Ginkgo Bioworks Provides Compensation Information Related to Recent Acquisitions

Rhea-AI Summary

Ginkgo Bioworks (NYSE: DNA) announced the granting of 18,173,253 restricted stock units as part of its recent employee compensation strategy related to the acquisitions of Bayer CropScience LP and Zymergen Inc. Specifically, 9,868,143 units were awarded to former Bayer employees, and 8,305,110 units to former Zymergen employees. These grants were issued without stockholder approval as inducements to new hires. Vesting schedules vary by employee type, with some units vesting fully upon termination without cause. This move aims to bolster employee retention and align interests.

Positive

• Significant employee retention strategy with 18.1 million units granted to attract new talent.
• Inducement awards aim to enhance workforce stability following acquisitions.

Negative

• Issuance of stock units without stockholder approval may raise concerns about governance.
• Potential dilution of existing shareholders due to the large number of restricted stock units.

BOSTON, Dec. 2, 2022 /PRNewswire/ -- Ginkgo Bioworks Holdings, Inc. (NYSE: DNA) ("Ginkgo"), which is building the leading platform for cell programming and biosecurity, today announced that in connection with its transaction with Bayer CropScience LP ("Bayer") on October 17, 2022, Ginkgo granted 9,868,143 restricted stock units to 139 new employees, and in connection with its acquisition of Zymergen Inc. ("Zymergen") on October 19, 2022, Ginkgo granted 8,305,110 restricted stock units to 179 new employees. The restricted stock units were granted without stockholder approval as material inducements to the employees entering into employment with Ginkgo pursuant to NYSE Listed Company Manual Section 303A.08 and were approved by Ginkgo's compensation committee.

Consistent with Ginkgo's standard vesting schedules, each grant of restricted stock units to former Bayer employees will vest as to 25% of the restricted stock units on the one-year anniversary of the grant date and 1/48 of the restricted stock units monthly thereafter. Each grant of restricted stock units to former Zymergen employees will vest either (i) as to 25% of the restricted stock units on the one-year anniversary of the grant date and 1/48 of the restricted stock units monthly thereafter, or (ii) for certain employees, as to 100% of the restricted stock units on a range of dates between approximately two and 13 months from the grant date (and will fully vest on the last day of an employee's employment, if such employee's employment is terminated without cause), provided, in all cases, that the employee continues to serve as an employee of, or other service provider to, Ginkgo or one of its subsidiaries on each such vesting date. The restricted stock units are subject to the terms of the Ginkgo Bioworks Holdings, Inc. 2022 Inducement Plan and individual award agreements thereunder.

About Ginkgo Bioworks

Ginkgo Bioworks is the leading horizontal platform for cell programming, providing flexible, end-to-end services that solve challenges for organizations across diverse markets, from food and agriculture to pharmaceuticals to industrial and specialty chemicals. Ginkgo's biosecurity and public health unit, Concentric by Ginkgo, is building global infrastructure for biosecurity to empower governments, communities, and public health leaders to prevent, detect and respond to a wide variety of biological threats. For more information, visit ginkgobioworks.com and concentricbyginkgo.com, read our blog, or follow us on social media channels such as Twitter (@Ginkgo and @ConcentricByGBW), Instagram (@GinkgoBioworks and @ConcentricByGinkgo), or LinkedIn.

Forward-Looking Statements of Ginkgo Bioworks

This press release contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the grant of inducement awards. These forward-looking statements generally are identified by the words "believe," "can," "project," "potential," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) volatility in the price of Ginkgo's securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo operates and plans to operate, variations in performance across competitors, and changes in laws and regulations affecting Ginkgo's business, (ii) the ability to implement business plans, forecasts, and other expectations, and to identify and realize additional business opportunities, (iii) the risk of downturns in demand for products using synthetic biology, (iv) the unpredictability of the duration of the COVID-19 pandemic and the demand for COVID-19 testing and the commercial viability of our COVID-19 testing business, (v) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations, and (vi) our ability to realize the expected benefits of merger and acquisition transactions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Ginkgo's quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on November 14, 2022 and other documents filed by Ginkgo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ginkgo assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Ginkgo does not give any assurance that it will achieve its expectations.

GINKGO BIOWORKS INVESTOR CONTACT:
investors@ginkgobioworks.com

GINKGO BIOWORKS MEDIA CONTACT:
press@ginkgobioworks.com

View original content to download multimedia:https://www.prnewswire.com/news-releases/ginkgo-bioworks-provides-compensation-information-related-to-recent-acquisitions-301692136.html

SOURCE Ginkgo Bioworks

FAQ

What was the purpose of Ginkgo's restricted stock units grant on December 2, 2022?

The restricted stock units were granted to incentivize and retain new employees following the acquisitions of Bayer CropScience and Zymergen, enhancing workforce stability.

How many restricted stock units were granted to employees from Bayer and Zymergen?

Ginkgo granted a total of 18,173,253 restricted stock units to employees, with 9,868,143 to former Bayer employees and 8,305,110 to former Zymergen employees.

What are the vesting schedules for the restricted stock units granted by Ginkgo?

The vesting schedules vary: 25% vests on the one-year anniversary, and the remaining units vest monthly thereafter. Some Zymergen employees may have accelerated vesting conditions.

What potential risks are associated with Ginkgo's restricted stock unit grants?

The grants could lead to potential dilution for existing shareholders, and the lack of stockholder approval may raise governance concerns.