Ginkgo Bioworks Holdings, Inc.

In connection with the Board’s review of the Company’s executive compensation program, including compensation payable to our founders, the Board formed a special committee (the “Special Committee”) in 2023 to analyze and make recommendations to the Board regarding the compensation of each of Drs. Kelly, Shetty, Canton and Che (the “Founders”).

The Special Committee consisted of Mr. Sankar, Mr. Sloan and Dr. Hannan, each of whom was determined to be independent of the Founders. The Special Committee retained its own independent compensation consultant, Infinite Equity, and independent outside legal counsel, Young Conaway Stargatt & Taylor, LLP, to advise with respect to its review of Founder compensation.

The Special Committee met, including with its advisors, approximately a dozen times to consider revisions to the compensation program for our Founders. At these meetings, the Special Committee considered and evaluated a number of factors in determining whether to change the compensation of our Founders and, if so, the appropriate structure and magnitude of any such change, including the central role of our Founders’ leadership in executing the Company’s strategy, the Company’s historic and prospective performance, and the extent (if any) to which compensation would provide incentives for our Founders to continue driving long-term stockholder value creation. In addition, the Special Committee considered the equity awards held by our Founders that were negotiated prior to the Company becoming a public company, our Founders’ existing equity ownership positions, market data provided by the Special Committee’s compensation consultant on the compensation of executives at peer companies, and the means by which our Founders’ compensation could be linked to and made contingent upon the Company’s performance.

Following extensive analysis and negotiations between the Special Committee and the Founders, the Special Committee resolved to recommend to the Board that it adopt a revised compensation program for our Founders in 2024 (the “2024 Founder Compensation Program”) that consists of maintaining the annual cash compensation for each Founder at $250,000 and granting each Founder an option to purchase 5,000,000 shares of Ginkgo common stock (125,000 shares post-Reverse Stock Split) with an exercise price of $2.50 ($100.00 post-Reverse Stock Split) per share and with such options subject both to time-based and performance-based vesting criteria (the “Founder Options”). The performance-based vesting is tied to the achievement of four specified stock price hurdles within a five-year period, with 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $5.00 ($200.00 post-Reverse Stock Split), 10% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $7.50 ($300.00 post-Reverse Stock Split), 20% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $10.00 ($400.00 post-Reverse Stock Split) and the remaining 60% of the Founder Options vesting based on the achievement of a 90-calendar-day average stock price of $12.50 ($500.00 post-Reverse Stock Split). If the performance-based criteria are achieved during the five-year performance period, the awards will vest on the five-year anniversary of the grant date.

The Special Committee designed the 2024 Founder Compensation Program for only one year, rather than designing a compensation program that would be expected to cover multiple years of employment. The Special Committee considered market data on total annual compensation provided by its compensation consultant in determining the total value of the 2024 Founder Compensation Program, accounting for both the Founders’ annual cash compensation and the grant date fair value of the Founder Options (as determined and described below).

The Founder Options have an approximate grant date fair value of $981,000 per Founder, computed in accordance with FASB ASC Topic 718, excluding the effect of estimating forfeitures and using the Monte Carlo simulation option pricing model.

The assumptions used to calculate the grant date fair value of the Founder Options were as follows:

*Note: The grant date closing share price does not reflect the Reverse Stock Split.

In designing the Founder Options, the Special Committee sought to create awards that rewarded sustained and substantial stock appreciation tied to the successful execution of the Company’s strategy and would lead to stockholder value substantially above average long-term stock market growth. In addition, the five-year vesting period and the weighting of the performance-based vesting criteria were designed to provide most of the value of the Founder Options only when the highest stock price hurdles are met, with 80% of the value of the awards remaining unvested at trading prices below $10.00 ($400.00 post-Reverse Stock Split) per share and 60% of the value of the awards vesting only if the $12.50 ($500.00 post-Reverse Stock Split) per share vesting criteria is met.

On April 4, 2024, with Dr. Shetty and Dr. Kelly recusing themselves, after reviewing the recommendations of the Special Committee and the considerations and analysis presented above and described to the Board, the Board determined to adopt the 2024 Founder Compensation Program.