chairman and CEO of Eagle Equity Partners II, LLC. Under Mr. Sloan’s leadership, the company has acquired and taken public, through SPACs, several digital media companies including, during 2020, DraftKings and mobile gaming company Skillz. Mr. Sloan has been at the forefront and evolution of the video gaming industry as one of the founding investors and a Board Member of Zenimax/Bethesda Game Studios, the awarding winning studio acquired by Microsoft in March 2021. Mr. Sloan co-founded Soaring Eagle Acquisition Corp. (Nasdaq: SRNGU), which raised $1.725 billion in its IPO in February 2021 and three months later announced its business combination with Boston-based Ginkgo Bioworks, Inc. In January 2022, Mr. Sloan and his partners launched Screaming Eagle Acquisition Corp. With a closing of its initial public offering of 75,000,000 units, at a price of $10 per unit, Screaming Eagle is the largest IPO of a public acquisition vehicle since March 2021. Earlier in his career, Mr. Sloan was Chairman and CEO of MGM Studios and founded and led two public companies in the entertainment media arena, New World Entertainment and SBS broadcasting, S.A., one of Europe’s largest broadcasters. Mr. Sloan is an Associate Professor at the University of California at Los Angeles’s (UCLA) Anderson School of Management and serves on the UCLA Anderson School of Management Board of Visitors and the Executive Board of UCLA Theatre, Film and Television. Mr. Sloan has served as a director of Lions Gate Entertainment Corporation since December 2021 and DraftKings Inc. since April 2020. He was a director of Skillz, Inc. from December 2020 to August 2022, Soaring Eagle Acquisition Corp. from October 2020 until September 2021, Flying Eagle Acquisition Corp. from March 2020 until December 2020 and Diamond Eagle Acquisition Corp. from May 2019 until April 2020. Mr. Sloan is also a Trustee of The McCain Institute. Mr. Sloan received his B.A. degree from UCLA and J.D. degree from Loyola Law School. Qualifications and Skills We believe that Mr. Sloan is qualified to serve on Board due to his public company experience, including with other similarly structured, previously blank check companies, business leadership, operational experience and contacts. | | | Chairman and Chief Executive Officer of Eagle Equity Partners II, LLC | | | | Age: 74 Director since: 2021 | Board committees: Audit | Other current public company boards: Lions Gate Entertainment Corporation, DraftKings Inc., and Screaming Eagle Acquisition Corp. |

  13. Director Nominee Tenure, Skills, and Characteristics

    Director Nominee Tenure, Skills, and Characteristics The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time, and, as stated in the Nominating and Corporate Governance Committee Charter, as well as Ginkgo’s Corporate Governance Guidelines, seeks out candidates with an ability to bring diverse perspectives to the Board. The Nominating and Corporate Governance Committee is committed to actively seeking out highly qualified individuals from underrepresented groups to include in the pool from which new Board candidates are chosen. Currently, of our six director nominees, two are women, three are from an underrepresented racial/ethnic group, and four have served for less than five years. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. The tenure range of our director nominees is as follows:

  14. Director Nominee Tenure, Skills, and Characteristics

    | Tenure on Board | Number of Director Nominees | | <5 Years | Four | | 5-10 Years | Three | | 10+ Years | Two |

  15. Compensation of Directors

    Compensation of Directors Ginkgo has an annual compensation program for its non-employee directors pursuant to which the non-employee directors are entitled to cash and equity compensation in such amounts necessary to attract and retain non-employee directors who have the talent and skills to foster long-term value creation and enhance the sustainable development of the Company. The compensation payable under the program is intended to be competitive in relation to both the market in which the Company operates and the nature, complexity and size of Ginkgo’s business. Ginkgo’s non-employee directors receive the following amounts for their services on the Board under the non-employee director compensation program:

  16. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | | Arie Belldegrun | 57,500 | 200,000 | 200,000 | 457,500 | | Marijn E. Dekkers | 80,815 | 200,000 | 200,000 | 480,815 | | Kathy Hopinkah Hannan(3) | 48,666 | 200,000 | 200,000 | 448,666 | | Christian Henry | 77,500 | 200,000 | 200,000 | 477,500 | | Reshma Kewalramani | 60,000 | 200,000 | 200,000 | 460,000 | | Shyam Sankar(4) | 85,185 | 200,000 | 200,000 | 485,185 | | Harry E. Sloan | 59,375 | 200,000 | 200,000 | 459,375 |

