Shyam Sankar
About Shyam Sankar
Shyam Sankar is Chair of Ginkgo Bioworks’ Board and an independent director serving since 2015. He is Chief Technology Officer and Executive Vice President at Palantir Technologies (various roles since 2006); previously Vice President of Network Management and Director of Business Development at Xoom Corporation. He holds an M.S. in Management Science & Engineering from Stanford University and a B.S. in Electrical & Computer Engineering from Cornell University; age 43. Committee roles at Ginkgo include Chair of the Compensation Committee and Chair of the Nominating & Corporate Governance Committee; he serves on no other public company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Palantir Technologies Inc. | Chief Technology Officer and Executive Vice President | 2006–present | Deep operational background; oversaw development of complex technology from near inception to massive scale |
| Xoom Corporation | Vice President of Network Management; Director of Business Development | Prior to Palantir | Pre-Palantir leadership roles in technology/business development |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Palantir Technologies Inc. | CTO & EVP | Operating role (not a directorship) | Current executive position; technology and operations expertise |
| Other public company boards | None | — | Ginkgo proxy lists no other current public company directorships for Mr. Sankar |
Board Governance
- Board leadership: Chair of the Board (independent director)
- Committee leadership: Chair, Compensation Committee; Chair, Nominating & Corporate Governance Committee
- Independence: The company determined Mr. Sankar is “independent” under SEC and NYSE rules
- Attendance and engagement:
- Board held 12 meetings in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings on which they served
- All nine directors then serving attended the 2024 Annual Meeting of Shareholders
| Committee | Role | 2024 Committee Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 5 | Independent committee; no interlocks disclosed; Sankar, Fubini, Henry members |
| Nominating & Corporate Governance | Chair | 4 | Post-Annual Meeting membership expected to include Sankar, Sloan, Kosuri |
| Audit | — | 7 | Not a member; Audit chaired by Christian Henry |
Special Committee service: In 2023, Sankar served (with Sloan and Hannan) on a Special Committee, independent of the founders, to design the 2024 Founder Compensation Program; the committee retained an independent compensation consultant and independent counsel and met ~12 times.
Fixed Compensation (Director Pay – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $108,747 | Includes annual Board and committee fees and chair roles, as applicable |
Performance Compensation (Director Equity)
| Award Type | 2024 Grant-Date Fair Value (USD) | Vesting/Terms | Source |
|---|---|---|---|
| Stock awards (RSUs) | $200,000 | Vesting schedule not specified for 2024 director RSUs in proxy | |
| Stock options | $200,000 | 2024 grant terms not detailed in proxy; see 2025 program below |
Non-Employee Director Equity Program (effective post-2025 Annual Meeting):
| Award | Grant Value (USD) | Vesting | Exercise Price | Term | Share-Count FMV Floor |
|---|---|---|---|---|---|
| Initial Option (new directors) | $500,000 | Equal installments on each of first three anniversaries | Closing price on last market day prior to grant | ≤10 years | Not less than $8.00 for purposes of calculating number of options |
| Subsequent Annual Option | $275,000 | Equal installments on each of first three anniversaries | Closing price on last market day prior to grant | ≤10 years | Not less than $8.00 for purposes of calculating number of options |
| Notes | Adopted April 2025 to align with median of 2025 peer group | Time-based; no performance metrics for directors disclosed | — | — | Floor reduces dilution when stock trades below $8.00 |
Additional governance policies relevant to incentives:
- Anti-hedging and pledging: Employees and directors (and household members) are prohibited from hedging/monetization and pledging transactions involving company equity, unless an exception is approved by the Board
- Clawback: Recoupment policy (effective Oct 2, 2023) for erroneously awarded incentive compensation to current/former executive officers; no amounts clawed back in 2024
Other Directorships & Interlocks
| Company | Role | Interlock/Related-Party Exposure |
|---|---|---|
| Palantir Technologies Inc. | Executive (CTO & EVP) | The proxy’s related-person transactions section does not list Palantir as a related-person transaction with Ginkgo |
| Octant, Inc. (context) | — | Related-party transaction disclosed involving Octant (CEO: board member Sri Kosuri) and Ginkgo; Jason Kelly serves on Octant’s board; no Sankar involvement disclosed |
| Compensation Committee interlocks | — | No compensation committee interlocks disclosed for 2024 |
Expertise & Qualifications
- Business and operating leadership scaling software from early stage through public listing; deep technology/operations background
- Academic credentials: M.S. Management Science & Engineering (Stanford); B.S. Electrical & Computer Engineering (Cornell)
- Board leadership: Independent Chair; also chairs Compensation and Nominating & Corporate Governance Committees
- Committee oversight scope: Nominating & Corporate Governance Committee oversees AI strategy and compliance (relevant to Sankar’s technology expertise)
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class A % | Class B Shares | Options Outstanding (FY-end) | Restricted Stock (FY-end) | RSUs Outstanding (FY-end) |
|---|---|---|---|---|---|---|
| Shyam Sankar | 72,372 | <1%* | — | 20,493 | 4,395 | 10,822 |
*Less than one percent. Beneficial ownership based on 45,956,669 Class A and 9,191,867 Class B shares outstanding as of April 14, 2025.
Policy backdrop:
- Corporate Governance Guidelines include director stock ownership guidelines (numeric thresholds not disclosed in proxy)
- Insider Trading Compliance Policy prohibits hedging/pledging absent Board-approved exceptions
Governance Assessment
Positives
- Independent Chair with technology scaling expertise; majority-independent board; clear committee charters and independence determinations bolster oversight.
- Strong engagement and attendance signals: Board met 12 times in 2024; all incumbent directors attended ≥75% of meetings; all directors attended the 2024 annual meeting.
- Compensation governance: No comp committee interlocks; use of independent advisors; Special Committee (including Sankar) used independent consultant and counsel for founder pay redesign.
- Alignment and risk controls: Anti-hedging/pledging policy; clawback policy; 2025 director equity design includes $8 FMV floor to limit dilution at low prices.
Watch items / RED FLAGS
- Role concentration: Sankar simultaneously serves as Board Chair and chairs both Compensation and Nominating & Corporate Governance Committees—an unusual concentration of leadership that can raise independence optics around compensation and nominations, notwithstanding his independent status.
- External operating load: Full-time executive role (CTO & EVP) at Palantir alongside multiple leadership roles at Ginkgo could create bandwidth/perception risks; no related-party transactions with Palantir are disclosed in the proxy.
- Director equity tilt: 2025 program emphasizes options with time-based vesting (no performance metrics), which can encourage risk-taking; however, vesting is multi-year and the $8 FMV floor constrains dilution.
Notes
- Related-party transactions disclosed in 2024 involve Octant (Kosuri/Kelly), not Sankar/Palantir. The Audit Committee reviews related-person transactions under a written policy.