Jason Kelly
About Jason Kelly
Jason Kelly, age 44, is Co-Founder, CEO, and a director of Ginkgo Bioworks; he holds a Ph.D. in Biological Engineering and a B.S. in Chemical Engineering and Biology from MIT . He previously served as a director of CM Life Sciences II (2021) and has been CEO since 2008, with founders’ leadership explicitly considered central to strategy execution by the board’s special committee . Pay-versus-performance disclosures show a 2024 Company TSR of $2.02 per $100 initial investment, peer group TSR of $67.96, and net loss of $547 thousand, underscoring the equity-linked nature of founder pay outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ginkgo Bioworks | Co-Founder & CEO; Director | 2008–present | Founders’ leadership central to long-term strategy; board used this in designing performance equity for 2024 |
| — | — | — | — |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CM Life Sciences II Inc. (Nasdaq: CMII) | Director | 2021 | SPAC directorship in life sciences; governance experience relevant to capital markets |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | $250,000 | Salary unchanged vs 2023 and below peer medians per board discussion |
| Target bonus % | None | Company had no annual cash bonus program in 2024 |
| Actual bonus paid | None | No annual cash incentive paid |
Performance Compensation
Founder options granted in 2024 are 100% performance-contingent on stock price hurdles, with large majority of value tied to highest hurdles and vesting only after sustained achievement.
| Instrument | Grant date | Size (post-reverse split) | Exercise price | Performance metric(s) | Weighting | Performance window | Vesting schedule |
|---|---|---|---|---|---|---|---|
| Founder Options | 4/25/2024 | 125,000 options | $100.00 | 90-day avg stock price at $200, $300, $400, $500 (post-split) | 10%, 10%, 20%, 60% respectively | 5 years from grant | If hurdles achieved, options vest on 5th anniversary of grant; time- and performance-based |
| Valuation (grant-date fair value) | — | — | — | Monte Carlo; fair value ≈ $981,000 | — | — | — |
Additional notes:
- No founder options were granted in 2022–2023; 2024 Founder Compensation Program was one-year, not multi-year .
- Company did not use financial metrics (revenue/EBITDA) to set 2024 executive pay; equity remains primary lever .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Jason Kelly) | Class A: 97,367 shares; Class B: 2,041,437 shares; Class B = 22.2% of that class; Total voting power: 14.9% (10 votes per Class B share) |
| Trust holdings (included above) | Includes Kelly GRAT and personal holdings as disclosed |
| Ownership structure | Dual-class with Class B holders electing 1/4 of board; Jason is a Class B-designated nominee |
| Outstanding unvested/contingent awards | Options: 125,000 unearned Founder Options (exercise $100; expire 4/25/2034) ; RSUs/earnouts: 9,726 and 48,279 unearned earnout shares subject to price hurdles and service vesting |
| In-the-money status | Founder Options are out-of-the-money at 12/31/2024 close of $9.82 (exercise $100) |
| Hedging/pledging policy | Company prohibits hedging and pledging unless a board-approved exception; no exceptions disclosed for executives in 2024 proxy |
| Stock ownership guidelines | Director stock ownership guidelines referenced in Corporate Governance Guidelines; founders are officers/directors (no separate director fees) |
Vested vs. unvested and market values (as of 12/31/2024, $9.82 per share):
| Award | Unvested units | Market value |
|---|---|---|
| Earnout shares (2020 RSUs) | 9,726 | $95,509 |
| Earnout shares (2021 RSUs) | 48,279 | $474,100 |
| Founder Options (2024) | 125,000 unearned; exercise $100; expires 2034 | N/A (options; currently out-of-the-money) |
Employment Terms
| Term | Provision |
|---|---|
| Employment/severance contracts | No employment or severance agreement for founders; no guaranteed severance benefits |
| Change-of-control and termination treatment (Founder Options) | If death/disability or termination without cause: any portion with satisfied performance criteria accelerates/vests (pro rata if between hurdles); on change-in-control, portions with satisfied performance either continue if assumed or vest on closing if not assumed |
| Post-termination holding | If founder exercises options pre-vesting, resulting shares subject to same vesting; post-termination one-year holding of post-tax shares, except for death, disability, termination without cause, or change-in-control |
| CFO severance (context) | CFO eligible for 12 months salary continuation + up to 12 months COBRA if terminated without cause; no equity acceleration |
Board Governance
- Role: CEO and director; not on any board committee .