  17. Executive Summary

    Executive Summary ●CEO and COO Compensation: In recognition of the equity award granted to each of Dr. Kelly and Dr. Shetty in 2021 pursuant to the terms of the multi-year founder equity grant agreements that were entered into in January 2020 prior to the business combination (the “Business Combination”) of Soaring Eagle Acquisition Corp. with Ginkgo Bioworks, Inc. (“Old Ginkgo”), Dr. Kelly and Dr. Shetty did not receive any grants under our long-term incentive program for 2023. Dr. Kelly’s and Dr. Shetty’s 2023 compensation consisted solely of a base salary and eligibility to participate in Ginkgo’s broad-based employee benefit plans and programs. As discussed below in this Compensation Discussion and Analysis, after not having granted equity awards to our founders since 2021, following a recommendation from a special committee of the Board (described below), the Board granted performance-based stock options to Dr. Kelly and Dr. Shetty pursuant to the 2024 Founder Award Program. Please see “2024 Founder Award Program” below. ●CFO Compensation: In 2023, Mr. Dmytruk received a salary increase of approximately 2% and a time-based restricted stock unit award as part of the annual compensation review process. ●Post-deSPAC Equity Incentive Structure and Earnout Shares: As further described below under “Long-Term Compensation”, Dr. Kelly, Dr. Shetty and Mr. Dmytruk hold Ginkgo restricted stock units that they received in the Business Combination in respect of previously granted restricted stock units and they also hold Ginkgo restricted stock that is subject to service- and stock price-based vesting hurdles that they received with respect to the earn-out portion of the consideration paid in the Business Combination. These restricted stock unit and restricted stock earnout awards were designed to function as a multi-year growth incentive while also providing retentive value.

  18. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives We design our compensation programs to attract, retain and engage great talent, reinforce an ownership mindset, and emphasize performance and contribution to our long-term success among all employees, including our named executive officers. As a result, our compensation programs encourage experimentation, innovation and performance that support the long-term creation of shareholder value, rather than tying compensation to a few discrete, short-term performance goals, financial or otherwise. As is the case for other employees, our named executive officers’ compensation has the following basic components: 1.base salary; and 2.periodic grants of incentive equity awards, primarily in the form of time-based restricted stock units for annual grants, which generally vest over multiple years, so that compensation is negatively impacted if our stock price declines and is favorably impacted if the stock price appreciates. We believe our compensation programs differ from the approach used by many companies with its emphasis on stock-based compensation. This focus on long-term incentives encourages all employees, including executives, to think and act like owners, because they are owners. It also aligns employee, including executive, compensation with the returns we deliver to shareholders. The Compensation Committee is continually reviewing compensation market trends and evaluating our compensation programs to ensure a balance between attraction and retention of great talent and alignment among employees’ (including executives’) and shareholders’ experiences.

  19. Compensation Best Practices

    Compensation Best Practices Our executive compensation program has a number of features that reflect our philosophy and objectives: ●Focus on long-term shareholder value: Our compensation program aligns executive and shareholder interests by compensating executives primarily with equity grants that generally vest over multiple years so that compensation is negatively impacted if our stock price declines and is favorably impacted if the stock price appreciates. This encourages executives to think and operate with an ownership mindset that benefits all stakeholders, including shareholders, over the long-term. ●Focus on realizable compensation: The Compensation Committee focuses on realizable compensation by assessing the potential annual value of equity awards vesting each year instead of the aggregate grant date value reported in the Summary Compensation Table. ●Monitor dilution and overhang: In order to protect shareholder value, the Compensation Committee is committed to the responsible use of equity by balancing the equity compensation’s value linking executive and shareholder experiences, while managing shareholder dilution resulting from our compensation program. ●No severance benefits or accelerated vesting of unearned equity upon termination of employment with founding named executive officers: Dr. Kelly and Dr. Shetty do not have an employment or severance agreement and are not guaranteed any compensation should their employment terminate for any reason, including in connection with a change in control. Performance-based stock options granted to Dr. Kelly and Dr. Shetty in 2024 (as described below under “2024 Founder Award Program”) are subject to accelerated vesting upon certain terminations of employment or a change in control, to the extent the associated performance-based vesting criteria have been satisfied. ●No executive perks: Ginkgo’s named executive officers are eligible to participate in Ginkgo’s broad-based employee benefit plans and programs, including medical, dental, vision, life, and disability insurance benefits, to the same extent as Ginkgo’s other full-time employees. ●No excise tax gross-ups in existing agreements: We do not have agreements that provide excise tax gross-ups on executive compensation. ●Assess risks of our compensation program: We believe the structure of our executive compensation program motivates our executives to make thoughtful, appropriate decisions with measured risks balanced by appropriate rewards for the Company. ●Independent compensation consultant: The Compensation Committee engages an independent compensation consultant, which provides valuable data regarding executive compensation trends and best practices. ●Policies against hedging and pledging: Our Insider Trading Compliance Policy prohibits our executives from engaging in “hedging” or similar transactions with respect to our common stock. Pledging the Company’s securities as collateral to secure loans is prohibited unless an exception is approved by the Board. We strive to keep our executive compensation simple, transparent, and aligned with shareholder value. At present, given our stage and mission as a Company, we believe that tying stock and cash award payouts to a handful of discrete performance criteria can be a source of complexity and confusion in executive pay and may result in executive compensation arrangements that are more difficult to value and more vulnerable to obfuscation than time-vesting restricted stock units. Ginkgo’s compensation program, consisting of base salary and periodic grants of incentive equity awards, primarily in the form of time-vested restricted stock units for annual grants, that typically vest over multiple years, aligns employee (including executive) compensation with long-term company performance and shareholder value. Ginkgo used objectives and key results to align the Company and our employees around a set of five qualitative objectives and stretch, quantitative and measurable targets for each objective. Our annual performance management and compensation review process took into account these objectives and key results in the determination of executive performance and compensation.

