~~Each~~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 ~~the nominees is currently~~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 ~~Ginkgo.~~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 ~~nine~~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 ~~seven~~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 charters approved by the Board for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Shareholder Engagement

~~As a newly public company,~~

Ginkgo ~~remains~~is focused on building and maintaining understanding and trust with ~~all of~~ our ~~stakeholders.~~shareholders and other interested parties. We seek to maintain direct, frequent, and thoughtful dialogue with our shareholders, irrespective of size. As a mission driven company, it is just as important to us

that the public builds a broad understanding of the potential of synthetic biology as a large institutional investor and so we spend significant time engaging with individual retail investors. We utilize multiple mediums for our outreach and engagement including investor conferences, one-on-one meetings, public presentations, and social media to: (i) open and maintain direct lines of communication with our diverse shareholder base; (ii)

communicate our story and business model; (iii) make accessible company information and performance; and (iv) gather questions and feedback.

Our discussions with shareholders and other ~~stakeholders~~interested parties cover a broad range of topics, including the synthetic biology ecosystem and Ginkgo’s business model, business strategy, financial performance, corporate governance, and the environmental and social implications of our platform. We seek to engage with shareholders year-round on Ginkgo’s vision and value creation opportunities. This direct dialogue with current and prospective shareholders and other ~~stakeholders~~interested parties has not only enabled Ginkgo to share our priorities and vision but also understand shareholder and other ~~stakeholder~~interested party feedback and concerns. These observations have helped us to refine our engagement with all ~~our stakeholders~~interested parties and are conveyed to Ginkgo leadership, wherever applicable, so we can continue to improve.

Importantly, our employees as a group are currently our largest shareholder, and just as we spend time building an understanding of our value creation opportunities with institutional and retail investors, for instance, we directly engage with our employee shareholders as well. We believe a strong culture of employee ownership and engagement will help drive sustainable long-term value and so we seek to deeply engage our employee shareholders and help employees build a deep understanding of how their work creates real value. As an example of this, directly following our quarterly results calls, we host an open meeting for all employees of the company to ask their questions about our results presentation.

Board Meetings and Committees

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. During ~~2022,~~2023, our Board held 1012 meetings. All incumbent directors attended at least 75% of the aggregate number of meetings of the Board and committees on which they served and which occurred during ~~2022.~~

2023.

The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the New York Stock Exchange (“NYSE”) corporate governance standards.

The committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as well as meeting information for the last fiscal year.


~~Name~~	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

~~Arie Belldegrun~~		x

~~Kathy Hopinkah Hannan~~1		x

~~Christian Henry~~	x	x

~~Reshma Kewalramani~~2			x

~~Shyam Sankar~~3	x	x	x

~~Harry E. Sloan~~	x

Name
Audit
Committee
Compensation
Committee
Nominating and
Corporate Governance
Committee
Total Meetings
6
5
4



Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Arie Belldegrun		x

Kathy Hopinkah Hannan1	x	x	x

Christian Henry	x	x

Reshma Kewalramani			x

Shyam Sankar2		x	x

Harry E. Sloan	x

Total Meetings	7	6	4

1 ~~Dr.~~Kathy Hopinkah Hannan was appointed to the Compensation Committee effective as of April 14, ~~2023.~~

2 ~~Marijn E. Dekkers served on~~2023, the Audit Committee effective as of December 8, 2023, and the Nominating &and Corporate Governance Committee ~~until Dr. Kewalramani’s appointment~~ on ~~March 25, 2022.~~April 22, 2024.

3 ~~Marijn E. Dekkers~~Shyam Sankar served on the Audit Committee until ~~Mr. Sankar’s~~Dr. Hannan’s appointment on ~~February 19, 2022.~~December 8, 2023.

The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below.

Audit Committee

Ginkgo has an Audit Committee, consisting of Christian Henry, who serves as the chairperson, Harry E. Sloan, and ~~Shyam Sankar. Dr. Dekkers~~Kathy Hopinkah Hannan. Mr. Sankar served on the Audit Committee until ~~February 19, 2022.~~December 8, 2023. Each of Messrs. Henry, ~~Sankar~~Sloan and ~~Sloan~~Dr. Hannan qualify as an independent director under the NYSE corporate governance standards and the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Mr. Henry qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of NYSE.

The purpose of the Audit Committee is to prepare the Audit Committee report required by the SEC to be included in Ginkgo’s proxy statement and to assist the Board in overseeing and monitoring:

(1) the quality and integrity of the financial statements;

(2) compliance with legal and regulatory requirements;

(3) Ginkgo’s independent registered public accounting firm’s qualifications and independence;

(4) the performance of Ginkgo’s internal audit function; and

(5) the performance of Ginkgo’s independent registered public accounting firm.

The Board has adopted a written charter for the Audit Committee, which is available on Ginkgo’s website.

Compensation Committee

Ginkgo has a Compensation Committee, consisting of Shyam Sankar, who serves as the chairperson, Arie Belldegrun, Christian Henry and Kathy Hopinkah Hannan. Each of Messrs. Sankar, Belldegrun, ~~and~~ Henry and Dr. Hannan qualify as an independent director under the NYSE corporate governance standards.

The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to:

(1) setting Ginkgo’s compensation programs and the compensation of its executive officers and directors;

(2) monitoring Ginkgo’s incentive and equity-based compensation plans; and

(3) preparing the Compensation Committee report required to be included in this proxy statement under the rules and regulations of the SEC.

In fulfilling its responsibilities, the Compensation Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Compensation Committee.

The Board has adopted a written charter for the Compensation Committee, which is available on Ginkgo’s website.

For a description of the role of the executive officers in recommending compensation and the role of any compensation consultants, please see the ~~section~~sections entitled “Role of ~~Executive Officers”~~Management” and “Role of the Compensation Consultant” below.

Nominating and Corporate Governance Committee

Ginkgo has a Nominating and Corporate Governance Committee, consisting of Reshma Kewalramani, who serves as the chairperson, Shyam Sankar and ~~Shyam Sankar. Dr. Dekkers served on the Nominating and Corporate Governance Committee until March 25, 2022.~~Kathy Hopinkah Hannan. Each of Dr. Kewalramani, ~~and~~ Mr. Sankar and Dr. Hannan qualify as an independent director under the NYSE corporate governance standards.

The purpose of the Nominating and Corporate Governance Committee is to assist the Board in discharging its responsibilities relating to:

(1) identifying individuals qualified to become new Board members, consistent with criteria approved by the Board;

(2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board select, the director nominees for the next annual meeting of shareholders;

(3) identifying Board members qualified to fill vacancies on any Board committee and recommending that the Board appoint the identified member or members to the applicable committee;

(4) reviewing and recommending to the Board corporate governance principles applicable to Ginkgo;

(5) overseeing the evaluation of the Board and management; and

(6) handling such other matters that are specifically delegated to the committee by the Board from time to time.

The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on Ginkgo’s website.

Policy Regarding Director Attendance at the Annual Meeting

Although we do not have a formal policy regarding attendance by members of our Board at the annual meetings of shareholders, we strongly encourage, but do not require, directors to attend. All nine directors then serving attended the ~~2022~~2023 Annual Meeting of Shareholders.

Director Nominations

The Nominating and Corporate Governance Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Director Nominee Tenure, Skills, and Characteristics.” Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Ginkgo by certified or registered mail:

●

the name and address of the shareholder making the recommendation;

●

the class, series, or number of shares of common stock owned of record or beneficially owned by the shareholder making the recommendation;

●

a representation that the shareholder is a holder of record of stock entitled to vote at the meeting, will continue to be a shareholder of record of the Company entitled to vote at such meeting through the date of such meeting and intends to be present in person at the ~~meeting;~~

meeting (including present remotely for meetings held by remote communication);

●

certain disclosable interests of the shareholder making the recommendation, as laid out in our Bylaws; and

●

certain information about the candidate recommended by the shareholder, as laid out in our Bylaws.

To be considered by the Nominating and Corporate Governance Committee for the ~~2024~~2025 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Ginkgo no earlier than ~~Saturday,~~Thursday, February ~~17, 2024~~13, 2025 and no later than ~~Monday,~~Saturday, March ~~18, 2024.~~15, 2025. However, if we hold the ~~2024~~2025 Annual Meeting of Shareholders more than 30 days before, or more than 60 days after, the anniversary of the ~~2023~~2024 Annual Meeting date, then the information must be received no later than (i) the 90th day prior to the ~~2024~~2025 Annual Meeting date or (ii) the tenth day after public disclosure of the ~~2024~~2025 Annual Meeting date, whichever is later.

Our Bylaws provide a proxy access right for shareholders, pursuant to which a shareholder may include director nominees in our proxy materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder, and such candidate for nomination, must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws.

In addition to satisfying the requirements under our Bylaws, shareholders who intend to solicit proxies in support of director nominees other than Ginkgo’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (including a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of Ginkgo’s shares entitled to vote on the election of directors in support of director nominees other than Ginkgo’s nominees) to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to Ginkgo at its principal executive offices no later than 60 calendar days prior to the anniversary date of the Annual Meeting (for the ~~2024~~2025 Annual Meeting, no later than ~~Wednesday,~~Monday, April ~~17, 2024)~~14, 2025). However, if the date of the ~~2024~~2025 Annual Meeting is changed by more than 30 calendar days from ~~such~~the anniversary ~~date,~~of the 2024 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the

date of the ~~2024~~2025 Annual Meeting and the 10th calendar day following the day on which public announcement of the date of the ~~2024~~2025 Annual Meeting is first made.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any director nomination or ~~stockholder~~shareholder proposal that does not comply with our Bylaws and other applicable requirements.

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:

Cash Compensation

●

An annual director fee of $50,000; and

●

In the event that a director serves as lead independent director or chair or on a committee of the Board, an additional annual fee as follows:

○

Chair of the Board, $36,000;

○

Lead independent director, $25,000;

○

Chair of the Audit Committee, $20,000;

○

Audit Committee member other than the chair, $10,000;

○

Chair of the Compensation Committee, $15,000;

○

Compensation Committee member other than the chair, $7,500;

○

Chair of the Nominating and Corporate Governance Committee, $10,000; and

○

Nominating and Corporate Governance Committee member other than the chair, $5,000.

Director fees are payable in arrears in four equal quarterly installments, provided that the amount of each payment will be prorated for any portion of a calendar quarter that a ~~non-employee~~non-

employee director is not serving on the Board. The Board may permit non-employee directors to elect to receive equity compensation in lieu of cash compensation.

