DEF 14A 1 tm2014947-2_def14a.htm DEF 14A tm2014947-2_def14a - none - 12.83121s
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
AMYRIS, INC.
(Name of Registrant as Specified in its Charter)
   
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:

 
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Dear Amyris stockholder:
You are cordially invited to attend our 2020 Annual Meeting of Stockholders to be held on Friday, May 29, 2020 at 2:00 p.m. Pacific Time at our headquarters located at 5885 Hollis Street, Suite 100, Emeryville, California 94608. You can find directions to our headquarters on our company website at https://amyris.com/contact-us/.
We are actively monitoring the public health and travel concerns of our shareholders and employees in light of COVID-19, as well as the related protocols that local and national governments may impose. As part of our precautions, we are considering the possibility of holding the 2020 Annual Meeting of Stockholders solely by means of remote communication (on the above date and time, via live audio webcast). We will publicly announce any alternative arrangements for the 2020 Annual Meeting of Stockholders as promptly as practicable in a press release available on our website.
The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the matters to be voted on at the meeting.
We are using the Internet as our primary means of furnishing proxy materials to our stockholders. As a result, most stockholders will not receive paper copies of our proxy materials. We will instead send most stockholders a notice with instructions for accessing the proxy materials and voting over the Internet. The notice also provides information on how stockholders can obtain paper copies of our proxy materials if they wish to do so.
Whether or not you plan to attend the annual meeting, please vote as soon as possible. You may vote over the Internet, by telephone, or, if you receive a paper proxy card or voter instructions form in the mail, by mailing a completed proxy card or voting instruction form. Voting by any of these methods will ensure that you are represented at the annual meeting.
On behalf of the Board of Directors, I want to thank you for your continued support of Amyris. We look forward to seeing you at the meeting.
[MISSING IMAGE: sg_johnmelo-bw.jpg]
John Melo
President and Chief Executive Officer
Emeryville, California
April 17, 2020
YOUR VOTE IS IMPORTANT
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote as soon as possible in order to ensure your representation at the meeting. You may submit your proxy and voting instructions over the Internet, by telephone, or, if you receive a paper proxy card or voter instructions form in the mail, by completing, signing, dating and returning the accompanying proxy card or voting instruction form as promptly as possible. If your shares are held of record by a broker, bank or other custodian, nominee, trustee or fiduciary (an “Intermediary”) and you have not given your Intermediary specific voting instructions, your Intermediary will NOT be able to vote your shares with respect to most of the proposals, including the election of directors. If you do not provide voting instructions over the Internet, by telephone, or by returning a completed, signed and dated proxy card or voting instruction form, your shares will not be voted with respect to those matters. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by an Intermediary and you wish to vote at the meeting, you must obtain a proxy issued in your name from that Intermediary.
 

AMYRIS, INC.
5885 Hollis Street, Suite 100
Emeryville, California 94608
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 29, 2020
The 2020 Annual Meeting of Stockholders of Amyris, Inc. will be held on Friday, May 29, 2020 at 2:00 p.m. Pacific Time at our headquarters located at 5885 Hollis Street, Suite 100, Emeryville, California 94608 for the following purposes:
1.
To elect the four Class I directors nominated by our Board of Directors and named herein to serve on the Board for a three-year term;
2.
To ratify the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
3.
To approve, on a non-binding advisory basis, the compensation of our named executive officers (the “stockholder say-on-pay vote”);
4.
To approve our 2020 Equity Incentive Plan;
5.
To approve the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (i) upon our election, and at our discretion, to pay interest and amortization on our Senior Convertible Notes due 2022 in shares of our common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule;
6.
To approve an amendment to our restated certificate of incorporation to effect an increase in the total number of our authorized shares from 255,000,000 to 355,000,000 and in the total number of authorized shares of common stock from 250,000,000 to 350,000,000; and
7.
To act upon such other matters as may properly come before the annual meeting or any adjournments or postponements thereof.
These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Board of Directors has fixed the record date for the annual meeting as April 3, 2020. Only stockholders of record at the close of business on the record date may vote at the meeting or at any adjournment thereof. A list of stockholders eligible to vote at the meeting will be available for review for any purpose relating to the meeting during our regular business hours at our headquarters at 5885 Hollis Street, Suite 100, Emeryville, California 94608 for the ten days prior to the meeting.
You are cordially invited to attend the meeting in person. We are actively monitoring the public health and travel concerns of our shareholders and employees in light of COVID-19, as well as the related protocols that local and national governments may impose. As part of our precautions, we are considering the possibility of holding the 2020 Annual Meeting of Stockholders solely by means of remote communication (on the above date and time, via live audio webcast). We will publicly announce any alternative arrangements for the 2020 Annual Meeting of Stockholders as promptly as practicable in a press release available on our website. Whether or not you expect to attend the meeting, please vote as soon as possible in order to ensure your representation at the meeting. You may submit your proxy and voting instructions over the Internet, by telephone, or, if you receive a paper proxy card or voting instruction form in the mail, by completing, signing, dating and returning the accompanying proxy card or voting instruction form as promptly as possible. If your shares are held of record by an Intermediary and you have not given your Intermediary specific voting instructions, your Intermediary will NOT be able to vote your shares with respect to most of the proposals, including the election of directors. If you do not provide voting instructions over the Internet, by telephone, or by returning a completed, signed and dated proxy card or voting instruction form, your shares will not be voted with respect to those matters. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by an Intermediary and you wish to vote at the meeting, you must obtain a proxy issued in your name from that Intermediary.
BY ORDER OF THE BOARD,
[MISSING IMAGE: tv530179_nicolekelsey-bw.jpg]
Nicole Kelsey
General Counsel and Secretary
Emeryville, California
April 17, 2020

 
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AMYRIS, INC.
PROXY STATEMENT
2020 ANNUAL MEETING OF STOCKHOLDERS
These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Amyris, Inc., a Delaware corporation (referred to as “Amyris”, the “Company”, “we”, “us”, or “our”), for our 2020 Annual Meeting of Stockholders to be held at 2:00 p.m. Pacific Time on Friday, May 29, 2020, at our principal executive offices, and for any adjournments or postponements of the annual meeting. These proxy materials were first sent on or about April  17, 2020 to stockholders entitled to vote at the annual meeting.
Information Regarding Solicitation and Voting
Our principal executive offices are located at 5885 Hollis Street, Suite 100, Emeryville, California 94608, and our telephone number is (510) 450-0761. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our stockholders with access to our proxy materials over the Internet. Accordingly, we intend to send a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April  17, 2020 to most of our stockholders who owned our common stock at the close of business on April 3, 2020. The Notice includes instructions on how you can access our annual report and proxy statement and other soliciting materials on the Internet or, if you wish, request a printed set of such materials, a list of the matters to be considered at the 2020 annual meeting, and instructions as to how your shares can be voted. Most stockholders will not receive a printed copy of the proxy materials unless they request one in the manner set forth in the Notice. This permits us to conserve natural resources and reduces our printing costs, while giving stockholders a convenient and efficient way to access our proxy materials and vote their shares.
We will bear the expense of soliciting proxies. In addition to these proxy materials, our directors and employees (who will receive no compensation in addition to their regular salaries) may solicit proxies in person, by telephone or by email. We will reimburse Intermediaries for reasonable charges and expenses incurred in forwarding solicitation materials to their clients.
Questions and Answers
Who can vote at the meeting?
The Board set April 3, 2020, as the record date for the meeting. If you owned shares of our common stock as of the close of business on April 3, 2020, you may attend and vote your shares at the meeting. Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. As of April 3, 2020, there were 163,891,920 shares of our common stock outstanding and entitled to vote (as reflected in the records of our stock transfer agent).
Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials?
We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to most of our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials. Instructions on how you can access our annual report and proxy statement and other soliciting materials on the Internet or, if you wish, request a printed set of such materials, a list of the matters to be considered at the 2020 annual meeting, and instructions as to how your shares can be voted may be found in the Notice.
 
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Why did I receive a full set of proxy materials in the mail instead of a Notice of Internet Availability of Proxy Materials?
Some stockholders may have instructed our transfer agent or their Intermediary to deliver stockholder communications, such as proxy materials, in paper form. If you would prefer to receive your proxy materials over the Internet, please follow the instructions provided on your proxy card or voting instruction form to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years.
What is the quorum requirement for the meeting?
The holders of a majority of our outstanding shares of common stock as of the record date must be present in person or represented by proxy at the meeting in order for there to be a quorum, which is required to hold the meeting and conduct business. If there is no quorum, the holders of a majority of the shares present at the meeting may adjourn the meeting to another date.
You will be counted as present at the meeting if you are present and entitled to vote in person at the meeting or you have properly submitted a proxy card or voting instruction form, or voted by telephone or over the Internet. Both abstentions and broker non-votes (as described below) are counted for the purpose of determining the presence of a quorum.
As of the record date of April 3, 2020, there were 163,891,920 shares of our common stock outstanding and entitled to vote (as reflected in the records of our stock transfer agent), which means that holders of 81,945,961 shares of our common stock must be present in person or by proxy for there to be a quorum.
What proposals will be voted on at the meeting?
There are six proposals scheduled to be voted on at the meeting:

Proposal 1 — Election of the four Class I directors nominated by the Board and named herein to serve on the Board for a three-year term.

Proposal 2 — Ratification of the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

Proposal 3 — A non-binding advisory resolution to approve the compensation of our named executive officers (commonly referred to as a “stockholder say-on-pay vote”).

Proposal 4 — Approval of our 2020 Equity Incentive Plan.

Proposal 5 — Approval of the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (i) upon our election, and at our discretion, to pay interest and amortization on our Senior Convertible Notes due 2022 in shares of our common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule.

Proposal 6 — Approval of an amendment to our restated certificate of incorporation to effect an increase in the total number of our authorized shares from 255,000,000 to 355,000,000 and in the total number of authorized shares of common stock from 250,000,000 to 350,000,000.
No appraisal or dissenters’ rights exist for any action proposed to be taken at the meeting. We will also consider any other business that properly comes before the meeting. As of the date of this Proxy Statement, we are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed proxy card or voting instruction form will vote the shares they represent using their best judgment.
How does the Board recommend I vote on the proposals?
The Board recommends that you vote:

FOR each of the director nominees named in this Proxy Statement;
 
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FOR the ratification of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

FOR the non-binding advisory vote to approve the compensation of our named executive officers;

FOR the approval our 2020 Equity Incentive Plan;

FOR the approval of the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (i) upon our election, and at our discretion, to pay interest and amortization on our Senior Convertible Notes due 2022 in shares of our common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule; and

FOR the amendment to our restated certificate of incorporation to increase the total number of authorized shares of our common stock.
How do I vote my shares in person at the meeting?
If your shares of Amyris common stock are registered directly in your name with our stock transfer agent, EQ Shareowner Services you are considered to be the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote in person at the meeting.
If your shares are held in a brokerage account or by another Intermediary, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the Intermediary (usually your broker) that is the record holder of the shares, giving you the right to vote the shares at the meeting. The meeting will be held on Friday, May 29, 2020 at 2:00 p.m. Pacific Time at our headquarters located at 5885 Hollis Street, Suite 100, Emeryville, California 94608. You can find directions to our headquarters on our company website at https://amyris.com/contact-us/.
How can I vote my shares without attending the meeting?
Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other Intermediary. In most cases, you will be able to do this by using the Internet, by telephone or by mail.

Voting by Internet or telephone.   You may submit your proxy over the Internet or by telephone by following the instructions provided in the Notice, or, if you receive printed proxy materials, by following the instructions for Internet or telephone voting provided with your proxy materials and on your proxy card or voting instruction form.

Voting by mail.   If you receive printed proxy materials, you may submit your proxy by mail by completing, signing, dating and returning your proxy card or, for shares held beneficially in street name, by following the voting instructions included by your broker or other Intermediary. If you provide specific voting instructions, your shares will be voted as you have instructed.
Can I vote my shares by filling out and returning the Notice?
No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card or voting instruction form, or by submitting a ballot in person at the meeting.
What happens if I do not give specific voting instructions?
If you are a stockholder of record and you either indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or, if you receive printed proxy materials, you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.
 