  20. Role of the Compensation Consultant

    Role of the Compensation Consultant In determining compensation for 2023, the Compensation Committee retained Sequoia Consulting Group (“Sequoia”) to advise on executive compensation. Sequoia provided various services to the Compensation Committee, including the review, analysis and update of our compensation peer group; the review and analysis of compensation for our CFO and broader non-founder leadership team against competitive market data based on the companies in our compensation peer group and against broader compensation survey data when appropriate; the review and analysis of our equity plans; and support on other ad hoc matters.

  21. Use of Market Data and Peer Group Analysis

    Use of Market Data and Peer Group Analysis When considering executive compensation decisions, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable companies, especially to understand the demand and competitiveness for attracting and retaining an individual with each named executive officer’s specific expertise and experience. For 2023, the Compensation Committee believed referencing market data, along with other factors, was important when setting total compensation for our named executive officers because competition for executive management is intense in our industry and the retention of our talented leadership team is critical to our success. Market data is one factor considered in the annual compensation approval process. Other important considerations include compensation for the broader leadership team at Ginkgo and at the other companies with which we compete for talent, past contributions to company performance, employee knowledge, skills and experience, expected contributions to future success, cash compensation, estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price assumptions.

  22. 2023 Peer Group

    2023 Peer Group The Compensation Committee considered several factors in determining the composition of our peer group for purposes of evaluating the 2023 compensation of our CFO, including, but not limited to, industry, revenue, and organizational complexity. Using these criteria, the following 19 companies were identified by the Compensation Committee as the defined peer group for input in benchmarking 2023 executive compensation programs:

  23. 2023 Peer Group

    | 10X Genomics, Inc. | Abcellera Biologics Inc | Amyris, Inc. | Balchem Corporation | | BioMarin Pharmaceuticals Inc. | BridgeBio Pharma, Inc. | CRISPR Therapeutics AG | Guardant Health, Inc. | | Halozyme Therapeutics, Inc. | Ionis Pharmaceuticals, Inc. | Livent Corp. | Natera, Inc. | | Pacific Biosciences of California, Inc. | Repligen Corporation | Sarepta Therapeutics, Inc. | Schrödinger, Inc. | | Twist Bioscience Corporation | Ultragenyx Pharmaceutical Inc. | Vir Biotechnology, Inc. | |

  24. 2023 Peer Group

    The compensation for Dr. Kelly and Dr. Shetty did not change from 2022 to 2023 and, based on peer group data, their salary is below market for their roles and responsibilities.

  25. Short Term Incentive - Annual Bonuses

    Short Term Incentive - Annual Bonuses The Company does not currently have an annual cash bonus or incentive program for any of its employees, including its named executive officers.