Equity Compensation

●

Generally, each non-employee director who is initially elected to the Board will receive (i) an initial option to purchase shares of Ginkgo Class A common stock with a grant date fair value of $400,000 (the “Initial Option”), (ii) an additional initial option to purchase shares of Ginkgo Class A common stock with a grant date fair value of $200,000 (the “Additional Initial Option”), and (iii) a number of restricted stock units (“RSUs”) determined by dividing $200,000 by the closing price of a share of Ginkgo Class A common stock on the date of grant (the ~~“Additional Initial~~“Initial RSUs”). In the event

that a non-employee director’s date of initial election does not occur on the same date as an annual meeting of shareholders, the value of the Additional Initial Option and the ~~Additional~~ Initial RSUs will be prorated in accordance with the terms of the program.

●

If a non-employee director has served on the Board as of the date of an annual meeting of shareholders and will continue to serve as a non-employee director immediately following such meeting, such non-employee director will receive (i) an option to purchase shares of Ginkgo Class A common stock with a grant date fair value of $200,000 (the “Subsequent Option”) and (ii) a number of restricted stock units determined by dividing $200,000 by the closing price of a share of Ginkgo Class A common stock on the date of grant (the “Subsequent RSU Award”).

Stock options granted under the program have an exercise price equal to the closing price of Ginkgo Class A common stock on the date of grant and expire not later than ten years after the date of grant. Each Initial Option granted to a non-employee director will vest and become exercisable in substantially equal installments on each of the first three anniversaries of the date of grant. Each Additional Initial Option and the ~~Additional~~ Initial RSUs granted to a non-employee director will vest and become exercisable, as applicable, in a single installment on the day before the next annual meeting of shareholders occurring after the date of the director’s initial election or appointment to the Board. Each Subsequent Option and Subsequent RSU Award will vest and become exercisable, as applicable, in a single installment on the earlier of the first anniversary of the date of grant or the day before the next annual meeting of shareholders occurring after the date of grant. Vesting of the options and restricted stock units granted under the program is subject to the non-employee director’s continued service through ~~each~~the applicable vesting date. In the event of a change in control of Ginkgo, the options and restricted stock units granted under the program will vest in full.

The following table sets forth information concerning the compensation of Ginkgo’s non-employee directors for their service on the Board for the year ended December 31, ~~2022.~~

Name
Fees Earned
or Paid in
Cash ($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Total
($)
Arie Belldegrun
57,500
199,997
306,015
563,512
Marijn E. Dekkers
89,583
199,997
306,015
595,595
Kathy Hopinkah Hannan(3)
20,652
170,958
813,393
1,005,003

Christian Henry
77,500
199,997
306,015
583,512
Reshma Kewalramani
58,944
199,997
306,015
564,956
Shyam Sankar
78,722
199,997
306,015
584,734
Harry E. Sloan
60,000
199,997
306,015
566,012

2023.



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

(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 restricted stock units and options granted during ~~2022~~2023 computed in accordance with ASC Topic 718 rather than the amounts paid

to or realized by the named individual. We provide information regarding the assumptions used to calculate the grant date fair value of all restricted stock units and options made to our directors in Note 13 to the consolidated financial statements included in our ~~2022~~2023 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) ~~Dr.~~Kathy Hopinkah Hannan ~~was appointed to the Board effective as of August 2, 2022. She~~ was appointed to the Compensation Committee effective as of April 14, 2023 and the Audit Committee effective as of December 8, 2023.

(4) Shyam Sankar served on the Audit Committee until Dr. Hannan’s appointment on December 8, 2023.

The table below shows the aggregate number of options (exercisable and unexercisable), restricted stock and restricted stock units held as of December 31, ~~2022~~2023 by each non-employee director.



Name	Options Outstanding at Fiscal Year End (#)	Restricted Stock Outstanding at Fiscal Year End (#)	Restricted Stock Units Outstanding at Fiscal Year End (#)

Arie Belldegrun	248,376	-	105,263

Marijn E. Dekkers	248,376	281,217	105,263

Kathy Hopinkah Hannan	410,991	-	105,263

Christian Henry	248,376	175,911	105,263

Reshma Kewalramani	317,807	-	105,263

Shyam Sankar	248,376	175,911	105,263

Harry E. Sloan	248,376	-	105,263

Name
Options
Outstanding at
Fiscal Year End
(#)
Restricted Stock
Outstanding at
Fiscal Year End
(#)
Restricted Stock
Units Outstanding
at Fiscal Year End
(#)
Arie Belldegrun
108,516
-
70,921
Marijn E. Dekkers
108,516
281,217
70,921
Kathy Hopinkah Hannan
271,131
-
56,986

Christian Henry
108,516
175,911
163,602
Reshma Kewalramani
177,947
-
70,921
Shyam Sankar
108,516
175,911
70,921
Harry E. Sloan
108,516
-
70,921

ITEM 2 – RATIFICATION OF THE APPOINTMENT OF ~~ERNST~~DELOITTE & ~~YOUNG~~TOUCHE LLP
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Under the rules and regulations of the SEC and the listing standards of the NYSE, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm. In addition, the Audit Committee considers the independence of our independent registered public accounting firm and participates in the selection of the independent registered public accounting firm’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of the independent registered public accounting firm of ~~Ernst~~Deloitte & ~~Young~~Touche LLP (“~~EY”~~Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. EY has served as our independent registered public accounting firm since 2018. The Audit Committee considered a number of factors in determining whether to re-engage EY as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing our independent registered public accounting firm.

2024.

The Board and the Audit Committee believe that the ~~continued~~ retention of EYDeloitte as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of ~~EY,~~Deloitte, the Audit Committee will evaluate the shareholder vote when considering the selection of a registered public accounting firm for the audit engagement for the ~~2024~~2025 fiscal year. In addition, if shareholders ratify the selection of EYDeloitte as the Company’s independent registered public accounting firm, the Audit Committee may nevertheless periodically request proposals from the major independent registered public accounting firms and as a result of such process may select EYDeloitte or another registered public accounting firm as our independent registered public accounting firm.

The Board of Directors recommends a vote “FOR” ratification of the appointment of EYDeloitte as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023.~~2024.

Independent Registered Public Accounting Firm

Representatives of EYDeloitte, the Company’s current independent registered public accounting firm, are expected to participate in the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from shareholders.

Representatives of Ernst & Young LLP ("EY"), the Company’s independent registered public accounting firm for the year ended December 31, 2023, will not be participating in the Annual Meeting and will not be available to respond to appropriate questions from shareholders.

Change in Independent Registered Public Accounting Firm

On ~~September 16, 2021,~~February 1, 2024, the Audit Committee (“Audit Committee”) of the ~~Ginkgo~~ Board ~~approved~~of Directors of the ~~engagement~~Company authorized management to initiate a request-for-proposal process, soliciting, and subsequently receiving, proposals from three leading national accounting firms to provide audit services to the Company as its independent registered public accounting firm for the fiscal year ending December 31, 2024. Subsequent to the completion of its fiscal year 2023 audit, on March 6, 2024, the Company requested a proposal from EY, its then independent registered public accounting firm, to provide audit services for the fiscal year ending December 31, 2024. On March 8, 2024, EY notified the Company of its decision to decline to stand for re-appointment as the Company’s independent registered public accounting firm ~~to audit~~for fiscal year 2024, which decision was not the result of any disagreement with the Company. On March 13, 2024, the Audit Committee appointed Deloitte as its new independent registered public accounting firm.

The reports of EY on the Company’s consolidated financial statements for the ~~year ending~~fiscal years ended December 31, 2021. WithumSmith+Brown, PC (“WSB”) served as independent registered public accounting firm of Soaring Eagle Acquisition Corp. (“SRNG”) prior to the consummation of its business combination with Ginkgo Bioworks, Inc. (“Old Ginkgo”), whereas SRNG’s jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware (the “Domestication”),2023 and Old Ginkgo became a wholly owned subsidiary of SRNG (the “Merger” and, together with the Domestication, the “Business Combination”). Accordingly, WSB was informed that it would be replaced by EY as the Company’s independent registered public accounting firm.

The reports of WSB on SRNG’s, the Company’s legal predecessor, balance sheet as of December 31, 2020 and the statements of operations, changes in shareholder’s equity and cash flows for the period from October 22, 2020 (date of inception) through December 31, 2020,2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to ~~uncertainties,~~uncertainty, audit scope or accounting principles.

During the ~~period from October 22, 2020 (date of inception) through~~years ended December 31, ~~2020~~2023 and 2022, and the subsequent interim period through ~~September 16, 2021,~~March 8, 2024, there were (i) no disagreements between the Company and ~~WSB~~EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, ~~disagreements,~~ if not resolved to ~~the~~EY’s satisfaction, ~~of WSB,~~ would have caused itEY to make reference to the subject matter of the ~~disagreements~~disagreement in connection with its ~~reports on the Company’s financial statements~~report for such ~~period.~~

~~During the period from October 22, 2020 (date of inception) through December 31, 2020~~years, and ~~the subsequent interim period through September 16, 2021, there were~~(ii) no “reportable events” ~~(as~~as defined in Item 304(a)(1)(v) of Regulation S-K ~~under~~for such years and subsequent interim period through March 8, 2024, except for EY’s communication of the ~~Exchange Act).~~following material weaknesses: (i) the material weakness in internal control over financial reporting as of December 31, 2023, as described in Part II, Item 9A (Controls and Procedures) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, relating to ineffective management review controls; and (ii) the material weaknesses in internal control over financial reporting as of December 31, 2022, initially reported in Part II, Item 9A (Controls and Procedures) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, relating to ineffective management review controls and controls over the existence, completeness, and accuracy of data used in the Company’s controls. The Audit Committee discussed such reportable events with EY, and the Company authorized EY to respond fully to the inquiries of Deloitte concerning such reportable events.

During the years ended December 31, 2023 and 2022, and the subsequent interim period ~~from October 22, 2020 (inception)~~through March 14, 2024, neither the Company nor anyone on its behalf has consulted Deloitte with respect to ~~the date the Board approved the engagement of EY as the Company’s independent registered public accounting firm, SRNG did not consult with EY on matters that involved~~either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on ~~SRNG’s~~the Company’s consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any ~~other~~accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable ~~event.~~

Weevent (as defined in Item 304(a)(1)(v) of Regulation S-K).

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided ~~WSB~~EY with a copy of the foregoing ~~disclosures~~disclosure and requested that ~~WSB~~EY furnish usthe Company with a letter addressed to the SEC stating whether it agrees with the statements made by Ginkgo set forth ~~above.~~above and, if not, stating the respects in which it does not agree, as required by SEC rules. A copy of ~~WSB’s~~EY’s letter, dated ~~September 17, 2021,~~March 14, 2024, stating its agreement with the foregoing disclosures was filed as Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on ~~September 20, 2021.~~March 14, 2024.

