DEF 14A of Ginkgo Bioworks Holdings, Inc., Apr 29, 2025

DEF 14A of Ginkgo Bioworks Holdings, Inc.

Filed Apr 29, 2025 · FY20240001628280-25-020648

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 seven 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: ●Ross Fubini ●Christian Henry ●Jason Kelly ●Sri Kosuri ●Shyam Sankar ●Reshma Shetty ●Harry E. Sloan Each of the seven nominees are currently directors of Ginkgo. Of the seven 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 five 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. Dr. Kathy Hopinkah Hannan and Ms. Myrtle Potter are not standing for re-election to the Board of Directors at the Annual Meeting and their terms as a director will expire at the Annual Meeting. Dr. Hannan’s term as a member of the Audit Committee and Nominating and Corporate Governance Committee and Ms. Potter’s term as a member of the Audit Committee will also expire at the Annual Meeting. Biographical and related information on each nominee is set forth below. The Board expects that the seven 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. The Board expects to decrease the size of the Board from nine directors to seven directors immediately following the Annual Meeting upon the completion of Dr. Hannan’s and Ms. Potter’s terms.

  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 of Director Nominees

    Biographical Information of Director Nominees

  5. Biographical Information of Director Nominees

    | Jason Kelly | Background Dr. Kelly, one of our Founders, has been Ginkgo’s Chief Executive Officer since 2008 and is 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: 44 Director since: 2008 | Board committees: None | Other current public company boards: None | | Reshma Shetty | Background Dr. Shetty, one of our Founders, has been Ginkgo’s President and Chief Operating Officer since 2008 and is 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: 44 Director since: 2008 | Board committees: None | Other current public company boards: None |

  6. Biographical Information of Director Nominees

    | 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: 49 Director since: 2024 | Board committees: Compensation | Other current public company boards: None |

  7. Biographical Information of Director Nominees

    | 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: 57 Director since: 2016 | Board committees: Audit and Compensation | Other current public company boards: WAVE Life Sciences Ltd., Pacific Biosciences of California, Inc. |

  8. Biographical Information of Director Nominees

    | Sri Kosuri | Background Dr. Kosuri has been the chief executive officer of Octant, Inc. (“Octant”), a private, drug discovery company based in Emeryville, California since 2019. He was previously an associate professor at UCLA in the Chemistry and Biochemistry Department where his lab developed technologies in synthetic biology, genomics, and biochemistry. Dr. Kosuri previously worked at the Wyss Institute at Harvard University, where he built numerous technologies in gene synthesis, DNA information storage, gene editing, and large-scale multiplexed assays. He helped build Gen9, a gene synthesis company later acquired by the Company in 2017, as a member of its scientific advisory board and helped start Joule Unlimited, an engineered algae-to-biofuel company. He is a Searle Scholar (2015), an NIH New Innovator (2014), and received his Doctor of Science in Biological Engineering at MIT and Bachelor of Science in Bioengineering at UC Berkeley. Qualifications and Skills We believe that Dr. Kosuri is qualified to serve on our Board due to his expertise and deep knowledge of the life sciences tools business. | | | Chief Executive Officer of Octant, Inc. | | | | Age: 45 Director since: 2024 | Board committees: None | Other current public company boards: None |

  9. Biographical Information of Director Nominees

    | 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: 43 Director since: 2015 | Board committees: Compensation and Nominating & Corporate Governance | Other current public company boards: None |

  10. Biographical Information of Director Nominees

    | 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: 75 Director since: 2021 | Board committees: Audit | Other current public company boards: Lions Gate Entertainment Corporation, DraftKings Inc., and Screaming Eagle Acquisition Corp. |

  11. Biographical Information of Directors Not Standing for Re-Election

    Biographical Information of Directors Not Standing for Re-Election

  12. Biographical Information of Directors Not Standing for Re-Election

    | 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: 63 Director since: 2022 | Board committees: Audit and Nominating & Corporate Governance | Other current public company boards: Annaly Capital Management, Inc. and Otis Worldwide Corporation |

  13. Biographical Information of Directors Not Standing for Re-Election

    | 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: 66 Director since: 2024 | Board committees: Audit | Other current public company boards: Guardant Health, Inc. |

  14. 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 seven director nominees, one is a woman, two are from an underrepresented racial/ethnic group, and two 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:

  15. Director Nominee Tenure, Skills, and Characteristics

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

  16. 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.