  26. Long Term Incentive - Equity Compensation

    Long Term Incentive - Equity Compensation Long-term incentive compensation in the form of equity incentives aligns the interests of our employees, including our named executive officers, with long-term shareholder interests and allows us to attract, incentivize, and retain staff in a competitive market. Thus, equity compensation is a key component of executive officers’ total compensation. We use restricted stock units as our primary stock-based compensation vehicle for non-founder employees. We believe that the use of restricted stock units aligns the long-term interests of employees, including our CFO, and helps efficiently manage overall shareholder dilution from stock awards. As a form of compensation, equity-based incentives also enable us to manage the Company’s cash resources more effectively. In 2020 and 2021 prior to the Business Combination, the named executive officers received restricted stock units in Old Ginkgo that were subject to certain service- and performance-based vesting conditions. In connection with the Business Combination, the restricted stock units in Old Ginkgo held by the named executive officers were converted into restricted stock units issuable for the Company’s Class B common stock and, with respect to the earn-out portion of the consideration paid in the Business Combination to the shareholders of Old Ginkgo, restricted stock. These restricted stock earnout awards are subject to the same service-based vesting schedule as the related restricted stock units and to stock price vesting hurdles. In 2023, we granted Mr. Dmytruk time-based restricted stock units under the 2021 Incentive Award Plan (the “2021 Plan”) as part of our annual compensation review process, after reviewing peer group data and after considering Mr. Dmytruk’s performance during 2022. The Compensation Committee granted Mr. Dmytruk 870,000 restricted stock units on March 1, 2023, which began vesting on April 1, 2023 and continue to vest in equal monthly installments thereafter over four years until March 1, 2027, generally subject to Mr. Dmytruk’s continued service to the Company through the applicable vesting date. Dr. Kelly and Dr. Shetty did not receive equity grants during 2023 as we believed at the time that (i) the equity awards negotiated prior to the Business Combination and reflected in the “Outstanding Equity at Fiscal Year-End” table, below, represented a multi-year opportunity for Dr. Kelly and Dr. Shetty and (ii) the existing equity ownership position of Dr. Kelly and Dr. Shetty sufficiently continued to align the interests of Dr. Kelly and Dr. Shetty with our shareholder interests.

  27. 2024 Founder Award Program

    2024 Founder Award Program In connection with the Board’s review of the Company’s executive compensation program, including compensation payable to our founders, the Board formed a special committee (the “Special Committee”) in 2023 to analyze and make recommendations to the Board regarding the compensation of each of Drs. Kelly, Shetty, Canton and Che (the “Founders”). The Special Committee consisted of Mr. Sankar, Mr. Sloan and Dr. Hannan, each of whom was determined to be independent of the Founders. The Special Committee retained its own independent compensation consultant, Infinite Equity, and independent outside legal counsel, Young Conaway Stargatt & Taylor, LLP, to advise with respect to its review of Founder compensation. The Special Committee met, including with its advisors, approximately a dozen times to consider revisions to the compensation program for our Founders. At these meetings, the Special Committee considered and evaluated a number of factors in determining whether to change the compensation of our Founders and, if so, the appropriate structure and magnitude of any such change, including the central role of our Founders’ leadership in executing the Company’s strategy, the Company’s historic and prospective performance, and the extent (if any) to which compensation would provide incentives for our Founders to continue driving long-term stockholder value creation. In addition, the Special Committee considered the equity awards held by our Founders that were negotiated prior to the Company becoming a public company, our Founders’ existing equity ownership positions, market data provided by the Special Committee’s compensation consultant on the compensation of executives at peer companies, and the means by which our Founders’ compensation could be linked to and made contingent upon the Company’s performance. Following extensive analysis and negotiations between the Special Committee and the Founders, the Special Committee resolved to recommend to the Board that it adopt a revised compensation program for our Founders in 2024 (the “2024 Founder Compensation Program”) that consists of maintaining the annual cash compensation for each Founder at $250,000 and granting each Founder an option to purchase 5,000,000 shares of Ginkgo common stock with an exercise price of $2.50 per share and with such options subject both to time-based and performance-based vesting criteria (the “Founder Options”). The performance-based vesting is tied to the achievement of four specified stock price hurdles within a five-year period, with 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $5.00, 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $7.50, 20% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $10.00 and the remaining 60% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $12.50. If the performance-based criteria are achieved during the five-year performance period, the awards will vest on the five-year anniversary of the grant date. The Special Committee designed the 2024 Founder Compensation Program for only one year, rather than designing a compensation program that would be expected to cover multiple years of employment. The Special Committee considered market data on total annual compensation provided by its compensation consultant in determining the total value of the 2024 Founder Compensation Program, accounting for both the Founders’ annual cash compensation and the grant date fair value of the Founder Options (as determined and described below). The Founder Options have an approximate grant date fair value of $981,000 per Founder, computed in accordance with FASB ASC Topic 718, excluding the effect of estimating forfeitures and using the Monte Carlo simulation option pricing model. The assumptions used to calculate the grant date fair value of the Founder Options were as follows:

