Harry E. Sloan
About Harry E. Sloan
Harry E. Sloan (age 75) is an independent director of Ginkgo Bioworks (DNA), serving since 2021. He sits on the Audit Committee; the Board expects him to continue on Audit alongside Christian Henry and Ross Fubini after the 2025 Annual Meeting. He is recognized as independent under NYSE and SEC rules and attended at least 75% of Board and committee meetings in 2024. Sloan holds a B.A. from UCLA and a J.D. from Loyola Law School and is Chairman and CEO of Eagle Equity Partners II, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGM Studios | Chairman & CEO | Not disclosed | Media leadership, public company CEO experience |
| New World Entertainment | Founder/Leader | Not disclosed | Built entertainment media company |
| SBS Broadcasting S.A. | Founder/Leader | Not disclosed | Led one of Europe’s largest broadcasters |
| Diamond Eagle Acquisition Corp. | Director | May 2019 – Apr 2020 | SPAC sponsor experience |
| Flying Eagle Acquisition Corp. | Director | Mar 2020 – Dec 2020 | SPAC sponsor experience |
| Soaring Eagle Acquisition Corp. (SRNGU) | Co‑Founder, Director | Oct 2020 – Sep 2021 | Co‑founded SPAC that combined with Ginkgo |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DraftKings Inc. | Director | Since Apr 2020 | Not disclosed in DNA proxy |
| Lions Gate Entertainment Corp. | Director | Since Dec 2021 | Not disclosed in DNA proxy |
| Screaming Eagle Acquisition Corp. | Co‑founder/Board | Launched Jan 2022 | Largest SPAC IPO since Mar 2021 at launch |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Christian Henry. Post‑2025 Annual Meeting, Audit Committee expected: Henry (Chair), Fubini, Sloan .
- Independence: Sloan is independent under SEC and NYSE rules; all committees comprised of independent directors .
- Attendance: Board held 12 meetings in 2024; all incumbent directors attended ≥75% of Board/committee meetings. Committee meetings held: Audit 7; Compensation 5; Nominating 4 .
- Board leadership: Chair is Shyam Sankar; founders Jason Kelly and Reshma Shetty sit on the Board .
| 2024 Committee Meeting Counts | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Total Meetings | 7 | 5 | 4 |
Fixed Compensation
| Component | 2024 Program Amount | 2025 Program Amount | Notes |
|---|---|---|---|
| Board annual director fee | $50,000 | $45,000 | Cash; payable quarterly in arrears |
| Audit Committee member (non‑chair) | $10,000 | $10,000 | Applies to Sloan as Audit member |
| Audit Committee chair | $20,000 | $20,000 | Chair is Christian Henry |
| Lead independent director | $25,000 | $25,000 | If applicable |
| Compensation Committee member (non‑chair) | $7,500 | $7,500 | Sloan not listed as member |
- Sloan’s 2024 cash fees totaled $60,000, consistent with Board fee ($50,000) plus Audit member fee ($10,000) .
Performance Compensation
| Instrument | Grant Value (2024) | Grant Value (2025 policy) | Vesting | Exercise Price & Expiry | Change‑in‑Control Terms |
|---|---|---|---|---|---|
| RSUs (annual) | $200,000 | Not specified (options only in 2025 policy) | 2024 RSUs vest in single installment by earlier of 1 year or day before next AGM | N/A | 2024 program RSUs fully vest upon change‑in‑control |
| Options (annual) | $200,000 | $275,000 (Subsequent Option) | 2024 subsequent option vests in single installment by earlier of 1 year or day before next AGM; 2025 options vest in 3 equal annual installments | Strike = closing price on last trading day prior to grant; expiry ≤10 years; share calc FMV floor $8.00 (number of shares based on ≥$8 FMV regardless of trading price) | 2024 program options fully vest upon change‑in‑control |
| Options (initial for new directors) | $400,000 + $200,000 (2024 initial & additional) | $500,000 (New Initial Option) | 2024 initial options vest over 3 years; 2024 additional initial option vests at next AGM; 2025 initial vest over 3 years | Strike = closing price; expiry ≤10 years; FMV floor $8.00 (2025) | 2024 program options fully vest upon change‑in‑control |
- Sloan’s 2024 equity mix: RSUs $200,000 and options $200,000; total director compensation $460,000 (cash $60,000, equity $400,000) .