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If you are a beneficial owner of shares held in street name and do not provide the Intermediary that holds your shares with specific voting instructions, under stock market rules, the Intermediary that holds your shares may generally vote at its discretion only on routine matters and cannot vote on non-routine matters. If the Intermediary that holds your shares does not receive specific instructions from you on how to vote your shares on a non-routine matter, the Intermediary will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” For purposes of voting on non-routine matters, broker non-votes will not count as votes cast on such matters and, therefore, will not affect the outcome of Proposal 1 (which requires a plurality of votes properly cast in person or by proxy) or Proposals 3, 4 or 5 (which requires a majority of votes properly cast in person or by proxy), but will have the effect of a vote against Proposal 6 (which require votes from a majority of our outstanding shares of common stock entitled to vote at the meeting).
Which proposals are considered “routine” and which are considered “non-routine”?
The ratification of the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for 2020 (Proposal 2) is considered a “routine” matter under applicable rules. The election of directors (Proposal 1), the non-binding advisory stockholder say-on-pay vote on executive compensation (Proposal 3), the approval of our 2020 Equity Incentive Plan (Proposal 4), the approval of the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d) (Proposal 5), and the approval of the amendment to our restated certificate of incorporation (Proposal 6) are considered non-routine under applicable rules. An Intermediary cannot vote without instructions on non-routine matters, and therefore we expect there to be broker non-votes on Proposal 1, Proposal 3, Proposal 4, Proposal 5 and Proposal 6.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting. The inspector of election will separately count “For” and “Withhold” votes and any broker non-votes in the election of directors (Proposal 1). With respect to the other proposals, the inspector of election will separately count “For” and “Against” votes, abstentions and, other than with respect to Proposal 2, which is considered a routine matter, any broker non-votes. Abstentions and broker non-votes will not count toward the vote totals for Proposals 1, 3, 4 and 5, but will be counted with the same effect as an “Against” vote for Proposal 6.
What is the vote required to approve each of the Board’s proposals?

Proposal 1 — Election of the Board’s four nominees for director.   The affirmative vote of a plurality, or the largest number, of the shares of our common stock present in person or by proxy at the annual meeting and entitled to vote is required for the election of the directors. This means that the four director nominees who receive the highest number of ”For” votes (among votes properly cast in person or by proxy) will be elected to the board. Broker non-votes will not count toward the vote total for this proposal and therefore will not affect the outcome of this proposal.

Proposal 2 — Ratification of the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.   This proposal must receive a “For” vote from the holders of a majority of the shares of our common stock properly casting votes for or against this proposal at the annual meeting in person or by proxy. Abstentions will not count toward the vote total for this proposal and therefore will not affect the outcome of this proposal.

Proposal 3 — Approval, on a non-binding advisory basis, of the compensation of our named executive officers.   This proposal must receive a “For” vote from the holders of a majority of the shares of common stock properly casting votes on this proposal at the annual meeting in person or by proxy. Abstentions and broker non-votes will not count toward the vote total and therefore will not affect the outcome of this proposal.

Proposal 4 — Approval of our 2020 Equity Incentive Plan.   This proposal must receive a “For” vote from the holders of a majority of the shares of common stock properly casting votes on this proposal at the annual meeting in person or by proxy. Abstentions and broker non-votes will not count toward the vote total for this proposal and therefore will not affect the outcome of this proposal.
 
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Proposal 5 — Approval of the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d).   This proposal must receive a “For” vote from the holders of a majority of the shares of common stock casting votes on this proposal at the annual meeting in person or by proxy. Abstentions and broker non-votes will not count toward the vote total for this proposal and therefore will not affect the outcome of this proposal.

Proposal 6 — Approval of an amendment to our restated certificate of incorporation to effect an increase in the total number of authorized shares of our common stock.   This proposal must receive a “For” vote from the holders of a majority of our outstanding shares of common stock entitled to vote at the annual meeting, irrespective of the number of votes cast on this proposal at the meeting. Abstentions and broker non-votes will be counted and have the same effect as an “Against” vote for this proposal.
What if I am party to a voting agreement related to a proposal?
Under the terms of the voting agreements entered into between Amyris and each of Foris Ventures, LLC and certain affiliates of Vivo Capital LLC, each stockholder who is a party to such agreements has agreed, subject to the terms and conditions set forth in the applicable voting agreement, to vote the shares of our common stock subject to such voting agreement for the approval of Proposal 5 (Approval the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d)). As of the record date for the Annual Meeting, the parties to the voting agreements beneficially owned and were entitled to vote approximately 36.5% of our outstanding common stock.
Please refer to the section of this Proxy Statement entitled “Proposal 5 — Approval the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (i) upon our election, and at our discretion, to pay interest and amortization on our Senior Convertible Notes due 2022 in shares of our common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule. — Voting Agreements”.
How can I revoke my proxy and change my vote after I return my proxy card?
You may revoke your proxy and change your vote at any time before the final vote at the meeting. If you are a stockholder of record, you may do this by signing and submitting a new proxy card with a later date (if you receive printed proxy materials), by using the Internet or voting by telephone (either of which must be completed by 11:59 p.m. Pacific Time on May 28, 2020 — your latest telephone or Internet proxy is counted), or by attending the meeting and voting in person. Attending the meeting alone will not revoke your proxy unless you specifically request that your proxy be revoked. If you hold shares through an Intermediary, you must contact that Intermediary directly to revoke any prior voting instructions.
How can I find out the voting results of the meeting?
The preliminary voting results will be announced at the meeting. The final voting results will be reported in a Current Report on Form 8-K, which we expect to file with the SEC within four business days after the meeting. If final voting results are not available within four business days after the meeting, we intend to file a Current Report on Form 8-K reporting the preliminary voting results within that period, and subsequently report the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.
 
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Forward-Looking Statements
This annual report contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning our business growth and profitability, revenue and gross margin performance and growth, including growth of our ingredients and branded products’ portfolio, reduction in operating expenses, expected results of operations, scaling and commercialization of our product pipeline and introduction of new products, including the cost, quality and scalability of such products, our competitive advantage, consumer demand and preferences, efficacy of molecules as vaccine adjuvants, potential utilization of fermentation-based molecules to use as treatment against COVID-19, and our platform to develop a method for COVID-19 testing, and similar matters. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those anticipated or implied in the forward-looking statements, including, without limitation, the risks set forth in Part 1, Item 1A, “Risk Factors” of our enclosed Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements, except as required by law.
 
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Proposal 1 — 
Election of Directors
General
Under our Certificate of Incorporation and Bylaws, the number of authorized Amyris directors has been fixed at 12 and the Board is divided into the following three classes with staggered three-year terms:

Class I directors, whose term will expire at this annual meeting of stockholders and who are nominated for re-election;

Class II directors, whose term will expire at the annual meeting of stockholders to be held in 2021; and

Class III directors, whose term will expire at the annual meeting of stockholders to be held in 2022.
In accordance with our certificate of incorporation, the Board has assigned each member of the Board to one of the three classes, with the number of directors in each class divided as equally as reasonably possible. As of the date of this Proxy Statement, there are four Class I seats, four Class II seats (with one vacancy), and four Class III seats constituting the 12 seats on the Board.
Stockholders are being asked to vote for the four Class I nominees listed below to serve until our 2023 Annual Meeting of Stockholders and until each such director’s successor has been elected and qualified, or until each such director’s earlier death, resignation or removal. The nominees are all current directors of Amyris.
Vote Required and Board Recommendation
Directors are elected by a plurality of the votes properly cast in person or by proxy. This means that the four Class I nominees receiving the highest number of affirmative (i.e., “For”) votes will be elected. At the annual meeting, proxies cannot be voted for a greater number of persons than the four nominees named in this Proposal 1 and stockholders cannot cumulate votes in the election of directors. Shares represented by executed proxies will be voted by the proxy holders, if authority to do so is not withheld for any or all of the nominees, “For” the election of the four nominees named below. If any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for a nominee, if any, designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee up for election is unable or will decline to serve as a director. If you hold shares through a bank, broker or other Intermediary of record, you must instruct your bank, broker or other Intermediary of record how to vote so that your vote can be counted on this proposal. Broker non-votes will not count toward the vote total for this proposal and therefore will not affect the outcome of this proposal.
The Board recommends a vote “FOR” each nominee.
 
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Business Experience and Qualifications of Directors
The following tables and biographies set forth information for each nominee for election at the 2020 annual meeting and for each director of Amyris whose term of office will continue after the 2020 annual meeting:
Nominees for Class I Directors for a Term Expiring in 2023
Name
Age
Amyris Offices and Positions
Geoffrey Duyk, M.D., Ph.D. 60
Director, Interim Chair of the Board and Member of Audit Committee and Operations and Finance Committee
Steven Mills 64
Director, Chair of Audit Committee, Chair of Operations and Finance Committee and member of Leadership Development and Compensation Committee
Carole Piwnica 61
Director, Chair of Leadership Development and Compensation Committee and Member of Nominating and Governance Committee and Operations and Finance Committee
James McCann 68 Director
Dr. Geoffrey Duyk has been a member of the Board since May 2012 and has served as the interim Chair of the Board since May 2014. Dr. Duyk previously served on the Board from May 2006 to May 2011. Dr. Duyk is a partner of Circularis Partners LP, a technology focused investment firm. Previously, Dr. Duyk served as a partner and managing director of TPG Alternative & Renewable Technologies, a technology focused investment firm (together with its affiliates, “TPG”), from 2004 to 2017. Prior to TPG, he served on the board of directors and was President of Research and Development at Exelixis, Inc., a biopharmaceutical company focusing on drug discovery, from 1996 to 2003. Prior to Exelixis, Dr. Duyk was Vice President of Genomics and one of the founding scientific staff at Millennium Pharmaceuticals, from 1993 to 1996. Before that, Dr. Duyk was an Assistant Professor at Harvard Medical School in the Department of Genetics and Assistant Investigator of the Howard Hughes Medical Institute. Dr. Duyk currently serves on the boards of directors of: Anuvia Plant Nutrients; Concentric Ag Corporation (formerly Inocucor Technologies, Inc.); and ReGen Holdings Limited as well as on the nonprofit Case Western Reserve University Board of Trustees. Dr. Duyk is also a member of the Institute Board of Directors of the Moffitt Cancer Center where he chairs the Research and Development committee. Dr. Duyk serves as a member of Scientific Advisory Boards for HudsonAlpha, and Lawrence Berkeley National Laboratory (DOE). Previously, Dr. Duyk served as a member of Scientific Advisory Boards for Bayer CropSciences, The Jackson Labs as well as numerous NIH advisory committees. He served on the board of directors of Beta Renewables from 2011 to 2017, Elevance Renewable Sciences from 2007 to 2018, The American Society of Human Genetics (nonprofit) from 2012 to 2018, EPIRUS Biopharmaceuticals, Inc. from July 2014 to July 2016, Galleon Pharmaceuticals, Inc. from 2007 to 2016, Genomatica, Inc. from 2012 to 2017, Karos Pharmaceuticals, Inc. from 2010 to 2015, The Wesleyan University Board of Trustees from 2008 to June 2014, Aerie Pharmaceuticals from August 2005 to June 2017, and DNAnexus, Inc. from 2011 to 2017. Dr. Duyk holds a Bachelor of Arts degree in Biology from Wesleyan University and a Ph.D. in Biochemistry and M.D. from Case Western Reserve University. Dr. Duyk’s experience with the biotechnology industry enables him to provide insight and guidance to our management team and Board.
Carole Piwnica has been a member of the Board since September 2009. Ms. Piwnica has been director of NAXOS S.A.R.L. (Switzerland), a consulting firm advising private investors, since January 2019 and director and chair of Arianna S.A. SICAF-SIF since April 2019. Previously, Ms. Piwnica was the director of Naxos UK from 2008 to 2018. She served as a director, from 1996 to 2006, and Vice-Chairman of Governmental Affairs, from 2000 to 2006, of Tate & Lyle Plc, a European food and agricultural ingredients company. She was a chairman of Amylum Group, a European food ingredient company and affiliate of Tate & Lyle Plc, from 1996 to 2000. Ms. Piwnica was a member of the board of directors of Aviva plc, a British insurance company, from May 2003 to December 2011, a member of the Biotech Advisory Council of Monsanto from
 