Fee Information

The following table provides a summary of the aggregate fees incurred for ~~EY’s services~~EY, the Company’s independent public accounting firm for ~~2022~~the years ended December 31, 2023 and ~~2021.~~December 31, 2022.



	Fiscal year ended December 31,
	2023 ($)	2022 ($)
Audit fees (a)	7,385,810	8,262,760
Audit-related fees (b)	—	—
Tax fees (c)	363,950	402,000
All other fees (d)	—	—

Total fees	7,749,760	8,664,760

Fiscal year ended December 31,
2022
2021
Audit fees (a)
$8,262,760
$4,017,109
Audit-related fees (b)
   —
   —
Tax fees (c)
$402,000
$321,794
All other fees (d)
   —
   —
Total fees
$8,664,760
$4,338,903

(a) Audit fees were for professional services rendered for the audit of our consolidated financial statements, reviews of the interim consolidated financial statements included in quarterly reports and in our registration statements filed with the SEC and services that are normally provided in connection with the financial statement audit. Audit fees ~~for 2022~~ also included professional services rendered for the audit of our internal controls over financial reporting.

(b) Audit-related fees represent assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.” There were no audit-related fees in either ~~2022~~2023 or ~~2021.~~

2022.

(d) All other fees represent products and services provided that are not reported under “Audit fees,” “Audit-related fees” or “Tax fees.” There were no fees in this category in either ~~2022~~2023 or ~~2021.~~

2022.

Pre-Approval Policies and Procedures

All of the fees described above were pre-approved by the Audit Committee. The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy under which the Audit Committee pre-approves the audit and non-audit services performed by the independent registered public accounting firm. Proposed services may either be pre-approved within categories presented to the Audit Committee that include a detailed description of the specific services within such categories along with the budgeted fees or on a case-by-case basis for specific services not contemplated in the original pre-approved categories. The Audit Committee will, at least annually, review and pre-approve the categories of services (if any).

Finally, in accordance with the pre-approval policy, the Audit Committee may delegate pre-approval authority to each of its members. Any member to whom this authority is delegated must report any pre-approval decisions to the Audit Committee at its next meeting.

Audit Committee Report

The Audit Committee is composed solely of independent directors meeting the applicable requirements of the NYSE standards. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent registered public accounting firm is engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting, as applicable.

In this context, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the audited financial statements for the year ended December 31, ~~2022~~2023 (the “Audited Financial Statements”). The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2023, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, for filing with the Securities and Exchange Commission.

The Audit Committee:

Christian Henry

~~Shyam Sankar~~

Kathy Hopinkah Hannan

Harry E. Sloan

ITEM 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and ~~narrative.~~narrative discussion.

As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured our executive compensation program to tie total compensation to long-term performance that supports shareholder value, as reflected primarily in our stock price.

We urge shareholders to read the “Compensation Discussion and Analysis,” as well as the Summary Compensation Table and related compensation tables and narrative discussion, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers will support and contribute to our success.

This item is being presented pursuant to Section 14A of the Exchange Act. Although this advisory vote is not binding, the Compensation Committee will consider the voting results when evaluating our executive compensation program.

The Board of Directors recommends a vote ~~“FOR”~~“FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.

~~ITEM 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~

Pursuant to Section 14A of the Exchange Act, we are asking shareholders to cast an advisory vote on the frequency of future advisory votes on executive compensation. Shareholders may specify whether they prefer such votes to occur every year, every two years, or every three years, or they may abstain.

~~The Board recommends that such vote occur every year so that shareholders can provide timely, direct input on our executive compensation program.~~

Although the shareholders’ vote on this proposal is not binding, the Board will consider the voting results in determining the frequency of future advisory votes. Notwithstanding the Board’s recommendation and the outcome of the shareholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of material changes to compensation programs.

~~The Board of Directors recommends a vote, on an advisory basis, to conduct advisory votes on executive compensation “EVERY YEAR”.~~

Beneficial Ownership of Shares

The following table sets forth information known to the Company regarding the beneficial ownership of Ginkgo common stock by:

●

each person who is a named executive officer or director of Ginkgo;

●

all executive officers and directors of Ginkgo as a group; and

●

each person who is a beneficial owner of more than 5% of Ginkgo Class A common stock or Ginkgo Class B common stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, Ginkgo believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The beneficial ownership of Ginkgo common stock is based on ~~1,580,300,943~~1,700,266,443 shares of Ginkgo Class A common stock and ~~380,384,907~~382,544,655 shares of Ginkgo Class B common stock issued and outstanding as of April ~~7, 2023~~10, 2024 unless otherwise specified.


	Class A common stock		Class B common stock			% of Total Voting Power**
Name of Beneficial Owner	Shares	%	Shares		%		%
Directors and Executive Officers of Ginkgo		—
Jason Kelly(1)	3,894,680	*	81,657,653	21.3%		14.8%
Reshma Shetty(2)	24,749,098	1.5%	163,894,824	42.8%		30.1%
Mark Dmytruk (3)	1,081,334	*	625,412	*		*
Arie Belldegrun (4)	593,410	*	-	-		*
Marijn Dekkers(5)	7,788,637	*	-	-		*
Kathy Hopinkah Hannan(6)	61,986	*	-	-		*
Christian Henry (7)	1,234,378	*	-	-		*
Reshma Kewalramani(8)	80,739	*	-	-		*
Shyam Sankar (9)	1,731,874	*	-	-		*
Harry E. Sloan(10)	420,921	*	-	-		*

All Directors and Executive Officers of Ginkgo as a Group (10 individuals)	41,637,057	2.4%	246,177,889	64.4%		45.3%

5% Beneficial Owners of Ginkgo
Bartholomew Canton(11)	24,749,098	1.5%	163,894,824	42.8%		30.1%
Austin Che(12)	15,310,622	*	80,147,413	21.0%		14.8%
Entities affiliated with Baillie Gifford & Co.(13)	236,292,183	13.9%	-	-		4.3%
Cascade Investment, L.L.C. (14)	151,865,481	8.9%	-	-		2.7%
Viking Global Investors L.L.C (15)	143,085,126	8.4%	-	-		2.6%
The Vanguard Group (16)	132,779,676	7.8%	-	-		2.4%
ARK Investment Management LLC (17)	198,606,619	11.7%	—	—		3.6%

Class A common stock
Class B common stock
% of
Total
Voting
Power**
Name of Beneficial Owner
Shares
%
Shares
%
%
Directors and Executive Officers of Ginkgo
—
Jason Kelly(1)
9,894,680
*
81,657,653
21.5%
15.4%
Reshma Shetty(2)
26,932,798
1.7%
164,094,824
43.1%
31.0%
Mark Dmytruk (3)
728,924
*
633,587
*
*
Arie Belldegrun (4)
593,410
*
—
—
*
Marijn Dekkers(5)
7,788,637
*
—
—
*
Kathy Hopinkah Hannan
61,986
*
-
-
*
Christian Henry (6)
1,295,881
*
—
—
*
Reshma Kewalramani
80,739
*
—
—
*
Shyam Sankar (7)
1,331,874
*
—
—
*
Harry E. Sloan
70,921
*
—
—
*
All Directors and Executive Officers
of Ginkgo as a Group (10 individuals)
48,779,850
1.7%
246,386,064
64.6%
46.4%
5% Beneficial Owners of Ginkgo
Entities affiliated with Anchorage Capital
Group(8)
69,904,593
4.4%
—
—
1.3%
Bartholomew Canton(9)
26,932,798
1.7%
164,094,824
43.1%
31.0%
Austin Che(10)
16,294,686
1.0%
80,147,413
21.1%
15.2%
Entities affiliated with Baillie Gifford & Co.(11)
244,176,643
15.5%
—
—
4.5%
Cascade Investment, L.L.C. (12)
151,865,481
9.6%
—
—
2.8%
Thomas Knight(13)
62,443,355
4.0%
8,972,183
2.4%
2.8%
Viking Global Investors L.L.C (14)
143,085,126
9.1%
—
—
2.7%
The Vanguard Group (15)
101,521,280
6.4%
—
—
1.9%
ARK Investment Management LLC (16)
144,384,067
9.1%
—
—
2.7%

* Less than one percent.

** Percentage of total voting power represents voting power with respect to all shares of Ginkgo Class A common stock and Ginkgo Class B common stock, as a single class. Each share of Ginkgo Class B common stock is entitled to 10 votes per share and each share of Ginkgo Class A common stock is entitled to one vote per share. For more information about the voting rights of Ginkgo common stock, see the description of the Company’s securities filed with the ~~2022~~2023 Annual Report on Form 10-K as Exhibit 4.2.

(1) Consists of (a) ~~9,894,680~~3,894,680 shares of Ginkgo Class A common stock and 69,929,596 shares of Ginkgo Class B common stock held by Dr. Kelly and (b) 11,728,057 shares of Ginkgo Class B common stock held by The Kelly 2016 Grantor Retained Annuity Trust, over which Dr. Kelly has sole voting and dispositive power.

(2) Consists of (a) ~~13,466,404~~12,374,554 shares of Ginkgo Class A common stock and 2,320,344 shares of Ginkgo Class B common stock held by Dr. Shetty, (b) 70,189,783 shares of Ginkgo Class B common stock held by The Reshma Padmini Shetty Revocable Living Trust – 2014, over which Dr. Shetty has sole voting and dispositive power, (c) 8,245,491 shares of Ginkgo Class B common stock held by The Reshma Padmini Shetty 2022 Grantor Retained Annuity Trust, over which Dr. Shetty has sole voting and dispositive power, (d) 2,583,588 shares of Ginkgo Class B common stock held by two family trusts and (e) ~~13,466,394~~12,374,544 shares of Ginkgo Class A common stock and ~~80,755,618~~80,555,618 shares of Ginkgo Class B common stock beneficially owned by Dr. Shetty’s spouse, as reported in footnote ~~(9)~~(11) below. The voting and dispositive power over the shares held by the family trusts are held by three or more individuals acting by majority approval and therefore none of the individuals is deemed a beneficial owner of the shares held by such trust.

(3) Consists of (a) ~~729,664~~1,081,334 shares of Ginkgo Class A common stock and ~~633,587~~(b) 625,412 shares of Ginkgo Class B common stock held by Mr. Dmytruk.