Other Directorships & Interlocks
| Relationship | Details | Governance Signal |
|---|---|---|
| SPAC sponsor history | Co‑founded Soaring Eagle Acquisition Corp. (SRNGU), which announced business combination with Ginkgo three months post‑IPO; later launched Screaming Eagle Acquisition Corp. (largest SPAC IPO since Mar 2021 at launch) | Historical sponsor affiliation with the de‑SPAC origin of Ginkgo may raise perceived conflict/optics; no ongoing related‑party transactions disclosed specific to Sloan |
| Current external boards | DraftKings Inc.; Lions Gate Entertainment Corp.; Screaming Eagle Acquisition Corp. | Information flow and time allocation considerations; no disclosed conflicts with Ginkgo customers/suppliers |
Expertise & Qualifications
- Founder/CEO experience in media and technology; significant public company board experience, including SPACs and digital media; early investor and board member in ZeniMax/Bethesda (acquired by Microsoft in March 2021). Education: B.A. UCLA; J.D. Loyola Law School .
- Board views Sloan as qualified due to public company experience, business leadership, operational experience, and contacts .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Notes |
|---|---|---|---|---|---|
| Harry E. Sloan | 271,418 | <1% | – | – | As of April 14, 2025; voting power % not specifically listed for Sloan |
| Options outstanding (12/31/2024) | 20,493 | — | — | — | Exercise/vesting per director program |
| RSUs outstanding (12/31/2024) | 10,822 | — | — | — | Time‑based vesting, single‑installment in 2024 program |
- Anti‑hedging/pledging: Directors prohibited from hedging/monetization and pledging unless Board‑approved exception .
- Director stock ownership guidelines exist in Corporate Governance Guidelines (details not specified in proxy) .
Director Compensation Summary (2024)
| Fees Earned (Cash) | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|
| $60,000 | $200,000 | $200,000 | $460,000 |
Shareholder Voting Signals
| Measure | 2024 | 2025 |
|---|---|---|
| Sloan director election votes (For / Against / Abstain) | 4,590,258,485 / 23,460,793 / 20,091,861 | 97,606,927 / 11,209,651 / 49,106 |
| Say‑on‑Pay (For / Against / Abstain) | 4,583,064,713 / 45,191,256 / 5,555,170 | 107,192,721 / 847,055 / 825,908 |
Governance Assessment
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Board effectiveness and engagement: Sloan serves on Audit, a critical oversight role. The Audit Committee is fully independent; Sloan is part of the committee that recommended inclusion of audited financials in the 2024 Form 10‑K, evidencing active oversight .
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Independence and attendance: Affirmed independent; attendance threshold met (≥75%). Committee structure remains robust with clear charters and oversight delineation, including AI strategy overseen by Nominating & Corporate Governance .
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Compensation and alignment: Director pay is heavily equity‑based, with Sloan’s 2024 total comp 87% equity by value, aligning incentives with shareholder outcomes. 2025 policy shifts to option‑only grants with three‑year vesting and an $8.00 FMV floor for share calculations; this reduces share count volatility when price is below $8, and increases long‑term at‑risk pay exposure .
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Ownership and risk controls: Sloan holds 271,418 Class A shares plus outstanding options and RSUs; company prohibits hedging/pledging without Board exception; clawback adopted for executives under Dodd‑Frank/NYSE rules (not director‑specific), supporting governance discipline .
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Say‑on‑Pay and investor support: Strong approval in 2024 and 2025; Sloan’s director election vote support remained high across both years, signaling investor confidence .
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RED FLAGS
- SPAC sponsor affiliation: Historical role co‑founding Soaring Eagle (the SPAC that merged with Ginkgo) can be perceived as a potential conflict optic. No Sloan‑specific related‑party transactions disclosed; Audit Committee reviews related person transactions per policy .
- Multiple external boards: DraftKings and Lions Gate commitments may raise time‑allocation questions; no disclosed interlocks with DNA customers/suppliers .
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Compensation peer benchmarking: 2025 director cash and equity programs were adjusted to align with median of the 2025 peer group; peer lists for benchmarking are disclosed in the CD&A (2024 and updated 2025 groups) .