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May 2006 to October 2009, a member of the board of directors of Dairy Crest from 2007 until 2010, a member of the board of directors of Toepfer Gmbh from 1996 until 2010, a member of the board of directors of Louis Delhaize from 2010 until 2013 and a member of the board of directors of Eutelsat from 2010 until 2019. In 2010, Ms. Piwnica was appointed as a member of the board of Sanofi. In 2014, she was appointed as a member of the board of Rothschild. Ms. Piwnica holds a Law degree from the Université Libre de Bruxelles and a Master of Laws degree from New York University. She was also a member of the bar association of the state of New York, USA from 1985 until 2019 and was a member of the bar association of Paris, France from 1988 until 2013. Based on her multinational corporate leadership experience and extensive legal and corporate governance experience, Ms. Piwnica contributes guidance to the management team and the Board in leadership of multinational agricultural processing businesses and on legal and corporate governance obligations and best practices.
Steven Mills has been a member of the Board since August 2018. Mr. Mills has 40 years of experience in the fields of accounting, corporate finance, strategic planning, risk management, and mergers and acquisitions. He served as Chief Financial Officer of Amyris from May 2012 to December 2013. Prior to joining Amyris, Mr. Mills had a 33-year career at Archer-Daniels-Midland Company (“ADM”), one of the world’s largest agricultural processors and food ingredient providers. At ADM, he held various senior executive roles, including Chief Financial Officer, Controller, and head of Global Strategic Planning. Since 2013, Mr. Mills has served as a consultant and advisor to clients in the private equity, agribusiness, and financial services fields. Mr. Mills currently serves on the boards of Black Hills Corporation (where he serves as the lead director), Farmers Edge, Inc., Illinois College (where he also serves as the chairman of the board), First Illinois Corporation (along with its wholly-owned banking subsidiary, Hickory Point Bank & Trust) and Arianna S.A. SICAF-SIF. Mr. Mills holds a Bachelor of Science degree in Mathematics from Illinois College. Mr. Mills’ familiarity with Amyris, as well as his expertise in accounting, finance and management, enables him to assist our management team and Board build and improve on our business and financial processes and management.
James McCann has been a member of the Board since May 2019. Mr. McCann is the founder and chairman of the board of directors of 1-800-FLOWERS.COM, Inc., a floral and gourmet foods gift retailer and distribution company founded in 1976, and served as chief executive officer of 1-800-FLOWERS.COM, Inc. from 1976 until June 2016. Mr. McCann also serves on the board of directors of International Game Technology PLC (formerly GTECH S.p.A. and Lottomatica Group S.p.A.) and has previously served on the board of directors of Willis Towers Watson PLC (formerly Willis Group Holdings PLC) from 2004 until May 2019 and The Scotts Miracle-Gro Company from 2014 until January 2020. Mr. McCann brings to the Board extensive experience in business leadership and innovation, which enables him to assist in the growth and development of our business.
Incumbent Class II Directors with a Term Expiring in 2021
Name
Age
Amyris Offices and Positions
Philip Eykerman 51 Director
Frank Kung, Ph.D. 71
Director, Member of Operations and Finance Committee
John Melo 54 Director, President and Chief Executive Officer
Philip Eykerman has been a member of the Board since May 2017. Mr. Eykerman has served as the Executive Vice-President, Corporate Strategy & Acquisitions of Koninklijke DSM N.V. (together with its affiliates, “DSM”), a global science-based company in nutrition, health and sustainable living and an entity with which Amyris has a commercial and financial relationship and which is an owner of greater than five percent of the Company’s outstanding common stock, since 2011. In this role, he is responsible for corporate and business group strategy development, budgeting and planning, improvement programs, and all M&A activities for DSM. In 2015, he was also appointed as a member of the DSM Executive Committee and at present is also responsible for the DSM Food Specialties as well as DSM Hydrocolloids activities. Next to these roles within DSM, he is also a Supervisory Board member of ChemicaInvest (DSM/CVC JV), AnQore TopCo B.V., and AOC Aliancys (DSM/CVC JV), and previously served as a member of the Supervisory Board of Patheon N.V. from March 2014 to August 2017. Before joining DSM, Mr. Eykerman worked for
 
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14 years at McKinsey & Company of which the last 9 years as a Partner and leader of McKinsey’s Chemicals Practice in the Benelux and France. Before that, he worked as a process/ project engineer for Fluor Daniel. He holds a Master’s degree in Chemical Engineering from the KU Leuven (Belgium), and a Master’s degree in Refinery Engineering from the Institut Francais du Pétrole (France). Mr. Eykerman’s experience in corporate strategy, mergers and acquisitions and operations enables him to provide insight to the Board regarding potential new opportunities for Amyris.
Dr. Frank Kung has been a member of the Board since November 2017. Dr. Kung is a founding member of Vivo Capital LLC (“Vivo”), a healthcare focused investment firm founded in 1996 in Palo Alto, California, whose fund under management is an owner of greater than five percent of the Company’s outstanding common stock. Dr. Kung started his career in the biotechnology industry in 1979 when he joined Cetus Corporation. He later co-founded Cetus Immune Corporation in 1981, which was acquired by its parent company in 1983. In 1983, he co-founded Genelabs Technologies, Inc. where he served as Chairman and CEO until 1995. During his tenure in Genelabs, he brought the company public in 1991, and built it to a 175 employee international biotech company with operations in the United States, Belgium, Singapore, Switzerland and Taiwan. Dr. Kung holds a Bachelor of Science degree in chemistry from the National Tsing Hua University in Taiwan, and a Doctor of Philosophy degree in molecular biology and a Master of Business Administration degree from the University of California, Berkeley. Dr. Kung currently serves on the board of directors of a number of healthcare and biotechnology companies. Dr. Kung’s experience in healthcare and biotechnology and investing in companies enables him to provide the Board and management with guidance regarding the Company’s business strategy and access to financial markets.
John Melo has nearly three decades of combined experience as an entrepreneur and thought leader in the global fuels industry and technology innovation. Mr. Melo has served as our Chief Executive Officer and a director since January 2007 and as our President since June 2008. Before joining Amyris, Mr. Melo served in various senior executive positions at BP Plc (formerly British Petroleum), one of the world’s largest energy firms, from 1997 to 2006, most recently as President of U.S. Fuels Operations. During his tenure at BP, Mr. Melo also served as Chief Information Officer of the refining and marketing segment, Senior Advisor for e-business strategy to Lord Browne, BP Chief Executive, and Director of Global Brand Development. Before joining BP, Mr. Melo was with Ernst & Young, an accounting firm, and a member of the management teams of several startup companies, including Computer Aided Services, a management systems integration company, and Alldata Corporation, a provider of automobile repair software to the automotive service industry. Mr. Melo currently serves on the board of directors of Renmatix, Inc., the Industrial and Environmental section of the Biotechnology Innovation Organization, and the California Life Sciences Association. Mr. Melo was formerly an appointed member to the U.S. section of the U.S.-Brazil CEO Forum. Mr. Melo’s experience as a senior executive at one of the world’s largest energy companies provides critical leadership in shaping strategic direction and business transactions, and in building teams to drive innovation.
Incumbent Class III Directors with a Term Expiring in 2022
Name
Age
Amyris Offices and Positions
John Doerr 68
Director, Chair of Nominating and Governance Committee
Christoph Goppelsroeder 61 Director
Lisa Qi 48 Director
Patrick Yang, Ph.D. 71
Director, Member of Leadership Development and Compensation Committee
John Doerr has been a member of the Board since 2006. Mr. Doerr has been Chairman at Kleiner Perkins Caufield & Byers (“KPCB”), a venture capital firm, since 1980. Mr. Doerr currently serves on the board of directors of Alphabet Inc., as well as on the board of directors of numerous private companies, and previously served as a director of Zynga, Inc. from April 2013 to May 2017. Mr. Doerr holds a Bachelor of Science degree and a Master’s degree in electrical engineering from Rice University, and a Master of Business Administration degree from Harvard University. Mr. Doerr’s global business leadership as general partner of KPCB, as well as his outside board experience as director of several public and private companies, enables him to provide valuable insight and guidance to our management team and the Board.
 
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Christoph Goppelsroeder has been a member of the Board since November 2017. Mr. Goppelsroeder has served as the President and CEO of DSM Nutritional Products Ltd., a supplier of vitamins, carotenoids and other nutritional solutions, since 2013 and is a member of the DSM Executive Committee. Mr. Goppelsroeder has previously worked at Boston Consulting, Syngenta in its seed care business unit, and F. Hoffman-La Roche in its fine chemicals and vitamins division until the acquisition of such division by DSM in 2003. Mr. Goppelsroeder holds a degree in Engineering from the Swiss Federal Institute of Technology and a Master of Business Administration degree from Insead, Fontainebleau. Mr. Goppelsroeder’s experience in the health and nutrition market enables him to provide the Board with critical insight into potential growth areas of the Company’s business.
Lisa Qi has been a member of the Board since May 2019. Ms. Qi is the founder and chief executive officer of Silver Gift Limited and Daling Xinchao (Beijing) Trading Co., Ltd., which operate the Daling Family e-commerce platform in China. Ms. Qi brings deep knowledge and significant experience in the areas of e-commerce, product branding, sales and the management of high-growth companies, which enable her to make a strategic contribution to the Board and provide guidance to the management team in these areas.
Dr. Patrick Yang has been a member of the Board since July 2014. Dr. Yang is a biotech industry consultant. He was Executive Vice President of Juno Therapeutics, Inc., a biopharmaceutical company focused on developing innovative cellular immunotherapies for the treatment of cancer, from September 2017 to January 2019. From January 2010 through March 2013, Dr. Yang served as Executive Vice President and Global Head of Technical Operations for F. Hoffmann-La Roche Ltd. (“Roche”), where he was responsible for Roche’s pharmaceutical and biotech manufacturing operations, process development, quality, regulatory, supply management and distribution functions. Before joining Roche, Dr. Yang worked for Genentech Inc., where he served as Executive Vice President of Product Operations, and was responsible for manufacturing, process development, quality, regulatory affairs and distribution functions. Prior to joining Genentech Inc., Dr. Yang worked for Merck & Co., where he held several leadership roles including Vice President of Asia/Pacific Manufacturing Operations and Vice President of Supply Chain Management. He also previously worked at General Electric Co. and Life Systems, Inc. Dr. Yang currently serves on the boards of directors of Codexis, Inc. and PharmaEssentia Corporation, and previously served on the board of directors of Andeavor (formerly Tesoro Corporation) from December 2010 to September 2018, and Celladon Corporation from March 2014 until May 2015. Dr. Yang’s experience with the biotechnology industry and operations enable him to provide insight and guidance to our management team and the Board in these areas.
Arrangements Concerning Selection of Directors
In February 2012, pursuant to a Letter Agreement (the “Letter Agreement”) entered into in connection with the sale of our common stock to certain investors including Biolding Investment SA (“Biolding”), Naxyris S.A. (“Naxyris”), an investment vehicle owned by Naxos Capital Partners S.C.A. (“Naxos”), and Maxwell (Mauritius) Pte Ltd (“Maxwell”), we agreed to appoint, and to use reasonable efforts consistent with the Board’s fiduciary duties to cause the re-nomination by the Board in the future of:

One person designated by Biolding to serve as a member of the Board. Pursuant to the Letter Agreement, Biolding designated His Highness Sheikh Abdullah bin Khalifa Al Thani (“HH”) to serve as the Biolding representative on the Board, and HH was appointed to the Board in March 2012. Pursuant to the Letter Agreement, Biolding’s designation rights would terminate upon either a sale of Amyris or Biolding holding less than 173,010 shares of our common stock. On May 14, 2019, HH resigned from the Board, and in connection therewith Biolding permanently waived its Board designation right.