  17. Equity Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Total ($) | | Ross Fubini(3) | 30,550 | 200,000 | 600,000 | 830,550 | | Kathy Hopinkah Hannan(4) | 67,884 | 200,000 | 200,000 | 467,884 | | Christian Henry | 77,500 | 200,000 | 200,000 | 477,500 | | Sri Kosuri(5) | 7,473 | 199,997 | 599,988 | 807,458 | | Myrtle Potter(6) | 31,576 | 200,000 | 600,000 | 831,576 | | Shyam Sankar | 108,747 | 200,000 | 200,000 | 508,747 | | Harry E. Sloan | 60,000 | 200,000 | 200,000 | 460,000 | | Arie Belldegrun(7) | 49,063 | 200,000 | 400,000 | 649,063 | | Marijn Dekkers(8) | 22,527 | - | - | 22,527 | | Reshma Kewalramani(8) | 27,033 | - | - | 27,033 |

  18. Equity Compensation

    (1) Amounts shown include annual fees earned for service on the Board and committees of the board. (2) Amounts reflect the full grant date fair value of RSUs and options granted during 2024 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures, rather than the amounts paid to or realized by the director. We provide information regarding the assumptions used to calculate the grant date fair value of all RSUs and options made to our directors in Note 13 to the consolidated financial statements included in our 2024 Annual Report on Form 10-K. For RSU awards, 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 RSUs granted. (3) Ross Fubini joined the Board on June 13, 2024 and was appointed to the Compensation Committee on August 2, 2024. (4) Kathy Hopinkah Hannan stepped down from the Compensation Committee effective as of Ross Fubini's appointment to the Compensation Committee on August 2, 2024. (5) Sri Kosuri joined the Board on November 6, 2024. (6) Myrtle Potter joined the Board on June 13, 2024 and was appointed to the Audit Committee on August 2, 2024. (7) Arie Belldegrun resigned from the Board on November 7, 2024. In connection with his resignation, the stock options and restricted stock awards granted to him in 2024 were forfeited. (8) Marijn Dekkers and Reshma Kewalramani retired from service on the Board at the 2024 Annual Meeting on June 13, 2024. The table below shows the aggregate number of options (exercisable and unexercisable), restricted stock and RSUs held as of December 31, 2024 by each non-employee director.

  19. Equity Compensation

    | Name | Options Outstanding at Fiscal Year End (#) | Restricted Stock Outstanding at Fiscal Year End (#) | Restricted Stock Units Outstanding at Fiscal Year End (#) | | Ross Fubini | 42,062 | - | 10,822 | | Kathy Hopinkah Hannan | 24,558 | - | 10,822 | | Christian Henry | 20,493 | 4,395 | 10,822 | | Sri Kosuri | 91,151 | - | 24,067 | | Myrtle Potter | 42,062 | - | 10,822 | | Shyam Sankar | 20,493 | 4,395 | 10,822 | | Harry E. Sloan | 20,493 | - | 10,822 | | Arie Belldegrun | 6,208 | - | - | | Marijn Dekkers | - | 7,026 | - | | Reshma Kewalramani | - | - | - |

  20. Executive Summary

    Executive Summary ●CEO and COO Compensation: Dr. Kelly’s and Dr. Shetty’s 2024 compensation consisted of a base salary, a grant of performance-based stock options 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 Compensation Program. Please see “2024 Founder Compensation Program” below. ●CFO Compensation: In 2024, Mr. Dmytruk received 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 (the “Business Combination”) of Soaring Eagle Acquisition Corp. and Ginkgo Bioworks, Inc. (“Old Ginkgo”) 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.