- Board leadership: Independent Chair is Shyam Sankar; founders (Kelly and Shetty) serve as directors alongside independent members .
- Committees: Audit, Compensation, and Nominating & Corporate Governance are composed entirely of independent directors; Jason is not a member of these committees .
- Attendance: Board held 12 meetings in 2024; all incumbent directors attended at least 75% of meetings and committees served .
- Dual-role implications: CEO serving as director under an independent Chair mitigates consolidation of roles; Class B structure allows founders to designate directors, raising standard independence considerations that the company addresses via committee independence and governance policies .
Director Compensation
- Non-employee director program includes cash and equity retainers; changes adopted in April 2025 to align with peer median .
- Employee directors (e.g., CEO) do not receive separate director fees under this program; program disclosures and tables cover non-employee directors .
Compensation Structure Analysis
- Shift to performance options: Founders received 2024 performance-based options with substantial upside only if sustained high stock price hurdles are met; 80% of value tied to ≥$400 and 60% to ≥$500 (post-split), reinforcing long-dated alignment and discouraging short-termism .
- Equity-dominant pay mix: No annual cash bonus; base salaries below market; compensation emphasizes long-term equity and stock price outcomes rather than short-term financial metrics .
- No repricing/modification: Founder Options were newly granted in 2024 with fixed exercise price and disclosed valuation; no repricing disclosed .
- Governance safeguards: Independent compensation consultant (Infinite Equity for founders; PwC for peer group), clawback policy, anti-hedging/pledging policy present .
Equity Incentives – Detailed Vesting Table
| Metric | Weighting | Hurdle (post-split) | Measurement | Vest timing if achieved |
|---|---|---|---|---|
| Stock price hurdle 1 | 10% | $200 | 90-day average | 5th anniversary of grant |
| Stock price hurdle 2 | 10% | $300 | 90-day average | 5th anniversary |
| Stock price hurdle 3 | 20% | $400 | 90-day average | 5th anniversary |
| Stock price hurdle 4 | 60% | $500 | 90-day average | 5th anniversary |
Performance & Track Record
| Year | Company TSR ($ per $100) | Peer group TSR ($) | Net income (loss) ($ thousands) |
|---|---|---|---|
| 2024 | 2.02 | 67.96 | (547) |
| 2023 | 13.88 | 67.48 | (893) |
| 2022 | 13.88 | 62.62 | (2,105) |
| 2021 | 68.23 | 84.19 | (1,830) |
Qualitative achievements/initiatives:
- Founders’ leadership considered central to strategy; compensation tied to long-term value creation via stock price hurdles .
- Strategic shift to performance-based PSUs for broader employees in 2025 (founders excluded), indicating move toward business-unit metrics for non-founder incentives .
Compensation Peer Group (Benchmarking Context)
- 2024 peer group: 19 life sciences/biotech/tool companies (e.g., Pacific Biosciences, Twist, Natera) used to benchmark non-founder executive pay levels .
- 2025 peer group updated to 18 companies to better align with industry, revenue, and complexity .
Say-on-Pay & Shareholder Feedback
- Advisory vote to approve executive compensation included as Item 3 for 2025 meeting; board recommends FOR approval; result not yet disclosed in proxy .
Employment & Contracts (Retention Risk)
- No severance or guaranteed payouts for founders; vesting of founder options contingent on stock price hurdles and time, increasing retention alignment over 5 years .
- Anti-hedging/pledging and clawback policies reduce misalignment risk and protect shareholder interests .
Investment Implications
- Pay-for-performance alignment: Founder compensation is highly levered to sustained stock appreciation with long-dated vesting; near-term selling pressure appears limited given out-of-the-money options and price-linked earnouts .
- Governance balance: Independent Chair and fully independent key committees offset dual-role concerns from founder-directors, though Class B’s ability to elect 1/4 of board warrants ongoing monitoring of independence and shareholder influence .
- Retention/incentives: Five-year founder option vesting promotes long-term engagement; absence of cash bonuses and below-market founder salaries reinforce equity orientation, but may heighten sensitivity to market volatility in realized pay .