DNA Ginkgo Bioworks Holdings Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director Kathy Hopinkah Hannan

On August 2, 2022, the Board of Directors (the “Board”) of Ginkgo Bioworks Holdings, Inc. (the “Company”) voted to appoint Kathy Hopinkah Hannan to the Board, effective as of August 2, 2022. Her term will expire at the Company’s 2023 annual meeting of shareholders. The Board determined that Dr. Hannan is an independent director in accordance with applicable New York Stock Exchange listing requirements and rules. The Board has not appointed Dr. Hannan to any Board committees at this time.

In accordance with the Company’s Non-Employee Director Compensation Program, in connection with her appointment as a director, Dr. Hannan received options to purchase shares of the Company’s Class A common stock in an amount equal to $400,000, plus a prorated amount of options and restricted stock units based on the date of the Company's 2022 annual meeting of shareholders. Additionally, Dr. Hannan will be eligible to receive an annual retainer fee of $50,000 for her service on the Board and annual stock option and restricted stock unit awards in accordance with the Company’s Non-Employee Director Compensation Program.
 

Dr. Hannan has entered into the Company’s standard indemnification agreement for directors and officers of the Company.
 

Dr. Hannan is a former Global Lead Partner, National Managing Partner and Vice Chair of KPMG, LLP, the U.S. member firm of the global audit, tax and advisory services firm KPMG International. Dr. Hannan has over 30 years of industry experience and held numerous leadership roles during her distinguished career with KPMG. From 2015 until her 2018 retirement, Dr. Hannan served as Global Lead Partner, Senior Advisor for KPMG’s Board Leadership Center and National Leader Total Impact Strategy. Dr. Hannan also served as the Midwest Area Managing Partner for KPMG’s Tax Services from 2004 to 2009. Subsequent to that role, from 2009 to 2015, Dr. Hannan served as the National Managing Partner of Diversity and Corporate Responsibility. While at KPMG, Dr. Hannan also founded the KPMG Women’s Advisory Board. In addition to her roles at KPMG, as a Native American Indian and member of the Ho-Chunk Nation Tribe, Dr. Hannan served on President George W. Bush’s National Advisory Council on Indian Education. She also served as a member of the Committee to establish the Board of Directors for the Ho-Chunk Tribe’s corporation under Section 17 of the Indian Reorganization Act. Currently, Dr. Hannan serves on the boards of directors of Annaly Capital Management, Inc. (NYSE: NLY), Otis Worldwide Corporation (NYSE: OTIS), and Carpenter Technology Corporation (NYSE: CRS), is Chair of the Board of Trustees and a member of the Executive Committee of the Smithsonian National Museum of the American Indian, is a Trustee of the Conference Board and is an active member of Women Corporate Directors. From 2014 to 2020, Dr. Hannan served as Chair of the Board & National President for Girl Scouts of the USA. Dr. Hannan received a Ph.D. in Leadership Studies from Benedictine University and a B.A. from Loras College. She is also a graduate of the Chicago Management Institute at the University of Chicago, Booth School of Business and the Institute of Comparative Political & Economic Systems at Georgetown University. In addition, Dr. Hannan has completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program, the CERT Certificate in Cybersecurity Oversight, and the NACD Directorship Certification.

On August 4, 2022, the Company issued a press release announcing Dr. Hannan’s appointment to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.