(4) Consists of (a) 89,662 shares of Ginkgo Class A common stock held directly by Dr. Belldegrun, (b) 3,748 shares that Dr. Belldegrun has the right to acquire upon exercise of Ginkgo warrants held directly by Dr. Belldegrun, and (c) 500,000 shares of Ginkgo Class A common stock held by Bellco Legacy LLC. Bellco Legacy LLC is owned and managed by trusts controlled by Dr. Belldegrun.

(5) Consists of (a) 2,008,273 shares of Ginkgo Class A common stock held by Dr. Dekkers and (b) 5,780,364 shares of Ginkgo Class A common stock held by Novalis LifeSciences Investments I, L.P. (“Novalis LifeSciences”). Dr. Dekkers, the Manager of the general partner of Novalis LifeSciences, has sole voting and dispositive power over the shares held by Novalis LifeSciences and, as a result, may be deemed to share beneficial ownership of the shares held by Novalis LifeSciences. The address for this shareholder is 1 Liberty Lane, Suite 100, Hampton, NH 03842.

(6) Consists of ~~(a) 1,295,881~~61,986 shares of Ginkgo Class A common stock held by Dr. Hannan.

(7) Consists of 1,234,378 shares of Ginkgo Class A common stock held by Mr. Henry.

~~(7)~~

(8) Consists of ~~(a) 1,331,874~~80,739 shares of Ginkgo Class A common stock held by Dr. Kewalramani.

(9) Consists of 1,731,874 shares of Ginkgo Class A common stock held by Mr. Sankar.

~~(8)~~

(10) Consists of ~~(a) 34,454,177~~420,921 shares of Ginkgo Class A common stock held by Anchorage Illiquid Opportunities Master VI (A), L.P. and (b) 34,454,177 shares of Ginkgo Class A common stock held by Anchorage Illiquid Opportunities Offshore Master V, L.P. (c) 946,239 shares of Ginkgo Class A common stock held for the account of ACMO (d) 50,000 Shares the Reporting Persons have the right to acquire upon exercise of warrants (“Warrants”) held for the account of ACMO Anchorage Advisors Management, L.L.C. is the sole managing member of Anchorage Capital Group, L.L.C. (“Anchorage”), which in turn is the investment manager of AIOM VI and AIOM V. Mr. Kevin Ulrich is the Chief Executive Officer of Anchorage and the senior managing member of Anchorage Advisors Management, L.L.C. As such, each of the foregoing persons may be deemed to have voting and dispositive power over the shares held by AIOM VI and AIOM V. Each of the foregoing persons disclaims beneficial ownership of the shares held by AIOM VI and AIOM V, except of any pecuniary interests therein. The address for these shareholders is 610 Broadway, 6th Floor, New York, NY 10012. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February 14, 2023.

~~(9)~~Sloan.

(11) Consists of (a) ~~13,466,394~~12,374,544 shares of Ginkgo Class A common stock and 2,320,344 shares of Ginkgo Class B common stock held by Dr. Canton, (b) ~~70,189,783~~69,989,783 shares of Ginkgo Class B common stock held by The Bartholomew Canton Revocable Living Trust – 2014, over which Dr. Canton has sole voting and dispositive power, (c) 8,245,491 shares of Ginkgo Class B common stock held by The Bartholomew Canton 2022 Grantor Retained Annuity Trust, over which Dr. Canton has sole voting and dispositive power, (d) 2,583,588 shares of Ginkgo Class B common stock held by two family trusts, and (e) ~~13,466,404~~12,374,554 shares of Ginkgo Class A common stock and 80,755,618 shares of Ginkgo Class B common stock beneficially owned by Dr. Canton’s spouse as reported in footnote (2) above. The voting and dispositive power over the shares held by the family trusts are held by three or more individuals acting by majority approval and therefore none of the individuals is deemed a beneficial owner of the shares held by such trust.

~~(10)~~

(12) Consists of (a) ~~14,294,686~~13,310,622 shares of Ginkgo Class A common stock and 2,320,344 shares of Ginkgo Class B common stock held by Dr. Che, (b) ~~2,000,000~~1,000,000 shares of ~~Ginkgo~~ Class A common stock held of record by a revocable spousal trust, of which Dr. Che may be deemed to hold investment and voting discretion, (c) 1,000,000 shares of Class A common stock held of record by a family trust, of which Dr. Che may be deemed to hold investment and voting discretion, (d) 76,927,069 shares of Ginkgo Class B common stock held by the Austin Che Revocable Trust, over which Dr. Che has sole voting and dispositive power, ~~(c)~~(e) 822,206 shares of Ginkgo Class B common stock held of record by ~~a family trust,~~the Austin Che Irrevocable Trust, of which Dr. Che may be deemed to hold investment and ~~(d)~~voting discretion, and (f) 77,794 shares of Ginkgo Class B common stock held by aan irrevocable marital ~~trust.~~

~~(11)~~trust, of which Dr. Che may be deemed to hold investment and voting discretion.

(13) Consists of 236,292,183 Ginkgo Class A common stock held by Baillie Gifford & Co. and/or one or more if its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of the investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients. Securities representing more than 5% of the class are held on behalf of Scottish Mortgage Investment Trust PLC, a closed-ended investment trust which is managed by Baillie Gifford & Co Limited, a wholly owned subsidiary of Baillie Gifford & Co. The address for these shareholders is c/o Baillie Gifford & Co, Calton Square 1 Greenside Row. Edinburgh Scotland, UK EH1 3AN. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on January ~~23, 2023.~~

~~(12)~~29, 2024.

(14) Consists of 151,865,481 shares of Ginkgo Class A common stock. All shares of Ginkgo Class A common stock to be held by Cascade Investment, L.L.C. following the Closing may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade, L.L.C. The address for this shareholder is 2365 Carillon Point, Kirkland, WA 98033. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on September 24, 2021.

~~(13)~~

(15) Consists of (a) 24,201,842 shares of Ginkgo Class A common stock held of record by Dr. Knight; (b) 8,972,183 shares of Ginkgo Class B common stock held of record by Dr. Knight; (c) 35,293,804 shares of Ginkgo Class A common stock held of record by the Knight Family Trust dated August 20, 2019 (the “Family Trust”); and (d) 2,947,709 shares of Ginkgo Class A common stock held of record by the Frances Y. Knight Marital Share Family Trust dated March 2, 2021 (the “Family Trust—Marital Share”). Dr. Knight has the power to withdraw the shares of Class A Common Stock from the Family Trust and Family Trust—Marital Share in exchange for assets of equivalent value at his sole discretion and for his sole benefit. As such, Dr. Knight may be deemed to share beneficial ownership over these shares. The shares of Ginkgo Class B common stock may be redeemed by the holder at any time for shares of Ginkgo Class A common stock on a one-to-one basis.

~~(14) Consists of~~143,085,126 shares of Ginkgo Class A common stock held by Viking Global Investors L.L.C. The address for this shareholder is 55 Railroad Ave, Greenwich, CT 06830. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February ~~9, 2023.~~

~~(15)~~14, 2024.

(16) Consists of 132,779,676 shares of Ginkgo Class A common stock held by The Vanguard Group. The address for this shareholder is 100 Vanguard Blvd, Malvern, PA 19355. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on February ~~9, 2023.~~

~~(16)~~13, 2024.

(17) Consists of 198,606,619 shares of Ginkgo Class A common stock held by ARK Investment Management LLC. The address for this shareholder is 200 Central Ave, St. Petersburg, FL 33701. Data was obtained from 13G/A that was filed with the Securities and Exchange Commission on ~~February 10, 2023.~~January 29, 2024.

Executive Officers

Our executive officers as of April ~~28, 2023~~29, 2024 are as follows:



Name		Age		Position
~~Name~~		~~Age~~	~~Position~~
Jason Kelly	4243		Chief Executive Officer and Founder; Director
Reshma Shetty		4243		President, Chief Operating Officer and Founder; Director
Mark Dmytruk		5152		Chief Financial Officer

Jason 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.

Reshma 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.

Mark Dmytruk has served as our Chief Financial Officer since joining Ginkgo in 2020. From 2017 to 2020, Mr. Dmytruk served as Executive Vice President, Corporate Strategy and Development, for Syneos Health, a global Contract Research Organization and Contract Commercial Organization serving the biopharmaceutical industry. Syneos Health was formed through the merger of inVentiv Health and INC Research in 2017, and prior to the merger Mr. Dmytruk served at inVentiv Health as Chief of Staff from 2014 to 2017 and President, Patient Outcomes Division, from 2011 to 2014. Prior to inVentiv Health, Mr. Dmytruk served in a variety of roles at Thermo Fisher Scientific (and its predecessor, Fisher Scientific) from 2001 to 2011. As Vice President of Corporate Development, Mr. Dmytruk led the company’s M&A function, contributing to its industry-changing strategy and transformational growth. He also served as Vice President of Finance for the Athena Diagnostics business unit of Thermo Fisher Scientific prior to its sale to Quest Diagnostics. Mr. Dmytruk began his career at Ernst & Young in Canada. Mr. Dmytruk has an M.B.A. from the Sloan School of Management at the Massachusetts Institute of Technology and a Bachelor of Commerce from the University of Alberta.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the philosophy, objectives, and structure of our compensation program for our three executive officers, who were the only executive officers at Ginkgo in ~~2022,~~2023, and therefore, are also our “named executive officers” for ~~2022.~~2023. These individuals and their positions are as follows:

●

Jason Kelly, Chief Executive Officer;

●

Reshma Shetty, President and Chief Operating Officer; and

●

Mark Dmytruk, Chief Financial Officer.

Executive Summary

We became a public company in September 2021 via the Business Combination and SRNG was renamed “Ginkgo Bioworks Holdings, Inc.” We filed our proxy statement in 2022 under the scaled-down executive compensation disclosure requirements generally available to emerging growth companies. As of December 31, 2022, we ceased to be an emerging growth company and, therefore, this year’s Proxy Statement includes additional detail regarding executive compensation that was previously not required, including (1) this Compensation Discussion and Analysis, (2) additional compensation tables, (3) an advisory vote on the compensation of our named executive officers, which is included as Item 3 in this Proxy Statement; and (4) an advisory vote on the preferred frequency of advisory shareholder votes on the compensation of our named executive officers, which is included as Item 4 in this Proxy Statement.

