Ginkgo Bioworks Holdings, Inc.
For the period ended Jun 11, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 29, 2026
Contents
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our named executive officers other than our principal executive officer (“Other NEOs” or “Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Each of our named executive officers (“NEOs”), other than Mr. Coen, 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.
| Year · Summary Compensation Table Total for Jason Kelly¹($) · Compensation Actually Paid to Jason Kelly¹˒²˒³($) · Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) · Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) · Value of Initial Fixed $100 Investment Based on:4 · Net Income (Loss)($ Millions)5 · Adjusted Cash Flow ($ Millions)6 | ||||||||
|---|---|---|---|---|---|---|---|---|
| TSR ($) · Peer Group TSR ($) | ||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2025 | 5,709,049 | 3,712,220 | 1,732,877 | 1,080,018 | 1.71 | 92.84 | (313) | (157) |
| 2024 | 1,231,000 | (248,050) | 1,505,500 | (774,749) | 2.02 | 67.96 | (547) | (384) |
| 2023 | 262,019 | (766,187) | 978,500 | 540,035 | 13.88 | 67.48 | (893) | (380) |
| 2022 | 262,500 | (152,520,622) | 1,228,975 | (82,295,312) | 13.88 | 62.62 | (2,105) | (223) |
| 2021 | 380,742,276 | 237,508,511 | 210,405,477 | 132,638,554 | 68.23 | 84.19 | (1,830) | (1,207) |
- 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.
| 2025 | 2021*-2024 |
| Reshma Shetty | Reshma Shetty |
| Steven Coen | 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 and reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock
Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. As of December 31, 2020, the end of the fiscal year prior to the date on which the Business Combination occurred (September 16, 2021), all awards were valued at $0 as their performance conditions were not considered probable to be achieved as of that date. Certain restricted stock units were subsequently modified on November 17, 2021 such that the performance conditions were deemed to be met. The per-share values of the restricted stock earnout awards are estimated based on the use of a Monte Carlo valuation methodology and the probable outcome of the achievement of the performance conditions as determined in accordance with FASB ASC Topic 718 on the dates required to be reported in the tables below.
| Year | Summary Compensation Table Total for Jason Kelly ($) | Exclusion of Stock Awards and Option Awards for Jason Kelly ($) | Inclusion of Equity Values for Jason Kelly ($) | Compensation Actually Paid to Jason Kelly ($) |
|---|---|---|---|---|
| 2025 | 5,709,049 | (5,454,049) | 3,457,220 | 3,712,220 |
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 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 ($) |
|---|---|---|---|---|
| 2025 | 1,732,877 | (1,429,210) | 776,351 | 1,080,018 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Jason Kelly ($) | 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 ($) |
|---|---|---|---|---|---|---|
| 2025 | 3,539,220 | (82,000) | — | — | — | 3,457,220 |
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) |
|---|---|---|---|---|---|---|
| 2025 | 905,153 | (34,488) | 11,604 | (2,504) | (103,414) | 776,351 |
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, 2025. 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.
The amounts reported in this column represent adjusted cash flow, a non-GAAP number and our Company-Selected Measure, which we believe represents the most important financial performance measure used to link Compensation Actually Paid to our PEO and Other NEOs in 2025 to our performance. The amount represents the decrease in cash and cash equivalents per our SEC statement of cash flows adjusted for the year-end balance in marketable debt securities.
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, 2025.The following chart also compares the Company’s cumulative TSR to the Peer Group TSR starting September 17, 2021 (the date our Class A common stock began trading on the NYSE after the Business Combination) through December 31, 2025.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Other NEOs, and our Net Income (Loss) during the five most recently completed fiscal years.
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Cash Flow
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 Adjusted Cash Flow during the five most recently completed fiscal years.
Tabular List of Financial Performance Measures
The most important financial performance measures used to link Compensation Actually Paid to our PEO and Other NEOs in 2025 to our performance are as follows:
Adjusted Cash Flow
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.