  28. 2024 Founder Award Program

    In designing the Founder Options, the Special Committee sought to create awards that rewarded sustained and substantial stock appreciation tied to the successful execution of the Company’s strategy and would lead to stockholder value substantially above average long-term stock market growth. In addition, the five-year vesting period and the weighting of the performance-based vesting criteria were designed to provide most of the value of the Founder Options only when the highest stock price hurdles are met, with 80% of the value of the awards remaining unvested at trading prices below $10.00 per share and 60% of the value of the awards vesting only if the $12.50 per share vesting criteria is met. On April 4, 2024, with Dr. Shetty and Dr. Kelly recusing themselves, after reviewing the recommendations of the Special Committee and the considerations and analysis presented above and described to the Board, the Board determined to adopt the 2024 Founder Compensation Program.

  29. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of Ginkgo’s named executive officers for the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jason Kelly | 2023 | 250,000 | - | 12,500 | 262,500 | | Chief Executive Officer | 2022 | 250,000 | - | 12,500 | 262,500 | | | 2021 | 250,000 | 380,479,776(4) | 12,500 | 380,742,276 | | Reshma Shetty | 2023 | 250,000 | - | 12,500 | 262,500 | | President & Chief Operating Officer | 2022 | 250,000 | - | 12,500 | 262,500 | | | 2021 | 250,000 | 380,479,776(4) | 12,500 | 380,742,276 | | Mark Dmytruk | 2023 | 460,000 | 1,218,000 | 16,500 | 1,694,500 | | Chief Financial Officer | 2022 | 450,000 | 1,730,200 | 15,250 | 2,195,450 | | | 2021 | 425,000 | 39,629,178(4) | 14,500 | 40,068,678 |

  31. Summary Compensation Table

    (1) Mr. Dmytruk participated in a salary exchange program during 2021, which took place on a one-to-four basis such that for each $1 of salary contributed to the program, Mr. Dmytruk would receive a number of restricted stock units valued at $4. He elected to be paid $50,000 of his 2021 base salary in the form of restricted stock units and was granted 65,375 restricted stock units in April 2021 with a modification date fair value of $888,446. The modification date fair value is computed in accordance with ASC Topic 718 and reflects the fair value on November 17, 2021 (i.e., the modification date), rather than the historical grant date fair value, the current fair value, or the amounts paid to or realized by Mr. Dmytruk. (2) For years 2023 and 2022, the amount reflects the grant date fair value of restricted stock units awarded, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the restricted stock units, the grant date fair value was calculated by multiplying the closing price of the Company’s Class A common stock on the grant date by the number of restricted stock units granted. For 2021, amounts reflect the modification date fair value of restricted stock units and associated restricted stock earnout awards granted. For Mr. Dmytruk, this includes $838,446, which represents the modification date fair value of the restricted stock units that were granted as part of the salary exchange program in excess of the $50,000 portion of his base salary that he elected to exchange. We provide information regarding the assumptions used to calculate the fair value of all restricted stock units and associated restricted stock earnout awards made to named executive officers in Note 13 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K. (3) Amounts represent employer non-elective contributions under Ginkgo’s 401(k) plan in 2023. (4) Amounts for Dr. Kelly ($158,652,934), Dr. Shetty ($158,652,934), and Mr. Dmytruk ($23,125,369) reflect the incremental fair value over the historical grant date fair value attributable to the modification of restricted stock units and associated restricted stock earnout awards on November 17, 2021, rather than the historical grant date fair value, the current fair value, or the amounts paid to or realized by the named individual. The original grants to Dr. Kelly and Dr. Shetty associated with these amounts were granted under Dr. Kelly and Dr. Shetty’s founder equity grant agreements with Old Ginkgo, which were entered into in January 2020 prior to the Business Combination and resulted in no incremental dilution to shareholders following the Business Combination as they were granted prior to Ginkgo becoming a publicly traded company. We provide information regarding the assumptions used to calculate the fair value of all restricted stock units and associated restricted stock earnout awards made to named executive officers in Note 13 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K.

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards made to Ginkgo’s named executive officers during the year ended December 31, 2023.