  21. 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 includes the following basic components: 1.base salary; and 2.periodic grants of incentive equity awards, which for our non-founder employees in 2024, including Mr. Dmytruk, were primarily in the form of time-based restricted stock units for annual grants that generally vest over multiple years and for our founder employees were in the form of performance-based stock options, 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. In 2025, we began granting performance-based restricted stock units to employees as described under “2025 Performance Equity Program” below.

  22. 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 Compensation 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. Ginkgo’s compensation program for 2024, consisting of base salary and grants of incentive equity awards, primarily in the form of time-vested restricted stock units for annual grants, which typically vest over multiple years, aligns employee (including executive) compensation with long-term company performance and shareholder value. To assess the performance of our employees and executives, we have a performance management program that, in 2024, consisted of evaluating employees’ and executives’ objectives and assigning them an annual performance rating based on achievement of those objectives. For our executives (including Mr. Dmytruk but not including Dr. Kelly or Dr. Shetty), our annual performance management and compensation review process also took into account an executive’s percentile placement as compared to an equivalent title or role in the 2024 peer group in the determination of individual compensation. After a plan of restructuring was announced in May 2024, we prioritized reducing cash burn as an overarching objective for all employees. We conducted a reduction in force to reduce labor expenses, but otherwise did not make changes to employee compensation for employees who remained with the Company in 2024, including our named executive officers.

  23. Role of the Compensation Consultant

    Role of the Compensation Consultant In determining compensation for 2024, the Compensation Committee retained Sequoia Consulting Group (“Sequoia”) to advise on executive compensation until May 2024 when it retained PwC US Tax LLP (“PwC”) as its compensation consultant. Sequoia provided various services to the Compensation Committee, including 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. PwC advised the Compensation Committee with respect to the review, analysis and update of our compensation peer group. PwC also attended Compensation Committee meetings beginning in May 2024 to offer leading market perspectives and feedback on management’s compensation proposals to the Committee.

  24. 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 2024, 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 levels, estimated value of pre-existing stock-based compensation vesting in subsequent years, if any, and stock price assumptions.

  25. 2024 Peer Group

    2024 Peer Group The Compensation Committee considered several factors in determining the composition of our peer group for purposes of evaluating the 2024 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 2024 executive compensation programs:

  26. 2024 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 Corporation | Natera, Inc. | | Pacific Biosciences of California, Inc. | Repligen Corporation | Sarepta Therapeutics, Inc. | Schrodinger, Inc. | | Twist Bioscience Corporation | Ultragenyx Pharmaceutical Inc. | Vir Biotechnology, Inc. | |

  27. 2024 Peer Group

    The base salary for Dr. Kelly and Dr. Shetty did not change from 2023 to 2024 and, based on peer group data, their salary is below market for their roles and responsibilities. In December 2024, the Compensation Committee approved a new peer group to better align with our industry, revenue, and organizational complexity, which will be used to evaluate 2025 compensation of our named executive officers and broader leadership team. The 18 companies that comprise the 2025 peer group are as follows, with new additions to the peer group in bold:

  28. 2024 Peer Group

    | AbCellera Biologics Inc. | Akoya Biosciences, Inc. | Beam Therapeutics Inc. | CRISPR Therapeutics AG | | Flotek Industries, Inc. | Harvard Bioscience, Inc. | Maravai LifeSciences Holdings, Inc. | Pacific Biosciences of California, Inc. | | Perimeter Solutions, Inc. | Quanterix Corporation | Sangamo Therapeutics, Inc. | Schrodinger, Inc. | | Seres Therapeutics, Inc. | Standard Biotools Inc. | Travere Therapeutics, Inc. | Twist Bioscience Corporation | | Ultragenyx Pharmaceutical Inc. | Vir Biotechnology, Inc. | | |

  29. Timing of Grants of Stock Options

    Timing of Grants of Stock Options Stock option grants to our executive officers are not made on a regular basis. Other than the stock option grants made to our founders under the 2024 Founder Compensation Program, no employees hold outstanding options. In 2024, stock option grants were approved by a Special Committee of the Board to our founders, including Dr. Kelly and Dr. Shetty (see “2024 Founder Compensation Program” below). In connection with the 2024 Founder Compensation Program, the Special Committee did not take material non-public information into account when determining the timing and terms of the stock option awards. For stock option grants to our non-employee directors, as specified in the non-employee director compensation program, such grants are automatically made on the date of each Annual Meeting to each non-employee director in office immediately following such meeting. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  30. 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.