~~Recent Executive Compensation Actions~~

●

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 ~~with Old Ginkgo~~ that were entered into in January 2020 prior to the ~~Business Combination,~~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 ~~2022.~~2023. Dr. Kelly’s and Dr. Shetty’s ~~2022~~2023 compensation consisted solely of a base salary and eligibility to participate in Ginkgo’s broad-based employee benefit plans and ~~programs, which remain unchanged~~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 ~~2021. The founder equity grants resulted in no incremental dilution~~a special committee of the Board (described below), the Board granted performance-based stock options to ~~shareholders following~~Dr. Kelly and Dr. Shetty pursuant to the ~~Business Combination as they were granted prior to Ginkgo becoming a publicly traded company.~~2024 Founder Award Program. Please see “2024 Founder Award Program” below.

●

CFO Compensation: In ~~2022,~~2023, Mr. Dmytruk received a salary increase of approximately 6%2% and ~~two~~a time-based restricted stock unit ~~awards. First, in January 2022 the Compensation Committee granted Mr. Dmytruk, and all non-Founder employees who were then employed, an~~ award ~~of 40,000 restricted stock units, which vest in varying incremental amounts through January 2028. Second,~~ as part of the annual compensation review process, the Compensation Committee awarded Mr. Dmytruk 500,000 restricted stock units in March 2022 as his annual equity award, which began vesting on April 1, 2022 and continue to vest in equal monthly installments thereafter over four years until March 1, 2026.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 ~~Old Ginkgo~~previously granted restricted stock units ~~that they held~~ 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 to the shareholders of Old Ginkgo.~~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.

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:

base salary; and

periodic grants of ~~time-vested~~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.

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: ~~Our~~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 ~~ensuring that shareholders do not suffer excessive~~managing shareholder dilution ~~through~~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~~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~~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: ~~Our~~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 ~~organization~~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.

Role of the Compensation Committee

The Compensation Committee has the responsibility for establishing our compensation philosophy and objectives, determining the structure, components, and other elements of our compensation programs, and reviewing and approving the compensation of our named executive officers. In ~~2022,~~2023, the Compensation Committee reviewed and determined the compensation of Mr. Dmytruk, as well as that of the broader leadership team.

Role of Management

Our Chief Executive Officer and President & Chief Operating Officer, in consultation with our Chief People Officer, review comparative data derived from publicly available market compensation information for the CFO and our broader non-founder leadership team. Our Chief Executive Officer and President & Chief Operating Officer then make a recommendation to the Compensation Committee regarding compensation for our CFO and the broader non-founder

leadership team based on this market data as well as the level of achievement of the Company’s objectives and key results for the year, as described above. The Compensation Committee reviews and discusses this information and the recommendation by our Chief Executive Officer and President & Chief Operating Officer, and then determines changes to cash compensation and the grant of equity compensation, if any.

Role of the Compensation Consultant

In determining compensation for ~~2022,~~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.

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 ~~2022,~~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.

~~2022~~

2023 Peer Group

The Compensation Committee considered several factors in determining the composition of our peer group for purposes of evaluating the ~~2022~~2023 compensation of ~~Mr. Dmytruk,~~our CFO, including, but not limited to, industry, revenue, and organizational complexity.

Using these criteria, the following 1719 companies were identified by the Compensation Committee as the defined peer group for input in benchmarking ~~2022~~2023 executive compensation programs:

10X Genomics, Inc.

Abcellera Biologics Inc

~~Alnylam~~Amyris, Inc.

Balchem Corporation

BioMarin Pharmaceuticals Inc.

~~Balchem Corporation~~

~~Biomarin Pharmaceuticals Inc.~~

BridgeBio Pharma, Inc.

CRISPR Therapeutics AG

Guardant Health, Inc.

~~International Flavors & Fragrances,~~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.

~~Zymergen Inc.~~

Vir Biotechnology, Inc.

The compensation for Dr. Kelly and Dr. Shetty did not change from ~~2021~~2022 to ~~2022~~2023 and, based on peer group data, their salary is below market for their roles and responsibilities. However, we believe that their compensation is adequate at this time in light of the equity grants described below that were negotiated between Old Ginkgo and Dr. Kelly and Dr. Shetty prior to the Business Combination.

Compensation Risk Oversight

The Compensation Committee has conducted a risk assessment of our compensation programs and has concluded that the compensation programs for our employees, including those in which our named executive officers participate, do not create risks that are reasonably likely to have a material adverse effect on us.

Anti-Hedging and Pledging Policy

Under our Insider Trading Compliance Policy, employees, directors, and certain contingent ~~employees,~~workers, as well as persons sharing their households, are prohibited from engaging in any hedging or monetization transactions involving the Company’s equity securities (including purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decreases in the market value of our equity securities, unless an exception is approved by the Board. This prohibition applies to Company equity securities that are (i) granted to the employee, director, or ~~certain~~ contingent worker by the Company as part of their compensation or (ii) held, directly or indirectly, by the employee, director, or ~~certain~~ contingent worker.

Clawback Policy

The Company ~~has not yet~~ adopted a ~~clawback policy relating to the recoupment~~Policy for Recoupment of ~~erroneously awarded incentive compensation; however, we intend to do so once the NYSE listing standards become~~Incentive Compensation, effective October 2, 2023, in accordance with the ~~SEC rules that implements the applicable provision~~requirements of the Dodd-Frank ~~Wall Street Reform~~Act, SEC rules and ~~Consumer Protection Act.~~

~~2022~~NYSE listing standards. The Company’s Policy for Recoupment of Incentive Compensation provides for the recovery of erroneously-awarded incentive compensation received by a current or former executive officer in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under applicable securities laws.

2023 Compensation Decisions

Base Salaries

Each of our named executive officers receives a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. The salaries for Dr. Kelly and Dr. Shetty did not change from ~~2021~~2022 to ~~2022~~2023 and continue to be below market, as measured by peer group data as described above, for their roles and responsibilities. However, the Compensation Committee believes that the salaries were adequate during 2022 in light of the 2021 equity grant pursuant to the equity agreements negotiated between Old Ginkgo and Dr. Kelly and Dr. Shetty prior to the Business Combination. Mr. Dmytruk’s salary was increased by approximately 6%2% from ~~$425,000~~$450,000 in ~~2021, which was negotiated in connection with his commencement of employment with Old Ginkgo in November 2020,~~2022 to ~~$450,000~~$460,000 effective ~~January~~March 1, ~~2022~~2023.

The ~~2022~~2023 annual base salaries for Ginkgo’s named executive officers were:


Name						~~2022~~2023 Annual Base Salary ($)
Jason Kelly						$ 250,000
Reshma Shetty						$ 250,000
Mark Dmytruk						~~$ 450,000~~ 460,000

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.~~officers

Long Term Incentive - Equity Compensation

~~Long-term~~ong-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 ~~named executive officers,~~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 ~~scheduled~~subject to ~~vest in three substantially equal installments over time~~certain service- and ~~upon satisfaction of a certain~~ performance-based vesting ~~condition (which was deemed satisfied in connection with the Business Combination and resulted in certain restricted stock earnout awards vesting in 2022).~~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 ~~in addition, is deemed~~ to ~~vest only if, the trading~~stock price ~~per share of Ginkgo Class A common~~vesting hurdles.

In 2023, we granted Mr. Dmytruk time-based restricted stock 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 (“Stock Performance Thresholds”). As of December 31, 2022, these Stock Performance Thresholds have not been satisfied; an additional threshold of $12.50 was met in 2021.

~~In connection with the Business Combination, we adopted, and our stockholders approved,~~units under the 2021 Incentive Award Plan (the “2021 Plan”). In 2022, we granted Mr. Dmytruk time-based restricted stock units. In conjunction with special one-time retention equity grants of 40,000 restricted stock units, with a vesting schedule designed to encourage retention following the Business Combination, to all then-current Ginkgo employees other than the Founders, the Company granted Mr. Dmytruk this same number of restricted stock units on January 24, 2022 which vest in incremental amounts through January 1, 2028, with 5% vesting on January 1, 2023, then 0.83% vesting per month for the following 12 months, 1.25% vesting per month for the following 12 months, 1.67% per month vesting for the following 24 months, and 2.5% vesting per month for the remaining 12 months. As as part of our annual compensation review process, after reviewing peer group data and after considering Mr. Dmytruk’s performance during ~~2021, the~~2022. The Compensation Committee ~~decided to grant~~granted Mr. Dmytruk ~~500,000~~870,000 restricted stock units on March ~~11, 2022,~~1, 2023, which began vesting on April 1, ~~2022~~2023 and continue to vest in equal monthly installments thereafter over four years until March 1, ~~2026.~~

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 ~~2022~~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.

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:


Grant date closing share price			$0.7777
Grant date risk-free interest rate			4.65%
Expected volatility			71.8%
Suboptimal exercise multiple			2.8x
Dividend yield			0%
Option term			10 years

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.

Post-employment Compensation

Dr. Kelly and Dr. Shetty. Neither Dr. Kelly nor Dr. Shetty ~~are~~is entitled to any severance benefits ~~or accelerated vesting of equity~~ upon termination of employment for any reason. To the extent the performance-based vesting criteria have been satisfied, the Founder Options are subject to accelerated vesting in connection with a termination of employment by reason of death or disability, a termination of employment by Ginkgo without cause or a change in control, as described below under “Potential Payments Upon Termination of Employment of Change in Control.”

Mr. Dmytruk. In connection with his offer of employment, we entered into an offer letter with Mr. Dmytruk that provides 12 months base salary continuation and up to 12 months Company-paid health benefits continuation pursuant to COBRA in the event the Company were to terminate Mr. Dmytruk’s employment without cause (as defined in the offer letter), conditioned upon Mr. Dmytruk’s execution and non-revocation of a separation agreement and release of claims acceptable to the Company. ~~Our~~The Compensation Committee believes that these amounts are reasonable compensation to facilitate a transition to new employment and are aligned with market practice. Mr. ~~Dmytruk is~~Dmytruk’s offer letter does not ~~entitled to~~provide for any accelerated vesting of equity upon termination of employment for any reason.

Mr. Dmytruk also entered into a separate agreement pursuant to which he is subject to non-competition, employee, consultant and advisor non-solicitation and no-hire, and customer and client non-solicitation covenants during the term of his employment or other service with us and for one year thereafter. The agreement also includes standard invention assignment and non-disclosure of confidential information covenants.