  33. Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Jason Kelly | - | - | - | | Reshma Shetty | - | - | - | | Mark Dmytruk | 3/1/2023(2) | 870,000 | 1,218,000 |

  34. Grants of Plan-Based Awards

    (1)Amounts shown reflect the grant date fair value of restricted stock units, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnote (2) to the Summary Compensation Table above. (2)Represents the restricted stock units granted to Mr. Dmytruk on March 1, 2023, which began vesting on April 1, 2023 and vest in substantially equal monthly installments thereafter over four years until March 1, 2027, generally subject to his continued service to Ginkgo through the applicable vesting date.

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of Ginkgo common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023.

  36. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(8) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(8) | | Jason Kelly | 1/1/2020 | - | - | 389,151(6) | 657,665 | | | 8/18/2021 | - | - | 1,931,193(6) | 3,263,716 | | Reshma Shetty | 1/1/2020 | - | - | 389,151(6) | 657,665 | | | 8/18/2021 | - | - | 1,931,193(6) | 3,263,716 | | Mark Dmytruk | 3/2/2021 | 506,144(1) | 855,383 | - | - | | | 3/2/2021 | 15,186(7) | 25,664 | 198,768(6) | 335,918 | | | 4/4/2021 | 16,344(2) | 27,621 | - | - | | | 4/4/2021 | 492(7) | 831 | 5,883(6) | 9,942 | | | 8/2/2021 | 135,995(3) | 229,832 | - | - | | | 8/2/2021 | 4,082(7) | 6,899 | 30,918(6) | 52,251 | | | 1/24/2022 | 34,334(4) | 58,024 | - | - | | | 3/11/2022 | 281,250(5) | 475,313 | - | - | | | 3/1/2023 | 706,875(9) | 1,194,619 | | |

  37. Outstanding Equity Awards at Fiscal Year-End

    (1) The restricted stock units granted to Mr. Dmytruk began vesting November 9, 2021 and will continue to vest in substantially equal monthly installments until November 1, 2024, generally subject to his continued service to Ginkgo through the applicable vesting date. (2) The restricted stock units granted to Mr. Dmytruk began vesting November 30, 2021 and will continue to vest in substantially equal monthly installments until December 1, 2024, generally subject to his continued service to Ginkgo through the applicable vesting date. (3) The restricted stock units granted to Mr. Dmytruk began vesting December 1, 2021 and will continue to vest in substantially equal monthly installments until July 1, 2025, generally subject to his continued service to Ginkgo through the applicable vesting date. (4) The restricted stock units granted to Mr. Dmytruk began vesting on January 1, 2023 and will continue to vest in monthly installments until January 1, 2028, generally subject to his continued service to Ginkgo through the applicable vesting date. The vesting schedule for this award is as follows: 5% vests at 12 months, then .83% per month for the next 12 months, 1.25% per month for the next 12 months, 1.67% per month for the next 24 months, and 2.5% per month for the remaining 12 months. (5) The restricted stock units granted to Mr. Dmytruk began vesting on April 1, 2022 and will continue to vest in substantially equal monthly installments until March 1, 2026, generally subject to his continued service to Ginkgo through the applicable vesting date. (6) Represents restricted stock earnout awards which vest in three substantially equal installments if the trading price per share of Ginkgo Class A common stock at any point during the trading hours of a trading day is greater than or equal to the following thresholds for any 20 trading days within any period of 30 consecutive trading days during the five-year period after the closing of the Business Combination: $15.00, $17.50 and $20.00. Once the performance condition has been satisfied, the shares will be subject to the same service-based vesting schedule applicable to Mr. Dmytruk’s restricted stock units that have the same grant date as such restricted stock earnout award, as described in the footnotes to this table, subject to Mr. Dmytruk’s continued service to Ginkgo through each applicable vesting date. Dr. Kelly and Dr. Shetty’s related restricted stock units met the service-based vesting requirement on October 1, 2022, and therefore, once the performance condition has been satisfied, the restricted stock earnout awards held by them will vest. (7) Represents restricted stock earnout awards for which the performance condition has been satisfied and for which the shares are now subject to the same service-based vesting schedule applicable to Mr. Dmytruk’s restricted stock units that have the same grant date as such restricted stock earnout award, as described in the footnotes to this table, generally subject to Mr. Dmytruk’s continued service to Ginkgo through the applicable vesting date. (8) Amount shown is based on the closing price of a share of Ginkgo Class A common stock of $1.69 on December 29, 2023, the last trading day of fiscal year 2023. (9) The restricted stock granted to Mr. Dmytruk began vesting on April 1, 2023 and will continue to vest in substantially equal monthly installments until March 1, 2027, generally subject to his continued service to Ginkgo through the applicable vesting date.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  39. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jason Kelly | - | - | | Reshma Shetty | - | - | | Mark Dmytruk | 967,809 | 1,631,947 |

  40. Option Exercises and Stock Vested

    (1) Amount shown is based on the closing price of a share of Ginkgo Class A common stock on the vesting date of the applicable stock awards.