  31. 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 employees and other service providers 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 2024, 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 2023. The Compensation Committee granted Mr. Dmytruk 27,500 RSUs (as retrospectively adjusted to reflect the Company’s one-for-forty reverse stock split in August 2024 (the “Reverse Stock Split”)) on March 7, 2024, which began vesting on April 1, 2024 and continue to vest in equal monthly installments thereafter over four years until March 1, 2028, generally subject to Mr. Dmytruk’s continued service to the Company through the applicable vesting date. Dr. Kelly and Dr. Shetty received equity grants during 2024 pursuant to the 2024 Founder Compensation Program.

  32. 2024 Founder Compensation Program

    2024 Founder Compensation 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 (125,000 shares post-Reverse Stock Split) with an exercise price of $2.50 ($100.00 post-Reverse Stock Split) 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 ($200.00 post-Reverse Stock Split), 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $7.50 ($300.00 post-Reverse Stock Split), 20% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $10.00 ($400.00 post-Reverse Stock Split) and the remaining 60% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $12.50 ($500.00 post-Reverse Stock Split). 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:

  33. 2024 Founder Compensation Program

    *Note: The grant date closing share price does not reflect the Reverse Stock Split. 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 ($400.00 post-Reverse Stock Split) per share and 60% of the value of the awards vesting only if the $12.50 ($500.00 post-Reverse Stock Split) 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.

  34. 2025 Performance Equity Program

    2025 Performance Equity Program On March 6, 2025, the Compensation Committee approved a performance-based equity incentive program (the “Performance Equity Program”), under which performance-vesting restricted stock units (“PSUs”) were granted to substantially all employees, including Mr. Dmytruk but not including Dr. Kelly and Dr. Shetty. The program provides for PSU awards under the 2021 Plan, which will be eligible to vest based on both continued employment and the achievement of performance metrics for the employee’s business unit or function over a one-year performance period from January 1, 2025 through December 31, 2025. PSU awards may vest between 0% and 100% of target. No PSU awards are expected to vest until the Compensation Committee certifies 2025 performance in early 2026.

  35. 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, 2024, December 31, 2023 and December 31, 2022.

  36. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jason Kelly | 2024 | 250,000 | - | 981,000 | - | 1,231,000 | | Chief Executive Officer | 2023 | 250,000 | - | - | 12,019 | 262,019 | | | 2022 | 250,000 | - | - | 12,500 | 262,500 | | Reshma Shetty | 2024 | 250,000 | - | 981,000 | - | 1,231,000 | | President & Chief Operating Officer | 2023 | 250,000 | - | - | 12,019 | 262,019 | | | 2022 | 250,000 | - | - | 12,500 | 262,500 | | Mark Dmytruk | 2024 | 460,000 | 1,320,000 | - | - | 1,780,000 | | Chief Financial Officer | 2023 | 460,000 | 1,218,000 | - | 16,500 | 1,694,500 | | | 2022 | 450,000 | 1,730,200 | - | 15,250 | 2,195,450 |

  37. Summary Compensation Table

    (1) Amounts reflect 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. We provide information regarding the assumptions used to calculate the fair value of all restricted stock unit awards made in Note 13 to the consolidated financial statements included in our 2024 Annual Report on Form 10-K. (2) Amounts reflect the grant date fair value of the Founder Options awarded, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, based on the probable outcome of the applicable performance conditions, which assumes that the performance conditions are met in full. We provide information regarding the assumptions used to calculate the fair value of all option awards made to named executive officers in Note 13 to the consolidated financial statements included in our 2024 Annual Report on Form 10-K. (3) Amounts for 2023 for Dr. Kelly and Dr. Shetty represent employer non-elective contributions under Ginkgo’s 401(k) plan and were updated from the amounts included in the 2024 Proxy Statement in order to correct a scrivener’s error. Amounts for 2022 for all named executive officers represent employer non-elective contributions under Ginkgo’s 401(k) plan.