Other Elements of Compensation

Retirement Plan

Ginkgo maintains a 401(k) retirement savings plan for its employees, including Ginkgo’s named executive officers, who satisfy certain eligibility requirements. In 2023, Ginkgo’s named executive officers ~~are~~were eligible to participate in the 401(k) plan on the same terms as other full-time employees. Under this plan, in 2023, Ginkgo ~~provides~~provided a non-elective ~~safe harbor~~ contribution to all eligible participants equal to up to 5% of eligible compensation, which fully vests once such eligible participant has completed two years of continuous service. Effective January 1, 2024, the 5% non-elective contribution is capped for employees earning $100,000 or more in annual salary, resulting in a maximum employer contribution of $5,000. Ginkgo’s named executive

officers and certain other high-level employees are not eligible to receive a non-elective contribution beginning in 2024. Ginkgo believes that providing a vehicle for tax-deferred retirement savings though Ginkgo’s 401(k) plan adds to the overall desirability of Ginkgo’s executive compensation package and further incentivizes Ginkgo’s employees, ~~including Ginkgo’s named executive officers,~~ in accordance with Ginkgo’s compensation policies.

Employee Benefits and Perquisites

During their employment, 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, subject to the terms and eligibility requirements of those plans.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the CD&A and based on such review and discussions the Compensation Committee has recommended to the Board that the CD&A be included in Ginkgo Bioworks Holdings, Inc. Annual Report on Form 10-K and the Proxy Statement.

The Compensation Committee of the Board of Directors of Ginkgo Bioworks Holdings, Inc.

Shyam Sankar, Chair

Arie Belldegrun

Kathy Hopinkah Hannan

Christian Henry

Summary Compensation Table

The following table sets forth information concerning the compensation of Ginkgo’s named executive officers for the years ended December 31, ~~2022,~~2023, December 31, ~~2021~~2022 and December 31, ~~2020.~~

Name and Principal Position
Year
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
All Other
Compensation
($)(3)
Total
($)
Jason Kelly
2022
250,000
-
-
12,500
262,500
Chief Executive Officer
2021
250,000
-
380,479,776(4)
12,500
380,742,276

2020
250,000
414,841
9,854,097
14,250
10,533,188

Reshma Shetty
2022
250,000
-
-
12,500
262,500
President & Chief
Operating Officer
2021
250,000
-
380,479,776(4)
12,500
380,742,276

2020
250,000
415,386
9,854,097
14,250
10,533,733

Mark Dmytruk
2022
450,000
-
1,730,200
15,250
2,195,450
Chief Financial Officer
2021
425,000
-
39,629,178(4)
14,500
40,068,678

2020
63,750
-
-
2,861
66,611

2021.


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

(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 ~~year~~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 ~~years~~ 2021, ~~and 2020,~~ 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 ~~2022~~2023 Annual Report on Form 10-K.

(3) Amounts represent ~~matching~~employer non-elective contributions under Ginkgo’s 401(k) ~~plan.~~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 ~~2022~~2023 Annual Report on Form 10-K.

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, ~~2022.~~2023.

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
1/24/2022(2)

40,000

205,200

3/11/2022(3)
500,000
1,525,000


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

(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 January 24, 2022, which vested 5% on January 1, 2023 and continue to vest in monthly installments until January 1, 2028, subject to his continued service to the Ginkgo through such dates. The vesting schedule for this award is as follows: 5% vests at 12 months, then .83% monthly for the following 12 months, followed by 1.25% monthly for the next 12 months, followed by 1.67% monthly for the next 24 months, and lastly 2.5% monthly for the remaining 12 months.

~~(3)~~

Represents the restricted stock units granted to Mr. Dmytruk on March ~~11, 2022,~~1, 2023, which ~~vested beginning~~began vesting on April 1, ~~2022~~2023 and vest in substantially equal monthly installments thereafter over four years until March 1, ~~2026,~~2027, generally subject to his continued service to Ginkgo through ~~such dates. Restricted stock units that vested between April 1, 2022 and October 1, 2022 were settled on October 5, 2022.~~the applicable vesting date.

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, ~~2022.~~2023.



	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

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
-

-
1,931,19
(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
1,058,298
(1)
1,788,524
-

-
3/2/2021
31,750
(7)
53,658
198,768
(6)
335,918
4/4/2021
32,688
(2)
55,243
-

-
4/4/2021
982
(7)
1,660
5,883
(6)
9,942
8/2/2021
221,885
(3)
374,986
-

-
8/2/2021
6,658
(7)
11,252
30,918
(6)
52,251

1/24/2022
40,000
(4)
67,600
-

-

3/11/2022
406,250
(5)
686,563
-

-

(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 ~~such dates. Restricted stock units vested between January 1, 2022 and October 1, 2022 were settled on October 5, 2022.The satisfaction of~~ the ~~performance condition for such restricted stock units was deemed met on March 15, 2022.~~

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 ~~such dates. Restricted stock units vested between January 1, 2022 and October 1, 2022 were settled on October 5, 2022.The satisfaction of~~ the ~~performance condition for such restricted stock units was deemed met on March 15, 2022.~~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 ~~such dates. Restricted stock units~~

~~vested between January 1, 2022 and October 1, 2022 were settled on October 5, 2022.The satisfaction of~~ the ~~performance condition for such restricted stock units was deemed met on March 15, 2022.~~

applicable vesting date.

(4) The restricted stock units granted to Mr. Dmytruk ~~on January 24, 2022~~ 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 ~~such dates.~~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 ~~on March 11, 2022~~ 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 ~~such dates. Restricted stock units vested between April 1, 2022 and October 1, 2022 were settled on October 5, 2022.~~

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 ~~each~~the applicable vesting date. ~~Restricted stock earnout awards that met the vesting requirement between January 1, 2022 and October 1, 2022 were deferred for vesting until October 5, 2022.~~

(8) Amount shown is based on the closing price of a share of Ginkgo Class A common stock of $1.69 on December ~~30, 2022,~~29, 2023, the last trading day of fiscal year ~~2022.~~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.

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

Stock Awards
Name
Number of Shares
Acquired on Vesting (#)
Value Realized on Vesting ($)(1)
Jason Kelly
26,555,807
82,854,118
Reshma Shetty
26,555,807
82,854,118
Mark Dmytruk
767,775
2,803,677

(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.

Pension Benefits

None of our named executive officers participated in or received benefits from a pension plan during the year ended December 31, ~~2022~~2023 or in any prior year.

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, ~~2022~~2023 or in any prior year.

Potential Payments Upon Termination of Employment or ~~Change-in-Control~~

Change in Control

Founders, including Dr. Kelly and Dr. Shetty (Founder Options). ~~Neither Dr. Kelly nor Dr. Shetty have entered into~~If a Founder’s employment ~~agreements, offer letters or severance agreements~~ with Ginkgo ~~and are not entitled~~terminates as a result of his or her death or disability during the five-year vesting period applicable to ~~payments or benefits~~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 ~~their employment terminates or~~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.~~

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, ~~2022.~~2023.

Name

Severance ($)
Health Benefits Continuation ($)(1)
Total ($)(2)
Mark Dmytruk
Involuntary Termination Without Cause
450,000
13,522
463,522

Name

Severance ($)

Health Benefits Continuation ($)(1)

Total ($)(2)

Mark Dmytruk

Involuntary Termination Without Cause

460,000

13,361

473,361

(1) Amount shown is based on the health benefit premiums in effect on December 31, ~~2022~~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, ~~2022~~2023 and, therefore, have not included any value with respect to such awards in this table.

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.

Pay Versus Performance

In accordance with rules adopted by the ~~Securities and Exchange Commission~~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 ~~pre-established~~ 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 ~~2022,~~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.

~~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)
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)


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)

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.


2021*-2023
2021*		~~2022~~ Reshma Shetty
~~Reshma Shetty~~		~~Reshma Shetty~~
Mark Dmytruk	~~Mark Dmytruk~~

*Dr. Shetty and Mr. Dmytruk each became NEOs on September 17, 2021, the date of the closing of the Business Combination.

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.

Compensation Actually Paid has been calculated in accordance with Item 402(v) of Regulation S-K ~~commencing for the equity awards on the date of the Business Combination, because this is the date our Class A common stock began trading on the NYSE after the closing of the Business Combination,~~ 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 ~~of the closing of~~on which the Business Combination occurred (September ~~17,~~16, 2021), all awards were ~~still~~ 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.


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)

Year
Summary Compensation Table Total for Jason Kelly
($)
Exclusion of Stock Awards for Jason Kelly
($)
Inclusion of Equity Values for Jason Kelly
($)
Compensation Actually Paid to Jason Kelly
($)
2022
262,500
—
(152,783,122)
(152,520,622)
2021
380,742,276
(380,479,776)
237,246,011
237,508,511


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

Year
Average Summary Compensation Table Total for Non-PEO NEOs
($)
Average Exclusion of Stock Awards for Non-PEO NEOs
($)
Average Inclusion of Equity Values for Non-PEO NEOs
($)
Average Compensation Actually Paid to Non-PEO NEOs
($)
2022
1,228,975
(865,100)
(82,659,187)
(82,295,312))
2021
210,405,477
(210,054,477)
132,287,554
132,638,554

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


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)

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
($)
Total - Inclusion of
Equity Values for Jason Kelly
($)
2022
—
(14,958,483)
—
(137,824,639)
—
(152,783,122)
2021*
197,456,762
39,789,249
—
—
—
237,246,011

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
($)
Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)
2022
377,082
(12,714,543)
134,948
(70,456,674)
—
(82,659,187)
2021*
107,988,581
19,894,625
4,404,348
—
—
132,287,554

*Inclusion of Equity Values for 2021 for all equity awards granted prior to the Business Combination have been calculated from the Business Combination date and not from the last day of the prior fiscal year because this is the date our Class A common stock began trading on the NYSE after the closing of the Business Combination.


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

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, ~~2022.~~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.

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, ~~2022.~~

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 ~~two~~three most recently completed fiscal years.

~~Description of Relationship Between Company TSR and Peer Group TSR~~

The following chart compares our 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, 2022 to that of the S&P Biotechnology Select Industry Index over the same period.

Certain Relationships and Related Person Transactions

Exchange Agreement

In October 2021 and March 2022, Ginkgo entered into a first and second amended and restated shareholders agreement, respectively, with Viking Global Opportunities Illiquid Investments Sub-Master LP, a holder of more than 5% of Ginkgo’s outstanding capital stock at the time of each agreement, pursuant to which Ginkgo agreed, subject to approval of the Board, to permit such shareholder to exchange a portion of its shares of Ginkgo Class A common stock for shares of Ginkgo Class C common stock on a 1-for-1 basis. The Board approved the exchange and Viking Global Opportunities Illiquid Investments Sub-Master LP effected the exchange in March 2022.