  41. Pension Benefits

    Pension Benefits None of our named executive officers participated in or received benefits from a pension plan during the year ended December 31, 2023 or in any prior year.

  42. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our named executive officers participated in or received benefits from a nonqualified deferred compensation plan during the year ended December 31, 2023 or in any prior year.

  43. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Founders, including Dr. Kelly and Dr. Shetty (Founder Options). If a Founder’s employment with Ginkgo terminates as a result of his or her death or disability during the five-year vesting period applicable to the Founder Option, the vesting of any portion of the Founder Option that has satisfied the performance-based vesting criteria will accelerate. If a Founder’s employment is terminated by Ginkgo without cause (as defined in the Founder Option award agreement) during the five-year vesting period, any portion of the Founder Option that has satisfied the performance-based vesting criteria will vest, with pro rata vesting if the 90-calendar-day average stock price is between two stock price hurdles at the time of such employment termination. In the event of a change in control of Ginkgo (as defined in the 2021 Plan), any portion of the Founder Option that has satisfied the performance-based vesting criteria (i) will remain outstanding and eligible to vest (if the Founder Options are assumed in connection with the transaction), or (ii) will vest upon consummation of the transaction (if the Founder Options are not assumed in connection with the transaction). The Founder Options will be exercisable for shares of Class A Ginkgo common stock for ten years from the grant date. If a Founder exercises any portion of their Founder Option prior to the time such Option vests by its terms, such Founder will receive restricted shares of Class A Ginkgo common stock, subject to the same vesting terms described above. In the event a Founder’s employment with Ginkgo terminates, any shares of Ginkgo common stock received in connection with the exercise of the Founder Options, on a post-tax basis, must be held for one year from the Founder’s termination of employment. This one-year holding period will not apply following termination of the Founder’s employment as a result of such Founder’s death or disability, termination of such Founder’s employment by Ginkgo without cause, or a change in control of Ginkgo. Mr. Dmytruk. We have entered into an offer letter with Mr. Dmytruk pursuant to which he will be entitled to receive the following payments and benefits in the event his employment is terminated by Ginkgo without “cause” (as defined in the offer letter): (i) 12 months’ severance pay based on his base salary rate on the date of such termination, to be paid in installments over the 12-month period following the termination date and (ii) up to 12 months’ Company-paid health benefits continuation pursuant to COBRA, in each case subject to Mr. Dmytruk’s execution of a general release of claims in favor of Ginkgo. 2021 Plan. Under the 2021 Plan, in the event of a change in control of the Company (as defined in the 2021 Plan) in which equity awards, including those held by our named executive officers, are not continued, converted, assumed or replaced with a comparable award in connection with such change in control, the equity awards will become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such equity awards will lapse as of such change in control, and such equity awards will be canceled upon the consummation of the change in control in exchange for the right to receive the change in control consideration payable to holders of our common stock. The table below sets forth the severance benefits that would be payable to Mr. Dmytruk if his employment was terminated by Ginkgo without “cause” on December 31, 2023.

  44. Potential Payments Upon Termination of Employment or Change in Control

    | Name | | Severance ($) | Health Benefits Continuation ($)(1) | Total ($)(2) | | Mark Dmytruk | Involuntary Termination Without Cause | 460,000 | 13,361 | 473,361 |

  45. Potential Payments Upon Termination of Employment or Change in Control

    (1) Amount shown is based on the health benefit premiums in effect on December 31, 2023 and assumes the full 12 months of Company-paid health benefits continuation. (2) We have assumed that all equity awards would be assumed in a hypothetical change in control occurring on December 31, 2023 and, therefore, have not included any value with respect to such awards in this table.