  38. 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, 2024. All share numbers are presented after giving effect to the Reverse Stock Split.

  39. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | Jason Kelly | 4/25/2024(2) | - | 125,000 | - | - | 100 | 981,000 | | Reshma Shetty | 4/25/2024(3) | - | 125,000 | - | - | 100 | 981,000 | | Mark Dmytruk | 3/7/2024(4) | - | - | - | 27,500 | - | 1,320,000 |

  40. Grants of Plan-Based Awards

    (1)Amounts shown reflect the grant date fair value of restricted stock units or options, as applicable, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnotes (1) and (2) to the Summary Compensation Table above. (2)Represents the Founder Options granted to Dr. Kelly on April 25, 2024, with performance vesting tied to the achievement of four specified stock price hurdles within a five-year period. See “Compensation Discussion and Analysis — 2024 Compensation Decisions — 2024 Founder Compensation Program” above for additional information. (3)Represents the Founder Options granted to Dr. Shetty on April 25, 2024, with performance vesting tied to the achievement of four specified stock price hurdles within a five-year period. See “Compensation Discussion and Analysis — 2024 Compensation Decisions — 2024 Founder Compensation Program” above for additional information. (4)Represents the restricted stock units granted to Mr. Dmytruk on March 7, 2024, which began vesting on April 1, 2024 and vest in substantially equal monthly installments thereafter over four years until March 1, 2028, generally subject to his continued service to Ginkgo through the applicable vesting date.

  41. 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, 2024.

  42. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | 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 ($)(9) | | Jason Kelly | 1/1/2020 | - | - | - | - | - | 9,726(5) | 95,509 | | | 8/18/2021 | - | - | - | - | - | 48,279(5) | 474,100 | | | 4/25/2024 | 125,000 (1) | 100 | 4/25/2034 | - | - | - | - | | Reshma Shetty | 1/1/2020 | - | - | - | - | - | 9,726(5) | 95,509 | | | 8/18/2021 | - | - | - | - | - | 48,279(5) | 474,100 | | | 4/25/2024 | 125,000 (1) | 100 | 4/25/2034 | - | | - | - | | Mark Dmytruk | 3/2/2021 | - | - | - | - | - | 4,968(5) | 48,786 | | | 4/4/2021 | - | - | - | - | - | 144(5) | 1,414 | | | 8/2/2021 | - | - | - | 1,256(2) | 12,334 | - | - | | | 8/2/2021 | - | - | - | 42(6) | 412 | 768(5) | 7,542 | | | 1/24/2022 | - | - | - | 715(3) | 7,021 | - | - | | | 3/11/2022 | - | - | - | 3,909(4) | 38,386 | - | - | | | 3/1/2023 | - | - | - | 12,235(7) | 120,148 | - | - | | | 3/7/2024 | - | - | - | 22,348(8) | 219,457 | - | - |

  43. Outstanding Equity Awards at Fiscal Year-End

    (1) The Founder Options granted to Dr. Kelly and Dr. Shetty on April 25, 2024 are subject to performance vesting tied to the achievement of four specified stock price hurdles within a five-year period. See “Compensation Discussion and Analysis – 2024 Compensation Decisions - 2024 Founder Compensation Program” above for additional information. (2) 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. (3) 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. (4) 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. (5) 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: $600.00, $700.00 and $800.00. For Mr. Dmytruk’s restricted stock earnout award granted on August 2, 2021, 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. Mr. Dmytruk’s related restricted stock units granted on March 2, 2021 and April 4, 2021 met the service-based vesting requirement on November 1, 2024 and December 1, 2024, respectively, and therefore, if the performance condition is met, the restricted stock earnout awards granted on the same dates will vest. Dr. Kelly and Dr. Shetty’s related restricted stock units met the service-based vesting requirement on October 1, 2022, and therefore, if the performance condition is met, the restricted stock earnout awards held by them will vest. (6) 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. (7) The restricted stock units 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. (8) The restricted stock units granted to Mr. Dmytruk began vesting on April 1, 2024 and will continue to vest in substantially equal monthly installments until March 1, 2028, generally subject to his continued service to Ginkgo through the applicable vesting date. (9) Amount shown is based on the closing price of a share of Ginkgo Class A common stock of $9.82 on December 31, 2024, the last trading day of fiscal year 2024.