Director and Officer Indemnification

Ginkgo’s Charter authorizes indemnification and advancement of expenses for its directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

Policies and Procedures for Related Person Transactions

Our written related person transaction policy sets forth the following policies and procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a material transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and in which any related person had, has or will have a direct or indirect material interest. A transaction involving an amount exceeding $120,000 is presumed to be a “material transaction.” A “Related Person” means:

●

any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company;

●

any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities;

●

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer, nominee or beneficial owner of more than 5% of any class of the Company’s voting securities, and any other person (other than a tenant or employee) sharing the same household of such director, executive officer, nominee or beneficial owner of more than 5% of any class of the Company’s voting securities; and

●

any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a

5% or greater beneficial ownership interest in any class of the Company’s voting securities.

We have policies and procedures designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the Audit Committee has the responsibility to review related person transactions.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during fiscal year ~~2022,~~2023, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our board of directors or member of ~~our~~the Compensation Committee.

Independence of the Board of Directors

NYSE rules generally require that independent directors must comprise a majority of a listed company’s board of directors. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, we have determined that each of Arie Belldegrun, Kathy Hopinkah Hannan, Christian Henry, Reshma Kewalramani, Shyam Sankar and Harry E. Sloan, representing a majority of Ginkgo’s directors, and Ross Fubini and Myrtle Potter, Ginkgo’s director nominees, are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE.

Other Information

Expenses of Solicitation

The accompanying proxy is solicited by and on behalf of the Board, and the cost of such solicitation will be borne by Ginkgo. We will also supply proxy materials to brokers and other nominees to solicit proxies from beneficial owners, and we will reimburse them for their expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, mail, telephone, and electronic communications by directors, officers, and other Ginkgo employees without additional compensation.

Other Matters

As of the date of this Proxy Statement there are no other matters that we intend to present, or have reason to believe others will present, at the Annual Meeting. If, however, other matters properly come before the Annual Meeting, the accompanying proxy authorizes the persons named as proxies or their substitutes to vote on such matters as they determine appropriate.

Proposals of Shareholders

To be considered for inclusion in the proxy statement and proxy card(s) for the 2024 Annual Meeting, proposals of shareholders pursuant to Rule 14a-8 under the Exchange Act must be submitted in writing to the Corporate Secretary of Ginkgo, at the address of our principal offices (see “General” on page 1 of this Proxy Statement), and must be received no later than ~~Saturday,~~Monday, December 30, ~~2023.~~

2024.

Our Bylaws include separate advance notice provisions applicable to shareholders desiring to bring proposals before an annual shareholders’ meeting other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, shareholders give timely written notice to the Secretary of Ginkgo regarding such proposals and provide the information and satisfy the other requirements set forth in the Bylaws.

To be timely, a shareholder who intends to present a proposal at the ~~2024~~2025 Annual Meeting of Shareholders other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Secretary of Ginkgo no earlier than ~~Saturday,~~Thursday, February ~~17, 2024~~13, 2025 and no later than ~~Monday,~~Saturday, March ~~18, 2024.~~15, 2025. However, if we hold the ~~2024~~2025 Annual Meeting of Shareholders more than 30 days before, or more than 60 days after, the anniversary of the 2023 Annual Meeting date, then the information must be received no later than the 90th day prior to the ~~2024~~2025 Annual Meeting date or the tenth day after public disclosure of the ~~2024~~2025 Annual Meeting date, whichever is later. If a shareholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 under the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. The submission of a shareholder proposal or proxy access nomination does not guarantee that it will be included in our proxy statement. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.

In addition to satisfying the requirements under our Bylaws, shareholders who intend to solicit proxies in support of director nominees other than Ginkgo’s nominees ~~at the 2024 Annual Meeting of Shareholders~~ must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (including a statement that such ~~stockholder~~shareholder intends to solicit the holders of shares representing at least 67% of the voting power of ~~the Company’s~~Ginkgo’s shares entitled to vote on the election of directors in support of director nominees other than Ginkgo’s nominees) to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to Ginkgo at its principal executive offices no later than ~~11:59 p.m. Eastern Time on June 13, 2023.~~60 calendar days prior to the anniversary date of the Annual Meeting (for the 2025 Annual Meeting, no later than Monday, April 14, 2025). However, if the date of the ~~2024~~2025 Annual Meeting is changed by more than 30 calendar days from the anniversary of the ~~2023~~2024 Annual Meeting, ~~date,~~ then notice must be provided by the later of 60 calendar days prior to the date of the ~~2024~~2025 Annual Meeting and the 10th calendar day following the day on which public announcement of the date of the ~~2024~~2025 Annual Meeting is first made.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers (and persons who own more than 10% of our equity securities) to file reports of holdings and transactions in our common stock with the SEC. To facilitate compliance, we have undertaken the responsibility to prepare and file these reports on behalf of our officers and directors. Based on a review of the reports furnished to us or filed with the SEC and upon information furnished by these parties, the Company believes that during the fiscal year ~~2022,~~2023, its executive officers, directors and 10% shareholders timely complied with all Section 16(a) filing requirements, except for one ~~Form 4 filed for each of Dr. Kelly, Dr. Canton, Dr. Shetty and Dr. Kewalramani and two Form 4s filed for Ms. Fallon, which were inadvertently filed late due to administrative errors, and one~~ amended Form 4 filed for ~~each of Ms. Fallon and~~ Mr. ~~Dmytruk,~~Henry, which ~~were~~was filed to correct an administrative ~~errors.~~

error.

Householding; Availability of Annual Report on Form 10-K and Proxy Statement

A copy of our combined Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 (together, the ~~“2022~~“2023 Annual Report”) accompanies this Proxy Statement. If you and others who share your mailing address own common stock in street name, meaning through a bank, brokerage firm, or other nominee, you may have received a notice that your household will receive only one annual report and proxy statement, or Notice of Internet Availability of Proxy Materials, as applicable, from each company whose stock is held in such accounts. This practice, known as “householding,” is designed to reduce the volume of duplicate information and reduce printing, postage and proxy tabulation costs. Unless you responded that you did not want to participate in householding, you were deemed to have consented to it, and a single copy of this Proxy Statement and the ~~2022~~2023 Annual Report (and/or a single copy of our Notice of Internet Availability of Proxy Materials) has been sent to your address. Each street name shareholder receiving this Proxy Statement by mail will continue to receive a separate voting instruction form.

If you would like to revoke your consent to householding and in the future receive your own set of proxy materials (or your own Notice of Internet Availability of Proxy Materials, as applicable), or if your household is currently receiving multiple copies of the same items and you would like

in the future to receive only a single copy at your address, please contact Householding

Department by mail at 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095, and indicate your name, the name of each of your brokerage firms or banks where your shares are held, and your account numbers. The revocation of a consent to householding will be effective 30 days following its receipt. You will also have an opportunity to opt in or opt out of householding by contacting your bank or broker.

If you would like an additional copy of the ~~2022~~2023 Annual Report, this Proxy Statement, or the Notice of Internet Availability of Proxy Materials, these documents are available in digital form for download or review by visiting www.proxyvote.com. Alternatively, we will promptly send a copy of these documents to you without charge upon request by email to sendmaterial@proxyvote.com, or by calling 1-800-589-1639. Please note, however, that if you did not receive a printed copy of our proxy materials and you wish to receive your paper proxy card(s) or voting instruction form or other proxy materials for the purposes of the Annual Meeting, you should follow the instructions included in your Notice of Internet Availability of Proxy Materials.

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	Date and Time		Virtual Meeting Site

~~Friday,~~ Thursday, June ~~16, 2023~~ 4:13, 2024 8:00 ~~p.m.~~a.m., Eastern Time		www.virtualshareholdermeeting.com/~~DNA2023~~DNA2024


Items of Business:			Our Board of Directors Recommends You Vote:
To elect the nine ~~directors~~director nominees named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified			FOR the election of each director nominee

To ratify the appointment of ~~Ernst~~Deloitte & ~~Young~~Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2023~~2024			FOR the ratification of the appointment

To conduct an advisory vote to approve executive compensation			FOR approval of the executive compensation

To conduct an advisory vote on the frequency of advisory votes on executive compensation			~~To conduct advisory votes on executive compensation~~ ~~EVERY YEAR~~

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof


Caring at Ginkgo: ESG is in our DNA		1
ANNUAL MEETING INFORMATION		3
General		3
Outstanding Securities and Quorum		3
Internet Availability of Proxy Materials		4
Proxy Voting		4
Voting Standard		6
Revocation		6
Participating in the Annual Meeting		6
ITEM 1 – ELECTION OF DIRECTORS		8
Board of Directors Information		9
Biographical Information		9
Director Nominee Tenure, Skills, and Characteristics		1617
Corporate Governance		1617
Board Leadership		1617
Communications with the Board		1618
Risk Oversight		1718
Corporate Governance Documents		1718
Shareholder Engagement		1718
Board Meetings and Committees		1819
Audit Committee		1920
Compensation Committee		1921
Nominating and Corporate Governance Committee		2021
Policy Regarding Director Attendance at the Annual Meeting		2022
Director Nominations		2122
Compensation of Directors		2223
Cash Compensation		2223
Equity Compensation		2224
ITEM 2 – RATIFICATION OF THE APPOINTMENT OF ~~ERNST~~DELOITTE & ~~YOUNG~~TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2527
Independent Registered Public Accounting Firm		2628
Change in Independent Registered Public Accounting Firm		2628
Fee Information		2730
Pre-Approval Policies and Procedures		2730
Audit Committee Report		2832
ITEM 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		2933
~~ITEM 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~		30
Beneficial Ownership of Shares	3134




VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com	VOTE BY QR CODE Shares Held of Record: See Proxy Card(s)		VOTE BY TELEPHONE Shares Held of Record: 800-690-6903

Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form		Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form		Shares Held in Street Name: See Voting Instruction Form


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: 4243 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: 4243 Director since: 2008	Board committees: None	Other current public company boards: None


Executive Officers			3538
Compensation Discussion and Analysis			3539
Executive Summary			3639
~~Recent Executive Compensation Actions~~			36