  46. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of the annual total compensation of Jason Kelly, our CEO, to that of our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. We identified the median employee by examining W-2 reported earnings for all U.S. employees, excluding our CEO, who were employed by us on December 31, 2023, whether employed on a full or part-time basis, with compensation annualized for any permanent employee that was not employed for all of 2023. As of December 31, 2023, our global workforce consisted of 1,218 active employees, with 15 employees located in France, 25 employees located in the Netherlands and 17 employees located in Switzerland. As permitted by SEC rules, we excluded our non-U.S. employees from our calculations, as the combined workforce in those three countries comprised approximately 4.7% of our total global workforce as of this same date. After excluding our non-U.S. employees, we identified our median employee from a population of 1,161 U.S. employees. After identifying the median employee based on reported earnings through December 31, 2023, we calculated the annual total compensation for 2023 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For 2023, the value of the annual total compensation of the median employee was $184,086. For 2023, the annual total compensation of our CEO was $262,500. The resulting ratio of the two amounts is approximately 1:1.4. SEC rules allow companies to use a variety of methods and assumptions to estimate median employee compensation, and factors such as industry, geography, business model, and workforce composition will vary across companies. Accordingly, the information above may not be comparable to information reported by other companies.

  47. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our named executive officers other than our principal executive officer (“Other NEOs” or “Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Each of our named executive officers (“NEOs”) became an NEO of the Company in connection with the Business Combination and prior to that time none of the NEOs of Old Ginkgo received any compensation. We make our compensation decisions independently of disclosure requirements. We do not use financial performance measures when setting compensation goals and making compensation decisions for our NEOs. Accordingly, as we did not use financial performance measures to link executive compensation to our financial performance in 2023, we have not included any “company-selected measure” (within the meaning of the SEC’s rules) in the Pay Versus Performance Table, or provided a tabular list of financial performance measures.

  48. Pay Versus Performance

    | Year | Summary Compensation Table Total for Jason Kelly¹ ($) | Compensation Actually Paid to Jason Kelly¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment Based on:4 | | Net Income ($ Thousands)5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2023 | 262,500 | (766,187) | 978,500 | 540,035 | 13.88 | 67.48 | (893) | | 2022 | 262,500 | (152,520,622) | 1,228,975 | (82,295,312) | 13.88 | 62.62 | (2,105) | | 2021 | 380,742,276 | 237,508,511 | 210,405,477 | 132,638,554 | 68.23 | 84.19 | (1,830) |

  49. Pay Versus Performance

    1.Jason Kelly became PEO on September 17, 2021, the date of the closing of the Business Combination. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  50. Pay Versus Performance

    | 2021*-2023 | | Reshma Shetty | | Mark Dmytruk |

  51. Pay Versus Performance

    *Dr. Shetty and Mr. Dmytruk each became NEOs on September 17, 2021, the date of the closing of the Business Combination. 2.The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below and reflect compensation for the full year of 2021, consistent with the Summary Compensation Table disclosure. 3.Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K and reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. As of December 31, 2020, the end of the fiscal year prior to the date on which the Business Combination occurred (September 16, 2021), all awards were valued at $0 as their performance conditions were not considered probable to be achieved as of that date. Certain restricted stock units were subsequently modified on November 17, 2021 such that the performance conditions were deemed to be met. The per-share values of the restricted stock earnout awards are estimated based on the use of a Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB ASC Topic 718 on the dates required to be reported in the tables below.

  52. Pay Versus Performance

    | Year | Summary Compensation Table Total for Jason Kelly ($) | Exclusion of Stock Awards for Jason Kelly ($) | Inclusion of Equity Values for Jason Kelly ($) | Compensation Actually Paid to Jason Kelly ($) | | 2023 | 262,500 | — | (1,028,687) | (766,187) |

  53. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 978,500 | (609,000) | 170,535 | 540,035 |

  54. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  55. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jason Kelly ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Jason Kelly ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Jason Kelly ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Jason Kelly ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Jason Kelly ($) | Total - Inclusion of Equity Values for Jason Kelly ($) | | 2023 | — | (1,028,687) | — | — | — | (1,028,687) |

  56. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 597,310 | (566,561) | 138,113 | 1,673 | — | 170,535 |

  57. Pay Versus Performance

    4.The peer group total shareholder return (“Peer Group TSR”) set forth in this table utilizes the S&P Biotechnology Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested in our Class A common stock and in the S&P Biotechnology Select Industry Index, respectively, for the period starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the closing of the Business Combination) through December 31 of the applicable year. Historical stock performance is not necessarily indicative of future stock performance. 5.The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and the Company’s cumulative TSR starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the Business Combination) through December 31, 2023. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Net Income during the three most recently completed fiscal years.