One person designated by Naxyris to serve as a member of the Board. Pursuant to the Letter Agreement, Naxyris designated Ms. Piwnica (who was already on the Board) to serve as the Naxyris representative on the Board. Naxyris’ designation rights terminate upon either a sale of Amyris or Naxyris holding less than 115,340 shares of our common stock. As of March 31, 2020, Naxyris beneficially owned 5,743,038 shares of our common stock, representing approximately 3.4% of our outstanding common stock. Ms. Piwnica holds interests in and is director of NAXOS S.A.R.L., a consulting firm advising private investors and an affiliate of Naxos. In addition, on August 22, 2019, Ms. Piwnica became the indirect owner of both Naxyris and Naxos through her ownership of
 
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Arianna S.A. SICAF-SIF. Ms. Piwnica receives compensation and benefits from both Naxyris and NAXOS S.A.R.L. pursuant to their respective standard compensation policies and practices.
In June 2010, we issued 7,101,548 shares of our Series D preferred stock to Total Raffinage Chimie (“Total”) that converted into 643,401 shares of our common stock upon the completion of our initial public offering in September 2010. In connection with such equity investment, we entered into a letter agreement with Total, pursuant to which we agreed to appoint a person designated by Total to serve as a member of the Board, and to use reasonable efforts consistent with the Board’s fiduciary duties to cause the director designated by Total to be re-nominated by the Board in the future. Pursuant to the letter agreement, Total initially designated Philippe Boisseau to serve as the Total representative on the Board and, following Mr. Boisseau’s resignation from the Board in October 2016, Total designated Christophe Vuillez to serve as the Total representative on the Board. Mr. Vuillez resigned from the Board on May 20, 2019 and Total has not designated a replacement for Mr. Vuillez. Total’s designation rights terminate upon the earlier of Total holding less than 321,700 shares of our common stock or a sale of Amyris. As of March 31, 2020, Total beneficially owned 9,176,833 shares of our common stock, representing approximately 5.6% of our outstanding common stock.
Pursuant to a Stockholder Agreement entered into in May 2017, and subsequently amended and restated in August 2017, in connection with the sale of our Series B 17.38% Convertible Preferred Stock and warrants to DSM (the “DSM Stockholder Agreement”), we agreed to appoint, and to use reasonable efforts consistent with the Board’s fiduciary duties to cause the re-nomination by the Board in the future of, two persons designated by DSM to serve as members of the Board. Pursuant to the DSM Stockholder Agreement, DSM initially designated Mr. Eykerman to serve as a DSM representative on the Board and, following the amendment and restatement of the DSM Stockholder Agreement in August 2017, DSM designated Mr. Goppelsroeder to serve as the second DSM representative on the Board. DSM’s designation rights terminate, with respect to one designee, at such time as DSM beneficially owns less than 10% of our outstanding common stock and, with respect to both designees, at such time as DSM beneficially owns less than 4.5% of our outstanding common stock. As of March 31, 2020, DSM beneficially owned 27,001,551 shares of our common stock, representing approximately 15.2% of our outstanding common stock. Messrs. Eykerman and Goppelsroeder are employees of DSM and receive compensation and benefits from DSM pursuant to its standard compensation policies and practices.
In August 2017, pursuant to a Stockholder Agreement (the “Vivo Stockholder Agreement”) entered into in connection with the sale of our common stock, Series D Convertible Preferred Stock and warrants to Vivo Capital LLC (“Vivo”), we agreed to appoint, and to use reasonable efforts consistent with the Board’s fiduciary duties to cause the re-nomination by the Board in the future of, one person designated by Vivo to serve as a member of the Board. Pursuant to the Vivo Stockholder Agreement, Vivo designated Dr. Kung to serve as the Vivo representative on the Board. Vivo’s designation rights terminate at such time as Vivo beneficially owns less than 4.5% of our outstanding common stock. As of March 31, 2020, Vivo beneficially owned 16,868,473 shares of our common stock, representing approximately 9.7% of our outstanding common stock. Dr. Kung is a founding member of Vivo and receives compensation and benefits from Vivo pursuant to its standard compensation policies and practices.
Mr. Doerr and Dr. Duyk were initially designated to serve on the Board by KPCB and TPG, respectively, pursuant to a voting agreement as most recently amended and restated on June 21, 2010 (Dr. Duyk resigned from the Board in May 2011 and was re-appointed to the Board in May 2012). As of the date of this Proxy Statement, notwithstanding the expiration of the voting agreement upon completion of our initial public offering in September 2010, Mr. Doerr and Dr. Duyk continue to serve on the Board and we expect each of them to continue to serve as a director until his resignation or until his successor is duly elected by the holders of our common stock. Mr. Doerr receives compensation and benefits from KPCB pursuant to its standard compensation policies and practices, and Dr. Duyk retains a carried interest in certain funds managed by TPG.
Independence of Directors
Under the corporate governance rules of The Nasdaq Stock Market (“Nasdaq”), a majority of the members of the Board must qualify as “independent,” as affirmatively determined by the Board. The Board and the Nominating and Governance Committee of the Board consult with our legal counsel to ensure that
 
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the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of ”independent,” including those set forth in the applicable Nasdaq rules. The Nasdaq criteria include various objective standards and a subjective test. A member of the Board is not considered independent under the objective standards if, for example, he or she is, or at any time during the past three years was, employed by Amyris, he or she received compensation (other than standard compensation for Board service) in excess of  $120,000 during a period of twelve months within the past three years, or he or she is an executive officer of any organization to which Amyris made, or from which Amyris received, payments for property or services (other than payments arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs) in the current or any of the past three fiscal years that exceed 5% of the recipient’s gross revenues for that year, or $200,000, whichever is more.
The subjective test under the Nasdaq rules for director independence requires that each independent director not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The subjective evaluation of director independence by the Board was made in the context of the objective standards referenced above. In making independence determinations, the Board generally considers commercial, financial and professional services, and other transactions and relationships between Amyris and each director and his or her family members and affiliated entities.
Based on such criteria, the Board determined that (i) Mr. Melo is not independent because he is an Amyris employee and (ii) Messrs. Eykerman and Goppelsroeder are not independent because they are each employees of DSM (with which we have commercial and financial relationships, as described below under “Transactions with Related Persons”).
For each of the directors other than Messrs. Melo, Eykerman and Goppelsroeder, the Board determined that none of the transactions or other relationships of such directors (and their respective family members and affiliated entities) with Amyris, our executive officers and our independent registered public accounting firm exceeded Nasdaq objective standards and none would otherwise interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. The following is a description of these relationships:

Mr. Doerr indirectly owns all of the membership interests in Foris Ventures, LLC (“Foris”), which beneficially owned 67,268,358 shares of our common stock representing approximately 37.8% of our outstanding common stock as of March 31, 2020. Mr. Doerr is also a manager of the general partners of entities affiliated with KPCB Holdings, Inc. As of March 31, 2020, KPCB Holdings, Inc., as nominee for entities affiliated with KPCB, held 278,882 shares of our common stock, which represented approximately 0.2% of our outstanding common stock.

Dr. Kung is a founding member of, and was designated to serve as a director by Vivo. As of March 31, 2020, Vivo beneficially owned 16,868,473 shares of our common stock, representing approximately 9.7% of our outstanding common stock. In addition, Dr. Kung’s daughter is a non-executive employee of Amyris.

Ms. Piwnica was designated to serve as a director by Naxyris. On August 22, 2019, Ms. Piwnica became the indirect owner of 100% of Naxyris through Arianna S.A. SICAF-SIF. As of March 31, 2020, Naxyris beneficially owned 5,743,038 shares of our common stock, representing approximately 3.4% of our outstanding common stock.
Consistent with these considerations, after a review of all relevant transactions and relationships between each director, any of his or her family members and affiliated entities, Amyris, our executive officers and our independent registered public accounting firm, the Board affirmatively determined that a majority of the Board is comprised of independent directors, and that the following directors are independent: John Doerr, Geoffrey Duyk, Frank Kung, James McCann, Steven Mills, Carole Piwnica, Lisa Qi and Patrick Yang.
 
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Board Leadership Structure
The Board is composed of our Chief Executive Officer, John Melo, and ten non-management directors. Geoffrey Duyk, one of our independent directors, currently serves the principal Board leadership role as the Board’s interim Chair. The Board expects to appoint an independent director as permanent Chair. The Board does not have any policy that the Chair must necessarily be separate from the Chief Executive Officer, but the Board appointed Dr. Duyk as interim Chairman in May 2014 until a permanent Chair could be identified. Dr. Duyk’s (and his successor’s) responsibilities as Board Chair include working with management to develop agendas for Board meetings, calling special meetings of the Board, presiding at executive sessions of independent Board members, gathering input from Board members on Chief Executive Officer performance and providing feedback to the Chief Executive Officer, gathering input from Board members after meetings and through an annual self-assessment process and communicating feedback to the Board and the Chief Executive Officer, as appropriate, and serving as Chief Executive Officer in the absence of another designated Chief Executive Officer. The Board believes that having an independent Chair helps reinforce the Board’s independence from management in its oversight of our business and affairs. In addition, the Board believes that this structure helps to create an environment that is conducive to objective evaluation and oversight of management’s performance and related compensation, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and those of our stockholders. Further, this structure permits our Chief Executive Officer to focus on the management of our day-to-day operations. Accordingly, we believe our current Board leadership structure contributes to the effectiveness of the Board as a whole and, as a result, is the most appropriate structure for us at the present time.
Role of the Board in Risk Oversight
We consider risk as part of our regular evaluation of business strategy and decisions. Assessing and managing risk is the responsibility of our management, which establishes and maintains risk management processes, including prioritization processes, action plans and mitigation measures, designed to balance the risk and benefit of opportunities and strategies. It is management’s responsibility to anticipate, identify and communicate risks to the Board and/or its committees. The Board as a whole oversees our risk management systems and processes through regular communications with management and quarterly discussions with the Audit Committee and/or the Board, as applicable. As part of its oversight role, the Audit Committee receives updates regarding enterprise risk prioritization and mitigation and engages in discussions with management on a regular basis. In addition, the Board uses its committees to assist in its risk oversight function as follows:

The Audit Committee has responsibility for overseeing our financial controls and risk and legal and regulatory matters.

The Leadership Development and Compensation Committee (“LDCC”) is responsible for oversight of risk associated with our compensation programs and plans.

The Nominating and Governance Committee (“NGC”) is responsible for oversight of Board processes and corporate governance related risks.

The Operations and Finance Committee (“Operations Committee”) is responsible for oversight of risk associated with our business operations and financing activities.
The Board receives regular reports from committee Chairs regarding the committees’ activities. In addition, discussions with the Board regarding our strategic plans and objectives, business results, financial condition, compensation programs, strategic transactions, and other matters include discussions of the risks associated with the particular item under consideration.
Meetings of the Board and Committees
During 2019, the Board held six meetings, and its four standing committees during 2019 (the Audit Committee, LDCC, NGC and Operations Committee) collectively held 70 meetings. Of such meetings, the Audit Committee held 53 meetings, the LDCC held eight meetings, the NGC held four meetings and the Operations Committee held five meetings. With the exception of Messrs.. Kung, and Goppelsroeder and Ms. Piwnica, each incumbent director attended at least 75% of the meetings of the Board and of the
 
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committees on which such director served that were held during the period that such director served in 2019. The Board’s policy is that directors are encouraged to attend our annual meetings of stockholders. No directors attended our 2019 annual meeting of stockholders.
The following table provides membership and meeting information for the Board and its standing committees in 2019:
Member of the Board in 2019
Board
Audit
Committee
Leadership
Development
and
Compensation
Committee
Nominating
and
Governance
Committee
Operations
and
Finance
Committee
John Doerr
X
Chair
Geoffrey Duyk
Chair
X
X
Philip Eykerman
X
Christoph Goppelsroeder(1)
X
Frank Kung(2)
X
X
James McCann(3)
X
John Melo
X
Steven Mills
X
X
X
Chair
Carole Piwnica(4)
X
Chair
X
X
Lisa Qi(3)
X
HH Sheikh Abdullah bin Khalifa Al Thani(5)
X
Christophe Vuillez(6)
X
R. Neil Williams
X
Chair
X
Patrick Yang
X
X
Total meetings in 2019(7)
6
53(8)
8
4
5
(1)
Mr. Goppelsroeder attended 3 of 6 Board meetings held during 2019.
(2)
Mr. Kung attended 4 of 6 Board meetings held during 2019 and 3 of 5 Operations Committee meetings held in 2019.
(3)
Mr. McCann and Ms. Qi were appointed to the Board on May 14, 2019.
(4)
Ms. Piwnica attended 3 of 5 Operations Committee meetings held in 2019.
(5)
HH attended 0 of 6 Board meetings held during 2019. HH resigned from the Board effective May 14, 2019.
(6)
Mr. Vuillez attended 2 of 6 Board meetings held during 2019. Mr. Vuillez resigned from the Board effective May 20, 2019.
(7)
Includes one concurrent meeting of the Board and the LDCC.
(8)
During 2019, the Audit Committee held special meetings in connection with the restatement of our financial statements for the year ended December 31, 2017, and the quarterly and year-to-date periods ended March 31, 2018, June 30, 2018 and September 30, 2018,
Committees of the Board
The Board has established an Audit Committee, a LDCC, a NGC and an Operations Committee, each as described below. Members are appointed by the Board to serve on these committees until their resignations or until otherwise determined by the Board.
 
