Ross Fubini
About Ross Fubini
Ross Fubini is an independent director at Ginkgo Bioworks (DNA). He is Founder and Managing Director of XYZ Venture Capital (since 2017), with a background as a CTO/founder (CubeTree, sold to SuccessFactors in 2010) and operating roles at Symantec and Plumtree Software. He is age 49, joined the DNA Board in 2024, and currently serves on the Compensation Committee; the Board expects him to also join the Audit Committee after the 2025 Annual Meeting . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CubeTree | CTO & Co‑Founder; acquired by SuccessFactors | Through 2010 (sale) | Built enterprise collaboration tech; operating leadership |
| Symantec; Plumtree Software | Engineering leadership roles | — | Led engineering divisions |
| Canaan; Kapor Capital | Investor | — | Early-stage investing experience |
| Village Global | Co‑founder | — | Venture creation and network building |
| Home Plate Acquisition Corp. (SPAC) | Director | 2021–2023 | Public board experience in SPAC governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XYZ Venture Capital | Founder & Managing Director | 2017–Present | Early investor in Anduril, Verkada, Newfront; portfolio governance and scaling support |
| Sardine; Legion Technologies | Private company director | — | Board service at portfolio companies |
Board Governance
- Current committee assignments: Compensation Committee member (appointed August 2, 2024) .
- Expected post‑meeting assignments: Audit Committee member (Board expects Henry, Fubini, Sloan to serve following the 2025 Annual Meeting) .
- Independence: The Board determined Fubini (and a majority of directors) are independent under SEC/NYSE rules .
- Attendance: In 2024, the Board met 12 times; all incumbent directors attended at least 75% of Board and committee meetings. Committee meetings in 2024: Audit (7), Compensation (5), Nominating & Corporate Governance (4) .
- Chair/leadership context: Chair is Shyam Sankar; committees comprised entirely of independent directors .
- Policies supporting governance: Anti‑hedging and (generally) anti‑pledging policy; clawback policy adopted October 2, 2023; Corporate Governance Guidelines include director stock ownership guidelines (policy existence disclosed; numeric guideline not specified in proxy) .
Fixed Compensation
| Item | 2024 Policy/Amount | 2025 Policy/Amount | Notes |
|---|---|---|---|
| Annual Board cash retainer | $50,000 | $45,000 | Reduced to align with peer median |
| Chair of the Board retainer | $36,000 | $32,500 | — |
| Lead Independent Director retainer | $25,000 | $25,000 | — |
| Audit Chair | $20,000 | $20,000 | — |
| Compensation Chair | $15,000 | $15,000 | — |
| Nominating & Gov Chair | $10,000 | $10,000 | — |
| Audit Committee member | $10,000 | $10,000 | — |
| Compensation Committee member | $7,500 | $7,500 | — |
| Nominating & Gov member | $5,000 | $5,000 | — |
| Fubini – Fees earned (2024 actual) | $30,550 | — | Prorated for partial year and committee service |
Performance Compensation
| Equity Program | Instrument | Grant Value | Vesting Terms | Notes |
|---|---|---|---|---|
| Director Equity (2024) | Initial Option ($400k), Additional Initial Option ($200k), Initial RSUs ($200k) | $800k options + $200k RSUs (typical initial package) | Initial Option vests in 3 equal annual installments; Additional Initial Option and Initial RSUs vest the day before the next Annual Meeting; subsequent annual grants (Option $200k + RSUs $200k) vest by 1-year or before next Annual Meeting | Designed to align with shareholder value; accelerates on change in control |
| Director Equity (2025 changes) | Options only | Initial Option $500k; Subsequent Option $275k | All options vest in 3 equal annual installments; exercise price = prior day close; minimum FMV floor of $8 used to size shares | Shift to options only; value aligned to peer median |
| Fubini – 2024 equity granted | Stock awards $200,000; Option awards $600,000 | Total equity $800,000 | As per 2024 program vesting | Joined Board June 13, 2024; equity consistent with initial director package |
Other Directorships & Interlocks
| Company | Status | Role | Dates |
|---|---|---|---|
| Home Plate Acquisition Corp. | Prior public | Director | 2021–2023 |
| Other current public boards | — | None | — |
- Compensation Committee interlocks: None. No member of the Compensation Committee was an officer/employee in 2024; no interlocks with executives of other companies (aside from disclosure of CEO’s Octant board and related-party transaction, which does not involve Fubini) .
Expertise & Qualifications
- Venture capital and company scaling: Founder/MD of XYZ Venture Capital; investor/advisor across 200+ companies; early investor in Anduril, Verkada, Newfront .
- Operating expertise: CTO/founder (CubeTree), engineering leadership at Symantec and Plumtree .
- Public markets/SPAC experience: Director at Home Plate Acquisition Corp. (2021–2023) .
- Board qualification emphasis: High‑growth tech advising and revenue scaling .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Class A | Options Outstanding (12/31/24) | RSUs Outstanding (12/31/24) | Notes |
|---|---|---|---|---|---|
| Ross Fubini | 10,822 | <1% | 42,062 | 10,822 | Shares as of April 14, 2025; awards outstanding as of Dec 31, 2024 |
- Anti‑hedging/pledging: Company prohibits hedging and pledging of company stock unless an exception is approved by the Board; no pledging by Fubini is disclosed in the proxy .
- Ownership guidelines: Corporate Governance Guidelines include director stock ownership guidelines (policy existence disclosed; numeric thresholds not provided in proxy) .
Director Compensation (2024 actuals)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $30,550 |
| Stock Awards (RSUs) | $200,000 |
| Option Awards | $600,000 |
| Total | $830,550 |
Related-Party Exposure and Conflicts
- The proxy discloses related‑party transactions involving Octant (commercial relationship tied to director Sri Kosuri) and founder family relationships; no related‑party transactions involving Ross Fubini are disclosed .
- Policies: Related person transaction policy presumes materiality over $120,000 and assigns Audit Committee review; anti‑hedging/pledging policy in place .
Governance Assessment
-
Strengths:
- Independent director with venture and operating depth; independent Compensation Committee service, expected Audit Committee service strengthens financial oversight .
- Strong director equity alignment with multi‑year vesting; company policies prohibit hedging/pledging and include a clawback policy (executive-focused), supporting alignment and accountability .
- Board-wide attendance met ≥75% threshold; committees fully independent; cash retainer and equity program calibrated to peer medians as of 2025 (cost discipline and alignment) .
-
Watch items:
- Venture portfolio breadth could create future perceived conflicts if investments overlap with DNA customers/suppliers; no such transactions are disclosed today, but ongoing monitoring of related‑party disclosures is warranted .
- Director equity structure shifted to options‑only in 2025; while shareholder‑friendly in upside/downside symmetry, option-heavy mix can incentivize risk‑taking—committee oversight of risk is important; Compensation Committee (including Fubini) is responsible for program oversight .
Summary: Fubini brings credible scaling and venture governance experience, is independent, and engaged via Compensation Committee service with expected expansion to Audit oversight. His compensation and equity holdings are in line with director policy, and no Fubini‑specific related‑party transactions are disclosed—supportive of investor confidence, with standard monitoring of potential venture interlocks advisable .