Ross Fubini
Independent
Tenure on this board
New nominee
6 nominees · 3 ballot items.
Election of six directors; Ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2026; Advisory (non-binding) approval of executive compensation; and transaction of other business as may properly come before the meeting.
Elect six director nominees (Ross Fubini, Christian Henry, Jason Kelly, Sri Kosuri, Reshma Shetty, Harry E. Sloan) to serve until the next annual meeting.
Ratify appointment of Deloitte & Touche LLP as Ginkgo’s independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify Deloitte & Touche LLP as Ginkgo’s independent registered public accounting firm for fiscal 2026. Management and the Audit Committee selected Deloitte following a request-for-proposal process and due to considerations including Deloitte’s qualifications, independence, and the Audit Committee’s oversight role. The proposal is routine in governance practice and is presented as a matter of good corporate governance to obtain shareholder ratification; the Board recommends a vote FOR, noting that if shareholders do not ratify the selection the Audit Committee will take the result into account when choosing the auditor for 2027 and may solicit proposals in the future.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement ("Say-on-Pay").
This management proposal requests an advisory (non-binding) shareholder vote to approve the company's executive compensation disclosed in the proxy statement. Management and the Compensation Committee argue the compensation program aligns pay with long-term performance, emphasizes equity-based incentives (PSUs and RSUs), and ties compensation to Company-wide cash flow and other metrics. The Board recommends a vote FOR, asserting the program helps attract and retain talent, aligns executives with shareholder interests, and incorporates governance best practices such as independent consultant engagement and clawback policies. The vote is advisory, but the Compensation Committee will consider results when evaluating future compensation decisions; key context includes the 2024 Founder Compensation Program cancellation and replacement with PSUs in 2025, certification of PSU performance in early 2026, and continued focus on cash burn reduction and autonomous labs strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VIKING GLOBAL INVESTORS LP | 5.5% | 3,577,128 | $22M |
| 2 | BAILLIE GIFFORD CO | 3.7% | 2,391,649 | $15M |
| 3 | Erste Asset Management GmbH | 3.0% | 1,947,728 | $11M |
| 4 | BlackRock, Inc. | 3.0% | 1,947,482 | $12M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.9% | 1,914,428 | $12M |
| 6 | Anchorage Capital Group, L.L.C. | 2.7% | 1,746,363 | $11M |
| 7 | Legal General Group Plc | 2.5% | 1,653,871 | $10M |
| 8 | STATE STREET CORP | 2.1% | 1,346,659 | $8M |
| 9 | BlackRock, Inc. | 2.0% | 1,332,285 | $8M |
| 10 | FORBES J M CO LLP | 1.6% | 1,028,391 | $6M |
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