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Audit Committee
The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”), and assists the Board in fulfilling the Board’s oversight of our accounting and system of internal controls, the quality and integrity of our financial reports, legal and regulatory matters, and the retention, independence and performance of our independent registered public accounting firm.
Under Nasdaq rules, we must have an audit committee of at least three members, each of whom must be independent as defined under the rules and regulations of Nasdaq and the Securities and Exchange Commission (the “SEC”). Our Audit Committee is currently composed of two directors: Dr. Duyk and Mr. Mills. Mr. Mills was appointed by the Board as the Chair of the Audit Committee on February 26, 2020, effective April 1, 2020. Before that, Neil Williams was the Chair of the Audit Committee from May 2013 through his resignation, effective March 31, 2020. Management is currently working to appoint a third member to the Audit Committee in order to maintain compliance with the independence requirements of applicable Nasdaq and SEC rules and regulations. The Board has determined that each member of the Audit Committee is independent (as defined in the relevant Nasdaq and SEC rules and regulations), and is financially literate and able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, the Board has determined that Mr. Mills is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with employment experience in finance and accounting and other comparable experience that results in his financial sophistication. Being an “audit committee financial expert” does not impose on Mr. Mills any duties, obligations or liabilities that are greater than are generally imposed on him as a member of the Audit Committee and the Board. The Board has adopted a written charter for our Audit Committee that is posted on our company website at http://investors.amyris.com/corporate-governance.
The Audit Committee performs, among others, the following functions:

oversees our accounting and financial reporting processes and audits of our consolidated financial statements;

oversees our relationship with our independent auditors, including appointing or changing our independent auditors and ensuring their independence;

oversees IT risk management and cybersecurity matters;

reviews and approves the audit and permissible non-audit services to be provided to us by our independent auditors;

facilitates communication among our independent auditors, our financial and senior management, and the Board; and

monitors the periodic reviews of the adequacy of our accounting and financial reporting processes and systems of internal control that are conducted by our independent auditors and our financial and senior management.
In addition, the Audit Committee generally reviews and approves any proposed transaction between Amyris and any related party, establishes procedures for the receipt, retention and treatment of complaints received by Amyris regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by Amyris employees of their concerns regarding suspected violations of laws, governmental rules or regulations, accounting, internal accounting controls or auditing matters, or company policies (including the administration of our whistleblower policy), and oversees the review of any complaints and submissions received through the complaint and anonymous reporting procedures.
Leadership Development and Compensation Committee
Under Nasdaq rules, compensation of the executive officers of a company must be determined, or recommended to the Board for determination, either by independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate, or by a compensation committee composed solely of independent directors. Amyris has established the LDCC for such matters,
 
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which is currently composed of three directors: Mr. Mills, Ms. Piwnica and Dr. Yang. Ms. Piwnica is the Chair of the LDCC. The Board, after consideration of all factors specifically relevant to determining whether any of Mr. Mills, Ms. Piwnica or Dr. Yang has a relationship to Amyris that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to, (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by Amyris to such director and (ii) whether such director is affiliated with Amyris, has determined that each member of the LDCC is independent (as defined in the relevant Nasdaq and SEC rules and regulations). The Board has adopted a written charter for our LDCC that is posted on our company website at http://investors.amyris.com/corporate-governance.
The purpose of the LDCC is to provide guidance and periodic monitoring for all of our compensation, benefits and equity programs. The LDCC, through delegation from the Board, has principal responsibility to evaluate, recommend, approve and review executive officer and director compensation arrangements, plans, policies and programs maintained by Amyris, and may also make recommendations to the Board regarding the Board’s remaining responsibilities relating to executive compensation. The LDCC discharges the responsibilities of the Board relating to compensation of our executive officers, and, among other things:

reviews and approves the compensation of our executive officers;

reviews and recommends to the Board the compensation of our non-employee directors;

reviews and recommends to the Board the terms of material amendments to equity compensation agreements with our executive officers;

reviews and approves the terms of cash-based compensation agreements with our executive officers;

reviews and approves the administration our stock and equity incentive plans;

reviews and makes recommendations to the Board with respect to incentive compensation and equity incentive plans other than as described above;

establishes and reviews our overall compensation strategy; and

reviews with the Chief Executive Officer and Board leadership the succession plans for senior management positions.
The LDCC also reviews the Executive Compensation section of our Proxy Statement, and has previously prepared a report of the LDCC for inclusion in prior proxy statements in accordance with SEC rules. The LDCC has authority to form and delegate authority to subcommittees, as appropriate.
The Board has established a Management Committee for Employee Equity Awards (“MCEA”), consisting of our Chief People Officer and our Chief Executive Officer. The MCEA may grant equity awards to employees who are not officers (as that term is defined in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 16a-1 promulgated under the Exchange Act) of Amyris, provided that the MCEA is only authorized to grant equity awards that meet grant guidelines approved by the Board or LDCC. These guidelines set forth, among other things, any limit imposed by the Board or LDCC on the total number of shares of our common stock that may be subject to equity awards granted to employees by the MCEA, and any requirements as to the size of an award based on the seniority of an employee or other factors.
Under its charter, the LDCC has the authority, at Amyris’ expense, to retain legal and other consultants, accountants, experts and compensation or other advisors of its choice to assist the LDCC in connection with its functions. Compensia, Inc. (“Compensia”) served as the Committee’s compensation consultant from 2012 through 2018. In addition, during the past fiscal year, the LDCC engaged Compensia, as its compensation consultant. Compensia provided the following services during 2019 (or in connection with 2019 compensation):

reviewed and provided recommendations on the composition of Amyris’s compensation peer group, and provided compensation data relating to certain executives at the selected peer group companies;

conducted a review of the total compensation arrangements for executive officers of Amyris;

provided advice on executive officers’ compensation, including composition of compensation for base salary, short-term incentive (cash bonus) plan and long-term incentive (equity) plans;
 
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provided advice on executive officers’ cash bonus plan;

assisted with executive equity program design, including analysis of equity mix, aggregate share usage and target grant levels;

provided advice and recommendations regarding executive perquisites and Amyris’s executive severance plan;

updated the LDCC on emerging trends/best practices and regulatory requirements in the area of executive and director compensation, including equity and cash compensation; and

provided advice and recommendations regarding certain non-executive employee compensation arrangements and equity grants.
The LDCC determined that Compensia did not have any relationships with Amyris or any of its officers or directors or any conflicts of interest that would impair Compensia’s independence.
The Human Resources, Finance and Legal departments of Amyris work with our Chief Executive Officer to design and develop new compensation programs applicable to our executive officers and non-employee directors, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer group compensation comparisons and other committee briefing materials, and to implement the decisions of the LDCC. Members of the Human Resources departments and our Chief Executive Officer also meet separately with Compensia to convey information on proposals that management may make to the LDCC, as well as to allow Compensia to collect information about Amyris to develop its recommendations. In addition, our Chief Executive Officer conducts reviews of the performance and compensation of our other executive officers, and based on these reviews and input from Compensia and our Human Resources department, makes recommendations regarding compensation for such executive officers directly to the LDCC.
For the Chief Executive Officer’s compensation, Compensia reviews relevant market data with the Chair of the LDCC, as well as the performance of the Chief Executive Officer, and based on such review makes a recommendation regarding the Chief Executive Officer’s compensation, which is then presented to the LDCC. None of our executive officers participated in the determinations or deliberations of the LDCC regarding the amount of any component of his or her own 2019 compensation.
Operations and Finance Committee
On May 14, 2019, the Board established the Operations Committee, which is currently composed of four directors: Drs. Duyk and Kung, Mr. Mills and Ms. Piwnica. Mr. Mills is the Chair of the Operations Committee. The Board has determined that each member of the Operations Committee is independent (as defined in the relevant Nasdaq and SEC rules and regulations). The Board has adopted a written charter for our Operations Committee that is posted on our company website at http://investors.amyris.com/corporate-governance.
The purpose of the Operations Committee is to assist the Board with respect to financial and operational matters and transactions, including:

reviewing and approving significant capital expenditures and strategic operational and financing transactions;

overseeing the Company’s capitalization, including the structure and amount of its debt and equity;

reviewing the Company’s business operations and plans and operational performance; and

reviewing the Company’s business operations and plans that may involve sensitive competitive issues.
 
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Nominating and Governance Committee
Under Nasdaq rules, director nominees must be selected, or recommended for the Board’s selection, either by independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate, or by a nominations committee composed solely of independent directors. Amyris has established the Nominating and Governance Committee for such matters, which is currently composed of two directors: Mr. Doerr and Ms. Piwnica. Mr. Doerr is the Chair of the Nominating and Governance Committee. The Board has determined that each member of the Nominating and Governance Committee is independent (as defined in the relevant Nasdaq and SEC rules and regulations). The Board has adopted a written charter for our Nominating and Governance Committee that is posted on our company website at http://investors.amyris.com/corporate-governance.
The purpose of the Nominating and Governance Committee is to ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and Amyris, and to assist the Board with respect to corporate governance matters, including:

identifying, considering and nominating candidates for membership on the Board;

developing, recommending and periodically reviewing corporate governance guidelines and policies for Amyris (including our Corporate Governance Principles, Code of Business Conduct and Ethics and Insider Trading Policy); and

advising the Board on corporate governance and Board performance matters, including recommendations regarding the structure and composition of the Board and Board committees.
The Nominating and Governance Committee also monitors the size, leadership and committee structure and composition of the Board and makes any recommendations for changes to the Board, reviews our narrative disclosures in SEC filings regarding the director nomination process, director qualifications, Board leadership structure and risk oversight by the Board, considers and approves requested waivers for our directors or executive officers under our Code of Business Conduct and Ethics, reviews and makes recommendations to the Board regarding formal procedures for stockholder communications with members of the Board, and oversees an annual self-assessment process for the Board.
Director Nomination Process
In carrying out its duties to consider and nominate candidates for membership on the Board, the Nominating and Governance Committee considers a mix of perspectives, qualities and skills that would contribute to the overall corporate goals and objectives of Amyris and to the effectiveness of the Board. The Nominating and Governance Committee’s goal is to nominate directors who will provide a balance of industry, business and technical knowledge, experience and capability. To this end, the Nominating and Governance Committee considers a variety of characteristics for director candidates, including demonstrated ability to exercise sound business judgment, relevant industry or business experience, understanding of and experience with issues and requirements facing public companies, excellence and a record of professional achievement in the candidate’s field, relevant technical knowledge or aptitude, having sufficient time and energy to devote to the affairs of Amyris, independence for purposes of compliance with Nasdaq and SEC rules and regulations, as applicable, and commitment to rigorously represent the long-term interests of our stockholders. Although the Nominating and Governance Committee uses these and other criteria to evaluate potential nominees, we have no stated minimum criteria for nominees. While we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Governance Committee strives to reflect current legal developments regarding diversity on public company boards, and to nominate directors with a variety of complementary skills and experience. Accordingly, the Nominating and Governance Committee endeavors for the Board, as a group, to possess the appropriate talent, skills and experience to oversee our business.
The Nominating and Governance Committee generally uses the following processes for identifying and evaluating nominees for director:

In the case of incumbent directors, the Nominating and Governance Committee reviews the director’s overall service to Amyris during such director’s term, including performance, effectiveness, participation and independence.
 