Compensation Philosophy and Objectives	3740
Compensation Best Practices		3740
Role of the Compensation Committee		3841
Role of Management		3842
Role of the Compensation Consultant		3942
Use of Market Data and Peer Group Analysis		3942
~~2022~~2023 Peer Group		3942
Compensation Risk Oversight		4043
Anti-Hedging and Pledging Policy		4043
Clawback Policy		4043
~~2022~~2023 Compensation Decisions		4144
Base Salaries		4144
Short Term Incentive - Annual Bonuses		4144
Long Term Incentive - Equity Compensation		4144
2024 Founder Award Program		45
Post-employment Compensation		4247
Other Elements of Compensation		4347
Retirement Plan		4347
Employee Benefits and Perquisites		4348
Report of the Compensation Committee		4449
Summary Compensation Table		4550
Grants of Plan-Based Awards		4651
Outstanding Equity Awards at Fiscal Year-End		4752
Option Exercises and Stock Vested		4854
Pension Benefits		4954
Nonqualified Deferred Compensation		4954
Potential Payments Upon Termination of Employment or Change-in-Control		4954
CEO Pay Ratio		56
Pay Versus Performance		5056
Certain Relationships and Related Person Transactions		5662
Policies and Procedures for Related Person Transactions		5662
Compensation Committee Interlocks and Insider Participation		5763
Independence of the Board of Directors		5763
Other Information		5864
Expenses of Solicitation		5864
Other Matters		5864
Proposals of Shareholders		5864
Delinquent Section 16(a) Reports		5965
Householding; Availability of Annual Report on Form 10-K and Proxy Statement		5965


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 ~~leader in the field of cell and gene therapy. Dr. Belldegrun is a co-founder~~co‐founder of Allogene Therapeutics, ~~Inc.,~~ a ~~clinical stage biotechnology~~public biopharmaceutical company, ~~focused on pioneering the development of allogeneic chimeric antigen receptor T cell (AlloCAR T™) therapies for cancer. He~~and has served as Executive Chairman of its board of directors since November 2017. From March 2014 until October 2017 Dr. Belldegrun ~~also founded Kite Pharma, Inc., a biopharmaceutical company engaged in the development of innovative cancer immunotherapies, where he~~ served as the President and Chief Executive Officer ~~from March 2014 until its acquisition by Gilead Sciences,~~of Kite Pharma, Inc. ~~in October 2017~~ and as a member of its board of directors from June 2009 until October 2017. Dr. Belldegrun ~~is the~~currently serves as Chairman of Bellco Capital LLC ~~a position he has held since 2004. He also serves as~~(since 2004); Chairman of UroGen Pharma, Ltd. (since December 2012); Chairman and Partner of Two River Group ~~Holdings LLC, a position he has held since~~(since June ~~2009, UroGen Pharma, Ltd., a position he has held since December 2012, and Kronos Bio, Inc., a position he has held since November 2017, and as co-Chairman~~2009); Co‐chairman of Breakthrough Properties LLC ~~a position he has held since~~and Breakthrough Services, L.L.C. (since April ~~2019. He is the co-Founder~~2019); Chairman of ~~IconOVir~~Kronos Bio (since November 2017); Co‐chairman of Symbiotic Capital (since June 2023); and Director of ByHeart, Inc. ~~and has served as a member of its board of directors since June 2020, and~~(since October 2019). Dr. Belldegrun is also ~~the co-Founder~~Senior Managing Director of Vida Ventures, LLC ~~a life science venture group with offices in Boston and Los Angeles, where he has served as Senior Managing Director since~~(since November ~~2017.~~2017). Dr. Belldegrun is a Research Professor, holds the ~~director~~Roy and Carol Doumani Chair in Urologic Oncology, and is Founder and Director of the ~~University of California at Los Angeles’s (“UCLA”)~~UCLA Institute of Urologic Oncology at the David Geffen School of Medicine at ~~UCLA, where he also is a Research Professor, holding the Roy and Carol Doumani Chair in Urologic Oncology.~~UCLA. Prior to joining UCLA, Dr. Belldegrun was at the National Cancer Institute/~~National Institute of Health~~NIH as a research fellow in surgical oncology and ~~immunology.~~immunotherapy under Dr. ~~Belldegrun received~~Steven A. Rosenberg. He completed his ~~M.D. from~~MD at the Hebrew University Hadassah Medical School in ~~Israel, after which he completed~~Jerusalem, his ~~post-graduate~~post‐graduate studies in Immunology at the Weizmann Institute of Science, and his residency in urologic surgery at Harvard Medical School. ~~Dr. Belldegrun is certified by the American Board of Urology and is a Fellow of the American Association of Genitourinary Surgeons. Dr. Belldegrun~~He has authored several books on oncology and more than 500 scientific and medical papers related to urological ~~cancer,~~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: 7374 Director since: 2021	Board committees: Compensation	Other current public company boards: Allogene Therapeutics, Inc., Kronos Bio, Inc., and UroGen Pharma, Ltd.


~~Marijn E. Dekkers~~Ross Fubini	Background ~~Dr. Dekkers is the Founder~~ Ross Fubini founded XYZ Venture Capital, a venture capital investment firm focused on startups across various sectors, in 2017, and ~~Chairman of Novalis LifeSciences LLC,~~serves as Managing Director. Mr. Fubini was an ~~investment~~early stage investor in defense tech leader Anduril, cloud-based building security breakout Verkada, and ~~advisory firm for the Life Science industry that he founded in 2017. Before that, from 2010 to 2016, Dr. Dekkers~~modern insurance brokerage Newfront. Mr. Fubini also sits on multiple private company boards including Sardine and Legion Technologies. Mr. Fubini served ~~as Chief Executive Officer of Bayer AG. Prior to his time at Bayer, from 2002 to 2009, he served as Chief Executive Officer of Thermo Fisher Scientific. Dr. Dekkers currently serves~~ as a director ~~on the boards~~ of ~~Quantum-SI, Inc.~~Home Plate Acquisition Corp. from 2021-2023. Prior to XYZ, Mr. Fubini co-founded Village Global and ~~Cerevel Therapeutics Holdings, Inc.,~~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 ~~Georgetown University~~led engineering divisions at Symantec and ~~the Foundation for the National Institutes~~Plumtree Software. Mr. Fubini has advised and invested in over 200 companies across a range of ~~Health. He is a former director of Unilever, General Electric~~stages and ~~Biogen. Dr. Dekkers began his career in 1985 as a research scientist at General Electric’s Corporate R&D Center. Dr. Dekkers received his PhD~~industries. Since 2010, Mr. Fubini has been involved with supporting executive teams to grow and ~~M.S. in chemical engineering from the University of Eindhoven and his B.S in chemistry from the Radboud University.~~scale revenue. Qualifications and Skills We believe that ~~Dr. Dekkers~~Mr. Fubini is qualified to serve on our Board due to his extensive ~~knowledge of the life sciences industry, his familiarity with our company~~expertise and ~~his prior director service.~~ track record in advising high-growth tech companies.
Founder and ~~Chairman~~Managing Director of ~~Novalis LifeSciences, LLC~~ XYZ Venture Capital

Age: 6548 Director since: ~~2019~~N/A	Board committees: None	Other current public company boards: ~~Quantum-SI, Inc. and Cerevel Therapeutics Holdings, Inc.~~None


Kathy Hopinkah Hannan	Background Dr. Hannan is a retired senior partner from KPMG LLP, where she ~~served~~held numerous leadership roles including her roles as ~~a Global Lead Partner,~~Vice Chair, National Managing Partner and ~~Vice Chair of Human Resources.~~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 ~~previous~~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 and was a presidential appointee to the National Advisory Council on Indian Education.~~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: 6162 Director since: 2022	Board committees: Audit and Compensation	Other current public company boards: Annaly Capital Management, Inc., and Otis Worldwide Corporation ~~and Carpenter Technology Corporation~~


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: 5556 Director since: 2016	Board committees: Audit and Compensation	Other current public company boards: WAVE Life Sciences Ltd., Pacific Biosciences of California, Inc.


~~Reshma Kewalramani~~Myrtle Potter	Background ~~Dr. Kewalramani has been~~ 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 ~~President~~Chairperson of ~~Vertex Pharmaceuticals Inc. since April 2020 and a member of Vertex’s~~the Board of ~~Directors since February 2020. Dr. Kewalramani~~Sumitomo Pharma America, Inc., from July 2023 to April 2024, which was ~~Vertex’s~~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 ~~Chief Medical Officer from April 2018 through April 2020. She was Vertex’s Senior~~ Vice President ~~Late Development~~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 ~~2017 until March 2018. From August 2004~~2020, Axovant Gene Therapies, Ltd. from September 2018 to ~~January 2017, she served in roles of increasing responsibility at Amgen~~February 2020, and Arbutus Biopharma, Inc.~~, most recently as Vice President, Global Clinical Development, Nephrology & Metabolic Therapeutic Area~~ from October 2018 to February 2020, and as Vice President, U.S. Medical Organization. From 2014 through 2019, Dr. Kewalramani was the industry representative to the FDA’s Endocrine and Metabolic Drug Advisory Committee. She completed her internship and residency in Internal Medicine at the Massachusetts General Hospital and her fellowship in Nephrology at the Massachusetts General Hospital and Brigham and Women’s Hospital combined program. Dr. KewalramaniAmazon.com, Inc. Ms. Potter holds a ~~B.A.~~Bachelor of Arts Degree from ~~Boston~~The University ~~and an M.D. from Boston University School~~ of ~~Medicine. Dr. Kewalramani also completed the General Management Program at Harvard Business School and is an alumnus of the school.~~ Chicago. Qualifications and Skills We believe that ~~Dr. Kewalramani~~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 ~~in senior roles at various pharmaceutical~~on boards of public companies.
Chief Executive Officer and President of Vertex Pharmaceuticals, Inc. Myrtle Potter & Company, LLC

Age: 5065 Director since: ~~2021~~N/A	Board committees: Nominating and Corporate GovernanceNone	Other current public company boards:~~Vertex Pharmaceuticals,~~ Guardant Health, Inc.


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: 4142 Director since: 2015	Board committees: ~~Audit,~~ Compensation and Nominating & Corporate Governance	Other current public company boards: None


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 ~~Skillz, Inc. since December 2020~~ 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, and Videocon d2h Limited from May 2016 until April 2018.~~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 ~~operational experience.~~ contacts.
Chairman and Chief Executive Officer of Eagle Equity Partners II, LLC


Age: 7374 Director since: 2021	Board committees: Audit	Other current public company boards: Lions Gate Entertainment Corporation, ~~Skillz Inc. and~~ DraftKings Inc., and Screaming Eagle Acquisition Corp.




Tenure on Board	Number of Director Nominees
~~0-5~~<5 Years		~~Five~~ Four
5-10 Years		~~Two~~ Three
10+ Years		Two



	JASON KELLY CEO, GINKGO BIOWORKS


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Jason Kelly	26,555,807	82,854,118
Reshma Shetty	26,555,807	82,854,118
Mark Dmytruk	767,775	2,803,677


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Stock Awards for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	1,228,975	(865,100)	(82,659,187)	(82,295,312))
2021	210,405,477	(210,054,477)	132,287,554	132,638,554