  44. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the stock awards held by Ginkgo’s named executive officers that vested during the year ended December 31, 2024. No stock options held by any of Ginkgo’s named executive officers were exercised during the year ended December 31, 2024.

  45. 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 | 29,613 | 777,527 |

  46. 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.

  47. 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, 2024 or in any prior year.

  48. 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, 2024 or in any prior year.

  49. 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 Founder 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 Dr. Kelly, Dr. Shetty and Mr. Dmytruk if his or her employment was terminated under the circumstances described below, in each case, on December 31, 2024. No amounts are included for Dr. Kelly and Dr. Shetty because the exercise price of the Founder Options is greater than the closing price of a share of Ginkgo Class A common stock of $9.82 on December 31, 2024.

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

    | Name | | Severance ($) | Health Benefits Continuation ($)(1) | Total ($)(2) | | Mark Dmytruk | Involuntary Termination Without Cause | 460,000 | 15,064 | 475,064 | | Name | | Acceleration of Founder Option ($) | | Total ($)(2) | | Jason Kelly | Death or Disability | - | | - | | | Involuntary Termination Without Cause | - | | - | | Reshma Shetty | Death or Disability | - | | - | | | Involuntary Termination Without Cause | - | | - |

  51. 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, 2024 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, 2024 and, therefore, have not included any value with respect to such awards in this table.

  52. 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, 2024, whether employed on a full or part-time basis, with compensation annualized for any permanent employee that was not employed for all of 2024. As of December 31, 2024, our workforce consisted of 834 active employees, with 6 employees located in the Netherlands and 12 located in Switzerland. As permitted by SEC rules, we excluded our non-U.S. employees from our calculations, as the combined workforce in those non-U.S. countries comprised approximately 2.2% 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 816 U.S. employees. After identifying the median employee based on reported earnings through December 31, 2024, we calculated the annual total compensation for 2024 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For 2024, the value of the annual total compensation of the median employee was $199,850. For 2024, the annual total compensation of our CEO was $1,231,000. The resulting ratio of the two amounts is approximately 1:6.2. 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.

  53. 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 did not use financial performance measures when setting compensation goals and making compensation decisions for our NEOs during 2024. Accordingly, as we did not use financial performance measures to link executive compensation to our financial performance in 2024, 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.

  54. 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 $100 Investment Based on:4 | | Net Income (Loss) ($ Thousands)5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2024 | 1,231,000 | (248,050) | 1,505,500 | (774,749) | 2.02 | 67.96 | (547) | | 2023 | 262,019 | (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) |

  55. 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.

  56. Pay Versus Performance

    | 2021*-2024 | | Reshma Shetty | | Mark Dmytruk |

  57. 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 and Option Awards column are the totals from the Stock Awards and Option Awards columns 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.

  58. Pay Versus Performance

    | Year | Summary Compensation Table Total for Jason Kelly ($) | Exclusion of Stock Awards and Option Awards for Jason Kelly ($) | Inclusion of Equity Values for Jason Kelly ($) | Compensation Actually Paid to Jason Kelly ($) | | 2024 | 1,231,000 | (981,000) | (498,050) | (248,050) |

  59. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,505,500 | (1,150,500) | (1,129,749) | (774,749) |

  60. 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:

  61. 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 ($) | Total - Inclusion of Equity Values for Jason Kelly ($) | | 2024 | 82,000 | (580,050) | — | — | — | (498,050) |

  62. 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 ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 150,729 | (843,981) | 45,244 | (481,741) | — | (1,129,749) |

  63. 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, 2024. 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, 2024.The following chart also compares the Company’s cumulative TSR to the Peer Group TSR starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the Business Combination) through December 31, 2024. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss) 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 (Loss) during the four most recently completed fiscal years.