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In seeking to identify new director candidates, the Nominating and Governance Committee may use its network of contacts, or the network of contacts of our Chief Executive Officers, to compile a list of potential candidates and may also engage, if deemed appropriate, a professional search firm. The Nominating and Governance Committee would conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the structure and needs of the Board. The Nominating and Governance Committee would then meet with our Chief Executive Officer to discuss and consider the candidates’ qualifications in order to select nominees for recommendation to the Board by majority vote.
The Nominating and Governance Committee will consider director candidates recommended by stockholders and will use the same criteria to evaluate all candidates. We have not received a recommendation for a director nominee for the 2020 annual meeting from a stockholder or stockholders. Stockholders who wish to recommend individuals for consideration by the Nominating and Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Governance Committee at the following address: Chair of the Nominating and Governance Committee c/o Secretary of Amyris, Inc. at 5885 Hollis Street, Suite 100, Emeryville, California 94608, at least 120 days prior to the anniversary date of the mailing of our Proxy Statement for the last annual meeting of stockholders, which for our 2021 annual meeting of stockholders is a deadline of December  18, 2020. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience and directorships for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.
Stockholder Nominations
Stockholders who wish to nominate persons directly for election to the Board at an annual meeting of stockholders must meet the deadlines and other requirements set forth in our Bylaws and the rules and regulations of the SEC. As provided in our certificate of incorporation, subject to the rights of the holders of any series of preferred stock, any vacancy occurring in the Board can generally be filled only by the affirmative vote of a majority of the directors then in office. The director appointed to fill the vacancy will hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which the director has been assigned expires and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal.
Stockholder Communications with Directors
The Board has established a process by which stockholders may communicate with the Board or any of its members, including the Chair of the Board, or to the independent directors generally. Stockholders and other interested parties who wish to communicate with the Board or any of the directors may do so by sending written communications addressed to the Secretary of Amyris at 5885 Hollis Street, Suite 100, Emeryville, California 94608. The Board has directed that all communications will be compiled by the Secretary and submitted to the Board or the selected group of directors or individual directors on a periodic basis. These communications will be reviewed by our Secretary, who will determine whether they should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements and solicitations). The screening procedure has been approved by a majority of the non-management directors of the Board. Directors may at any time request that we forward to them immediately all communications received by us for the Board. All communications directed to the Audit Committee in accordance with the procedures described above that relate to accounting, internal accounting controls or auditing matters involving Amyris will be promptly and directly forwarded to all members of the Audit Committee.
 
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Proposal 2 — 
Ratification of Appointment of Independent Registered Public Accounting Firm
General
On March 9, 2020, the Audit Committee appointed Macias Gini & O’Connell LLP (“MGO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and the Board has directed that management submit the appointment of such independent registered public accounting firm for ratification by our stockholders at the annual meeting. MGO has been engaged as our independent registered public accounting firm since July 2019. We expect representatives of MGO to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither our Bylaws nor other governing documents or applicable law require stockholder ratification of the appointment of our independent registered public accounting firm. However, we are submitting the appointment of MGO to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain MGO. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Amyris and our stockholders.
Background
On May 15, 2019, we determined, with the approval of the Audit Committee and the Board, to appoint BDO USA, LLP (“BDO”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2019, and to dismiss KPMG LLP (“KPMG”) upon completion of its audit of our consolidated financial statement as of and for the year ended December 31, 2018 and the effectiveness of internal control over financial reporting as of December 31, 2018, and the issuance of its reports thereon as well as the re-audit of the consolidated financial statements as of and for the year ended December 31, 2017. Subsequently, On July 3, 2019, (i) BDO resigned as our independent registered public accounting firm for the fiscal year ending December 31, 2019, prior to performing any substantive work with respect to the audit work for that year, and (ii) we determined, with the approval of the Audit Committee, to: (A) dismiss KPMG as our independent registered public accounting firm for the fiscal years ended December 31, 2018 and 2017, (B) appoint MGO as our independent registered public accounting firm for the fiscal years ended December 31, 2019 and 2018, and (C) appoint BDO as our independent registered public accounting firm for the re-audit of our consolidated financial statements for the fiscal year ended December 31, 2017. On July 9, 2019, MGO was formally engaged as our independent registered public accounting firm for the fiscal years ended December 31, 2019 and 2018. On July 10, 2019, BDO was formally engaged as our independent registered public accounting firm for the re-audit of our consolidated financial statements for the fiscal year ended December 31, 2017. The Audit Committee authorized KPMG to respond fully to all inquiries from BDO and MGO, and BDO to respond fully to all inquiries from MGO.
The audit report of KPMG on our consolidated financial statements as of and for the year ended December 31, 2017 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles, except as follows: KPMG’s report on our consolidated financial statements as of and for the year ended December 31, 2017 contained a separate paragraph stating that “The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”
On April 5, 2019 and May 14, 2019, the Audit Committee and the Board (upon the recommendation of the Audit Committee), respectively, after consultation with senior management and KPMG, concluded that our consolidated financial statements for the year ended December 31, 2017 and the quarterly and year-to-date periods ended March 31, 2018, June 30, 2018 and September 30, 2018, respectively, should be restated and should no longer be relied upon. Further, our disclosures related to such financial statements and related
 
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communications issued by or on behalf of us with respect to such periods, including management’s assessment of internal control over financial reporting as of December 31, 2017, should also no longer be relied upon. As of July 3, 2019, KPMG had not completed its audit procedures or issued any reports on our consolidated financial statements as of and for the year ended December 31, 2018 or our internal control over financial reporting and disclosure controls and procedures as of December 31, 2018. Other than the reportable events disclosed above, during our two most recent fiscal years ended December 31, 2019 and December 31, 2018, respectively, there were no “disagreements” or “reportable events,” as such terms are described in Items 304(a)(1)(iv) and 304(a)(1)(v), respectively, of Regulation S-K and the related instructions thereto, with KPMG or BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s) or reportable event(s), if not resolved to the satisfaction of KPMG or BDO, as applicable, would have caused KPMG or BDO, as applicable, to make reference to the subject matter of the disagreement(s) or reportable event(s) in connection with its report on our consolidated financial statements for the relevant year.
During our two most recent fiscal years, which ended December 31, 2019 and December 31, 2018, neither we nor any person on our behalf consulted with MGO with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report was provided to us nor oral advice was provided that MGO concluded was an important factor in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” as such terms are described in Items 304(a)(1)(iv) and 304(a)(1)(v) of Regulation S-K.
Vote Required and Board Recommendation
Ratification of the appointment of Macias Gini & O’Connell LLP requires the affirmative vote of the holders of a majority of the shares of common stock properly casting votes for or against this proposal at the annual meeting in person or by proxy. Abstentions will not count toward the vote total for this proposal and therefore will not affect the outcome of this proposal. Shares represented by executed proxies that do not indicate a vote “For,” “Against” or “Abstain” will be voted by the proxy holders “For” this proposal.
The Board recommends a vote “FOR” this Proposal 2
Independent Registered Public Accounting Firm Fee Information
MGO has served as our independent registered public accounting firm for the fiscal year ended December 31, 2018 and the fiscal year ending December 31, 2019 since July 9, 2019. The following tables set forth the aggregate fees billed or to be billed to us by MGO for services performed in or for the fiscal years ended December 31, 2019 and December 31, 2018 (in thousands):
Fiscal Year ended December 31,
Fee Category
2019
2018
Audit Fees
$ 2,246.8 $ 3,476.6
Audit-Related Fees
Tax Fees
All Other Fees
Total Fees
$ 2,246.8 $ 3,476.6
The “Audit Fees” category includes aggregate fees billed for the relevant fiscal year for professional services rendered for the audit of our annual financial statements and review of our unaudited financial statements included in our Quarterly Reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.
 
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The “Audit-Related Fees” category includes aggregate fees billed in the relevant fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under the “Audit Fees” category. We did not incur any fees in this category with respect to MGO for the fiscal years ended December 31, 2019 and 2018.
The “Tax Fees” category includes aggregate fees billed in the relevant fiscal year for professional services rendered with respect to tax compliance, tax advice and tax planning. We did not incur any fees in this category with respect to MGO for the fiscal years ended December 31, 2019 and 2018.
The “All Other Fees” category includes aggregate fees billed in the relevant fiscal year for products and services other than those reported under the other categories described above. We did not incur any fees in this category with respect to MGO for the fiscal years ended December 31, 2019 and 2018.
Audit Committee Pre-Approval of Services Performed by our Independent Registered Public Accounting Firm
The Audit Committee’s charter requires it to approve all fees and other compensation paid to, and pre-approve all audit and non-audit related services provided by, the Company’s independent registered public accounting firm. The Audit Committee charter permits the Audit Committee to delegate pre-approval authority to one or more members of the Audit Committee, provided that any pre-approval decision is reported to the Audit Committee at its next scheduled meeting. The Audit Committee has delegated such pre-approval authority, for fees of up to $100,000 in the aggregate, to the Chair of the Audit Committee.
In determining whether to approve audit and non-audit services to be performed by our independent registered public accounting firm, the Audit Committee takes into consideration the fees to be paid for such services and whether such fees would affect the independence of the accounting firm in performing its audit function. In addition, when determining whether to approve non-audit services to be performed by our independent registered public accounting firm, the Audit Committee considers whether the performance of such services is compatible with maintaining the independence of the accounting firm in performing its audit function, and confirms that the non-audit services will not include the prohibited activities set forth in Section 201 of the Sarbanes-Oxley Act of 2002. Except for the services described above under “Audit-Related Fees,” “Tax Fees” and “All Other Fees” (each of which was pre-approved by the Audit Committee in accordance with its policy), no non-audit services were provided by our independent registered public accounting firm in 2019 or 2018.
All fees paid to, and all services provided by, our independent registered public accounting firm during fiscal years 2019 and 2018 were pre-approved by the Audit Committee in accordance with the pre-approval procedures described above.
Report of the Audit Committee*
The Audit Committee has reviewed and discussed with management our audited consolidated financial statements for the fiscal year ended December 31, 2019. The Audit Committee has also discussed with MGO, our independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 1301 (Communications with Audit Committees), as amended.
The Audit Committee has received and reviewed the written disclosures and the letter from MGO required by applicable requirements of the Public Company Accounting Oversight Board regarding MGO’s communications with the Audit Committee concerning independence, and has discussed with MGO its independence.
*
The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Amyris under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
 
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Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the Securities and Exchange Commission.
Amyris, Inc. Audit Committee of the Board
R. Neil Williams (Chair)
Geoffrey Duyk
Steven Mills
 
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Proposal 3 — 
Non-Binding Advisory Vote on Compensation of Named Executive Officers
General
Pursuant to Section 14A of the Exchange Act, the stockholders of Amyris may cast an advisory and non-binding vote at the Annual Meeting in relation to the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. Our practice, which was approved by our stockholders at the 2017 Annual Meeting, is to conduct this non-binding vote on a triennial basis. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.
This proposal is set forth in the following resolution:
“RESOLVED, that the stockholders of Amyris, Inc. approve, on an advisory basis, the compensation of its named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation, the compensation tables, and any related material disclosed in this Proxy Statement.”
As an advisory vote, this proposal is non-binding. Although the vote is non-binding, the Board and the LDCC value the opinions of our stockholders, and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers.
As described more fully in “Executive Compensation” below, the Board and the LDCC believe that our compensation policies, which set forth clear and simple objectives, will yield the best results.
Our objectives are to:

Attract, retain, and motivate highly talented employees that are key to our success;

Reinforce our core values and foster a sense of ownership, urgency and entrepreneurial spirit;

Link compensation to individual, team, and company performance (as appropriate by employee level);

Emphasize performance-based compensation for individuals who can most directly impact stockholder value; and

Provide exceptional pay for delivering exceptional results.
We believe that our executive compensation program is aligned with the long-term interests of our stockholders and that our compensation policies and practices provide an appropriate blend of compensation to retain our executives, reward them for performance in the short term and induce them to contribute to the creation of value in Amyris over the long term. We view the different components of our executive compensation program as distinct, each serving particular functions in furthering our compensation philosophy and objectives, and together providing a holistic approach to achieving such philosophy and objectives.
Our executive compensation program is designed to enable us to attract and retain the top executives and employees necessary to develop our business, while being prudent in the management of our cash and equity. Based on this approach, we continue to aim to balance and reward short-term and long-term performance with a total compensation package that includes a mix of both cash and equity. Our executive compensation program is intended to align the interests of management, key employees and stockholders and to encourage the creation of stockholder value by providing long-term incentives through equity ownership. The Executive Compensation section set forth on pages 50  –  67 of this Proxy Statement explain our compensation philosophy in greater detail. We urge you to read the Executive Compensation section of this Proxy Statement for additional details on our executive compensation program, including our compensation philosophy and objectives and the 2019 compensation of our named executive officers.
 
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Vote Required and Board Recommendation
This proposal must receive a “For” vote from the holders of a majority of the shares of common stock properly casting votes on this proposal at the annual meeting in person or by proxy. If you own shares through a bank, broker or other Intermediary, you must instruct your bank, broker or other Intermediary how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Abstentions and broker non-votes will not be counted toward the vote total for this proposal and therefore will not affect the outcome of this proposal.
The Board recommends a vote “FOR” this Proposal 3
 
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Proposal 4 — 
Approval of Our 2020 Equity Incentive Plan
General
We are asking our stockholders to approve our new 2020 Equity Incentive Plan (the “2020 Plan”) to replace our 2010 Equity Incentive Plan (the “Prior Plan”) and enable us to grant shares of our common stock reserved for issuance under the Plan after the expiration of the Prior Plan. Upon approval of the Plan by stockholders, the Prior Plan will terminate.
Our Board of Directors adopted the Plan on March 19, 2020, subject to approval by stockholders.
The 2020 Plan is intended to be the successor to our Prior Plan, which was adopted by the Board on June 21, 2010 and our stockholders on July 9, 2010 and became effective on September 27, 2010. In light of the expiration of our Prior Plan, the Board wishes to provide for a new equity incentive plan to ensure that shares of common stock continue to be available for the grant of equity awards (including stock options and restricted stock units) to our employees, officers and directors. Similar to the Prior Plan, the purpose of the 2020 Plan is to provide incentives to attract, retain and motivate persons whose present and potential contributions are important to the success of the company by offering them an opportunity to participate in the company’s future performance through the grant of awards.
Approval of the 2020 Plan will allow us to continue to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to our success, by offering them an opportunity to participate in our future performance. We believe that the adoption of the 2020 Plan is in the best interests of the company because of the continuing need to provide stock options, restricted stock units and other equity-based incentives to attract and retain qualified personnel and to respond to relevant market changes in equity compensation practices. The use of equity compensation has historically been a significant part of our overall compensation philosophy and is a practice that we plan to continue. The 2020 Plan will serve as an important continuation of this practice and is a critical component of the overall compensation package that we offer to retain and motivate our employees. Awards under the 2020 Plan will create strong incentives for our employees to work hard for our future growth and success. If Proposal 4 is not approved by our stockholders, our Prior Plan will remain in effect, with only approximately two months remaining in its term. We believe our ability to attract and retain the talent we need to compete in our industry would be seriously and negatively impacted, and this could affect our long-term success.
A broad-based equity incentive plan focuses our employees who receive grants on achieving strong corporate performance, and we have embedded in our culture the necessity for employees to think and act as stockholders. We currently grant restricted stock units to the majority of our newly hired employees and to all of our executives and non-employee directors. This is an important component of our long-term employee incentive and retention plan and has been very effective in enabling us to attract and retain the talent critical for an innovative and growth-focused company. We also have granted, and in the future may grant, options, restricted stock units and shares of restricted stock, subject to time- and performance-based vesting, to certain employees on a targeted basis to incentivize retention and performance objectives. We firmly believe that a broad-based equity program is a necessary and powerful employee incentive and retention tool that benefits all of our stockholders.
Our headquarters is based in the San Francisco Bay Area where we must compete with many companies for a limited pool of talented people. The Board, the LDCC of the Board and company management all believe that equity compensation is essential to maintaining a balanced and competitive compensation program, has been integral to the company’s success in the past and is vital to its ability to achieve strong performance in the future.
As of March 31, 2020, the Company has outstanding approximately 5,578,264 stock options to purchase common shares and 5,298,639 unvested restricted stock units. As of March 31, 2020, the Company’s outstanding stock options have a weighted average per share exercise price of $10.03 and a weighted average remaining contractual term of 7.7 years. Accordingly, our approximately 10,876,903 outstanding stock option and restricted stock awards (not including awards under our employee stock purchase plan) plus 9,724,444
 
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shares proposed to be available for future grant under our 2020 Plan (not including under our employee stock purchase plan) represent approximately 12.6% of our outstanding shares as of March 31, 2020.
Our named executive officers and directors have an interest in this proposal by virtue of their being eligible to receive equity awards under the 2020 Plan. However, none of these persons has been granted an award under the 2020 Plan. See “Awards to Officers and Directors” below for more information.
Vote Required and Board Recommendation
This proposal must receive a “For” vote from the holders of a majority of the shares of common stock properly casting votes on this proposal at the annual meeting in person or by proxy. If you own shares through a bank, broker or other Intermediary, you must instruct your bank, broker or other Intermediary how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Abstentions and broker non-votes will not be counted toward the vote total for this proposal and therefore will not affect the outcome of this proposal.
The Board recommends a vote “FOR” this Proposal 4
Description of the 2020 Equity Incentive Plan
The following is a summary of the principal features of the 2020 Plan. This summary, however, does not purport to be a complete description of all of the provisions of the 2020 Plan. It is qualified in its entirety by reference to the full text of the 2020 Plan, a copy of which is attached hereto as Appendix A.
Background
The Board adopted the 2020 Plan on March 19, 2020, subject to our stockholder’s approval at the 2020 annual meeting. The 2020 Plan will become effective on June 22, 2020, provided that the Plan is approved by the stockholders at the 2020 annual meeting (“Effective Date”) and will terminate 10 years thereafter. The 2020 Plan provides for the grant of ISOs intended to qualify for favorable tax treatment under Section 422 of the U.S. Internal Revenue Code (the “Code”) for their recipients, non-statutory stock options (“NSOs”), restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units and performance awards, as described below.
Administration
The 2020 Plan is administered by the LDCC, all of the members of which are non-employee directors under applicable federal securities laws and outside directors (with respect to awards granted prior to November 2, 2017) as defined under applicable federal tax laws. The LDCC acts as the plan administrator and has the authority to construe and interpret the plan, grant awards, determine the terms and conditions of awards and make all other determinations necessary or advisable for the administration of the plan (subject to the limitations set forth in the 2020 Plan).
Share Reserve
The 2020 Plan initially reserves shares of our common stock for issuance in connection with stock options, restricted stock awards and other equity-based awards granted under such 2020 Plan, as follows:

any reserved shares not issued or subject to outstanding grants under the Prior Plan on the Effective Date;

shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date;

shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited;

shares issued under the Prior Plan that are repurchased by the Company at the original issue price;

shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award;
 
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shares that are subject to issuance upon exercise of an option or stock appreciation right granted under the 2020 Plan but which cease to be subject to the option or stock appreciation right for any reason other than exercise of the option or stock appreciation right;

shares that are subject to awards granted under the 2020 Plan that are forfeited or are repurchased by the Company at the original issue price;

shares that are subject to awards granted under the 2020 Plan that otherwise terminate without such shares being issued; or

shares that are surrendered pursuant to an exchange program.
To the extent an award under the 2020 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2020 Plan. Shares used to pay the exercise price of an award or withheld to satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2020 Plan. Shares that otherwise become available for grant and issuance shall not include shares subject to awards that initially became available because of the substitution clause in the 2020 Plan.
The number of shares available for grant and issuance under the 2020 Plan is subject to increase on January 1 for each of the calendar years during the term of the 2020 Plan by an amount equal to the lesser of (1) five percent of our shares outstanding on the immediately preceding December 31 and (2) a number of shares as may be determined by the Board in its discretion.
Equity Awards
The 2020 Plan will permit us to grant the following types of awards:
Stock Options.   The 2020 Plan provides for the grant of ISOs and NSOs. ISOs may be granted only to our employees or employees of our subsidiaries and affiliates. NSOs may be granted to eligible employees, consultants and directors or any of our parent, subsidiaries or affiliates. We are able to issue no more than 30,000,000 shares pursuant to the grant of ISOs under the 2020 Plan. The LDCC determines the terms of each option award, provided that ISOs are subject to statutory limitations. The LDCC also determines the exercise price for a stock option, provided that the exercise price of an option may not be less than 100% (or 110% in the case of recipients of ISOs who hold more than 10% of our stock on the option grant date) of the fair market value of our common stock on the date of grant.
Options granted under the 2020 Plan vest at the rate specified by the LDCC and such vesting schedule is set forth in the stock option agreement to which such stock option grant relates. Generally, the LDCC determines the term of stock options granted under the 2020 Plan, up to a term of ten years (or five years in the case of ISOs granted to 10% stockholders).
After the option holder ceases to provide services to us, he or she is able to exercise his or her vested option for the period of time stated in the stock option agreement to which such option relates. Generally, if termination is due to death or disability, the vested option will remain exercisable for 12 months. If an option holder is terminated for cause (as defined in the 2020 Plan), then the option holder’s options will expire on the option holder’s termination date or at such later time and on such conditions as determined by the LDCC. In all other cases, the vested option will generally remain exercisable for three months. However, an option may not be exercised later than its expiration date.
Restricted Stock Awards.   A restricted stock award is an offer by us to sell shares of our common stock subject to restrictions that the LDCC may impose. These restrictions may be based on completion of a specified period of service with us or upon the achievement of performance goals during a performance period. The LDCC determines the price of a restricted stock award. Unless otherwise set forth in the award agreement, vesting will cease on the date the participant no longer provides services to us, and at that time unvested shares will be forfeited to us or subject to repurchase by us.
Stock Bonus Awards.   A stock bonus is an award of shares of our common stock for past or future services to us. Stock bonuses can be granted as additional compensation for performance and, therefore, are issued in exchange for cash. The LDCC determines the number of shares to be issued as stock bonus and any
 
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restrictions on those shares. These restrictions may be based on completion of a specified period of service with us or upon the achievement of performance goals during a performance period. Unless otherwise set forth in the award agreement, vesting ceases on the date the participant no longer provides services to us, and at that time unvested shares will be forfeited to us or are subject to repurchase by us.
Stock Appreciation Rights.   Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price of the stock appreciation right. Stock appreciation rights may vest based on time or achievement of performance goals.
Restricted Stock Units.   Restricted stock units represent the right to receive shares of our common stock at a specified date in the future, subject to forfeiture of such right due to termination of employment or failure to achieve specified performance goals. If the restricted stock unit has not been forfeited, then on the date specified in the restricted stock unit agreement we will deliver to the holder of the restricted stock unit shares of our common stock, cash or a combination of our common stock and cash as specified in the applicable restricted stock unit agreement.
Performance Awards.   A performance award is an award of a cash bonus or a bonus denominated in shares or units that is subject to performance factors. The award of performance shares may be settled in cash or by issuance of those shares (which may consist of restricted stock).
Performance Criteria
The LDCC may establish performance goals by selecting from one or more of the following performance criteria: profit before tax; sales; expenses; billings; revenue; net revenue; earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation and amortization); operating income; operating margin; operating profit; controllable operating profit, or net operating profit; net profit; gross margin; operating expenses or operating expenses as a percentage of revenue; net income; earnings per share; total stockholder return; market share; return on assets or net assets; our stock price; growth in stockholder value relative to a pre-determined index; return on equity; return on invested capital; cash flow (including free cash flow or operating cash flows); balance of cash, cash equivalents and marketable securities, cash conversion cycle; economic value added; individual confidential business objectives; contract awards or backlog; overhead or other expense reduction; credit rating; completion of an identified special project; completion of a joint venture or other corporate transactions; strategic plan development and implementation; succession plan development and implementation; improvement in workforce diversity; employee satisfaction; employee retention; customer indicators and/or satisfaction; new product invention or innovation; research and development milestones; attainment of research and development milestones; improvements in productivity; bookings; working-capital targets and changes in working capital; attainment of operating goals and employee metrics; and any other metrics as determined by the LDCC. The LDCC may provide for one or more equitable adjustments to the performance criteria to preserve LDCC’s original intent regarding such criteria at the time of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-recurring items such as acquisition related activities or changes in applicable accounting rules.
Repricing Prohibited
Repricing, or reducing the exercise price of outstanding options or stock appreciation rights, is prohibited without stockholder approval under the 2020 Plan. Such prohibited repricing includes substituting, or exchanging outstanding options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights, unless approved by stockholders.
Change in Control
If we undergo a Corporate Transaction (as defined in the 2020 Plan), the 2020 Plan provides that the successor company (if not Amyris, in which case all outstanding awards will continue) may assume, convert, replace or substitute outstanding awards for substantially equivalent awards. Outstanding awards that are not
 
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so assumed, converted, replaced or substituted will become fully vested and exercisable, as applicable, immediately prior to the consummation of the Corporate Transaction (unless otherwise set forth in the applicable award agreement).
Transferability of Awards
Unless the LDCC provides otherwise, the 2020 Plan does not allow for the transfer of awards, other than by will or the laws of descent and distribution, and generally only the recipient of an award may exercise it during his or her lifetime.
Eligibility
The individuals eligible to participate in the 2020 Plan include employees, officers, directors, consultants, independent contractors and advisors of Amyris or any parent, subsidiary or affiliate of ours, provided the consultants, independent contractors, advisors and directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.
Payment for Purchase of Shares of our Common Stock
Payment for shares of our common stock purchased pursuant to the 2020 Plan may be made in cash or by check or, where approved by the LDCC and where permitted by law (and to the extent not otherwise set forth in the applicable award agreement): (1) by cancellation of indebtedness; (2) by surrender of shares; (3) by waiver of compensation due or accrued for services rendered; (4) through a broker-assisted sale or other cashless exercise program; (5) by any combination of the foregoing; or (6) by any other method permitted by law and approved by the LDCC.
Limit on Awards
Under the Amended 2020 Plan, during any calendar year, no participant is eligible to receive more than 4,000,000 shares of our common stock pursuant to the grant of awards.
Grants to Non-Employee Directors
Grants to non-employee directors are eligible to receive any type of award offered under the 2020 Plan except ISOs. No non-employee director may receive awards under the 2020 Plan that, when combined with cash compensation received for service as a non-employee director, exceeds $500,000 in value (as described below) in any calendar year. Awards under the 2020 Plan may be granted to non-employee directors may be automatically made pursuant to a policy adopted by the Board, or made from time to time as determined in the discretion of the Board.
Amendment and Termination
The Board is permitted to amend or terminate the 2020 Plan at any time, subject to stockholder approval where required. Unless terminated earlier in accordance with its terms and if approved by the shareholders at the 2020 annual meeting, the 2020 Plan will terminate ten years from May 29, 2019.
New Plan Benefits
Members of our Board and our named executive officers have an interest in this proposal because they are eligible to receive awards under the 2020 Plan. Please refer to the “Executive Compensation” and “Director Compensation” sections of this Proxy Statement for additional information regarding the awards granted to our named executive officers and directors under the Prior Plan.
 
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The following table shows, in the aggregate, the dollar value of shares subject to stock options or restricted stock units that will be granted, subject to Board approval, under our existing director equity grant program in fiscal year 2020 to our non-employee directors, under the 2020 Plan if Proposal 4 is approved by the stockholders.
Name and Position
Dollar
Value
Number of
Shares of
Stock or Units
(#)
Non-Employee Director Group (10 persons)
$ 167,806(1) 64,620
(1)
The dollar value of restricted stock units granted annually to non-employee directors under our existing director equity grant program is calculated using the average daily closing price of our common stock as reported by Nasdaq during March 2020.
Future awards under the 2020 Plan to executive officers, employees or other eligible participants, and any additional future discretionary awards to non-employee directors in addition to those granted pursuant to the grant formula described above, are discretionary and cannot be determined at this time. We therefore have not included any such awards in the table above.
U.S. Federal Income Tax Consequences
The information set forth below is only a summary and does not purport to be complete. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Only U.S. federal income tax consequences are addressed, and no state, local, or non-U.S. tax consequences of the 2020 Plan are discussed. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult his or her tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an award or the disposition of stock acquired under an award. The 2020 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income and the recognition of the deductions are subject to the requirement that the amounts constitute an ordinary and necessary business expense for us and are reasonable in amount, the limitation on the deduction of executive compensation under Section 162(m) of the Code (“Section 162(m)”), and the timely satisfaction of our tax reporting obligations.
Non-statutory Stock Options
Generally, there is no taxation upon the grant of an NSO. On exercise, an option holder will recognize ordinary income equal to the excess, if any, of the fair market value on the date of exercise of the stock option over the exercise price. If the option holder is or has been employed by us or one of our affiliates, that income will be subject to withholding taxes. The option holder’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the option holder’s capital gain holding period for those shares will begin on that date.
Subject to the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of our tax reporting obligations, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the option holder.
Incentive Stock Options
The 2020 Plan provides for the grant of stock options that qualify as incentive stock options, as defined in Section 422 of the Code. Under the Code, an option holder generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the option holder holds a share of common stock received on exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised (the “required holding period”), the difference, if any, between the amount realized on a sale or other taxable disposition of that share of common stock and the holder’s tax basis in that share will be long-term capital gain or loss.
 
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If, however, an option holder disposes of a share of common stock received on exercise of an ISO before the end of the required holding period (a “disqualifying disposition”), the option holder generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share of common stock on the date the ISO was exercised over the exercise price. However, if the sales proceeds are less than the fair market value of the share of common stock on the date of exercise of the stock option, the amount of ordinary income recognized by the option holder will not exceed the gain, if any, recognized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share of common stock on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. We are not required to withhold taxes for the ordinary income arising from a disqualifying disposition.
The amount by which the fair market value of a share of stock received on exercise of an ISO exceeds the exercise price of that stock option generally will be an adjustment included in the option holder’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share of common stock in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share received on exercise of an ISO is increased by the amount of the adjustment with respect to that share of common stock for alternative minimum tax purposes in the year the stock option is exercised.
We are not allowed an income tax deduction with respect to the grant or exercise of an ISO or the disposition of a share of common stock received on exercise of an ISO that is disposed of after the required holding period. If there is a disqualifying disposition of a share of common stock, however, we are allowed a deduction in an amount equal to the ordinary income includible in income by the option holder, subject to the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of our tax reporting obligations.
Restricted Stock Unit Awards
Generally, a participant that is granted restricted stock units that are structured to comply with the requirements of Section 409A of the Code or an exemption from Section 409A will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the shares of our common stock received over any amount paid by the participant in exchange for the shares. Such income generally will be subject to withholding taxes.
To comply with the requirements of Section 409A of the Code, the shares of our common stock underlying restricted stock units may generally be delivered only upon one of the following events: a fixed calendar date (or dates), the participant’s separation from service, death or disability, or a change in control. If delivery occurs on another date, unless the restricted stock units otherwise comply with or qualify for an exemption from the requirements of Section 409A of the Code, the participant will owe a 20% federal tax plus interest on any taxes owed, in addition to the ordinary income tax described above.
The participant’s basis for determining gain or loss upon the disposition of shares received under restricted stock units will be the amount paid for such shares plus any ordinary income recognized when the shares of common stock are delivered.
Subject to the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of our tax reporting obligations, we will generally be entitled to a tax deduction equal to the taxable ordinary income recognized by the participant.
Restricted Stock Awards
Generally, a participant will recognize ordinary income at the time restricted stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the participant in exchange for the stock. If, however, the stock is not vested when it is received (e.g., the participant is required to work for us for a period of time to transfer or sell the stock), the participant generally will not recognize income until the stock vests, at which time the participant will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it vests over any amount paid by the participant in
 
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exchange for the stock. A participant may, however, file an election with the Internal Revenue Service within 30 days following his or her receipt of the restricted stock to recognize ordinary income as of the date the participant receives the restricted stock equal to the excess, if any, of the fair market value of the restricted stock on the date the stock is granted over any amount paid by the participant for the stock.
The participant’s basis for the determining gain or loss upon the subsequent disposition of restricted stock will be the amount paid for such shares plus any ordinary income recognized either when the restricted stock is received or when it vests.
Subject to the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of our tax reporting obligations, we will generally be entitled to a tax deduction equal to the taxable ordinary income recognized by the participant.
Stock Appreciation Rights
Generally, there is no taxation upon the grant of a stock appreciation right. On exercise, a participant will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise.
Subject to the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of our tax reporting obligations, we will generally be entitled to a tax deduction equal to the taxable ordinary income recognized by the participant.
Section 162 Limitations on Tax Deductibility of Compensation Expense
Section 162(m) generally limits the amount a public company can deduct in any one year for compensation paid to certain executive officers in excess of $1 million. As a result, any compensation paid to certain of our executive officers in excess of $1 million will be non-deductible unless it qualifies for transition relief afforded to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017. We believe that compensation expense incurred in respect of our stock options granted prior to November 2, 2017, and restricted stock units granted prior to April 1, 2015, will continue to be deductible pursuant to this transition rule.
The LDCC continues to seek to balance the cost and benefit of tax deductibility with our executive compensation goals designed to promote long-term stockholder interests, and reserves discretion to approve or modify equity grants under the 2020 Plan that are non-deductible when it believes that such payments are appropriate to attract and retain executive talent. Accordingly, we expect that a portion of our future equity awards to executive officers will not be deductible.
 
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Proposal 5 —  
Approval of the issuance of shares of our common stock in accordance with Nasdaq Listing Standard Rule 5635(d): (iupon our election, and at our discretion, to pay interest and amortization on our Senior Convertible Notes due 2022 in shares of our common stock, and (iiupon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by such Nasdaq rule
General
We are asking stockholders to approve the issuance of shares of our common stock (i) upon our election, and at our discretion, to pay interest and amortization on our Senior Convertible Notes due 2022 in shares of our common stock, and (ii) upon exercise of the rights and warrants issued in connection thereto, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the limitation imposed by Nasdaq Rule 5635(d).
Exchange Agreement
On December 30, 2019, Amyris, Inc. (the “Company”) entered into a separate Exchange Agreements (the “Exchange Agreements”) with certain non-affiliated investors (the “Investors”), pursuant to which the Investors would exchange the senior convertible notes issued to the Investors on November 15, 2019 (the “Exchange Notes”), in an aggregate principal amount of $66.0 million for (i) new senior convertible notes with an aggregate principal amount of $51.0 million (the “New Notes”), which New Notes are convertible into shares of our common stock, par value $0.0001 per share, as described below, (ii) an aggregate of 2,742,160 shares of our common stock (the “Exchange Shares”), (iii) rights (the “Rights”) to acquire up to an aggregate of 2,484,321 shares of our common stock, (iv) warrants (the “Warrants”) to purchase up to an aggregate of 3,000,000 shares of our common stock (the “Warrant Shares”) at an exercise price of $3.25 per share, with an exercise term of two years from issuance, (v) accrued and unpaid interest on the Exchange Notes and (vi) cash fees in an aggregate amount of $1.0 million (collectively, the “Exchange”). The consummation of the Exchange (the “Closing”) occurred on January 14, 2020.
The Exchange Agreements include customary representations, warranties and covenants of the parties. In addition, the Exchange Agreements prohibit the Company, subject to certain exceptions, from (i) disposing of any shares of common stock or securities convertible into or exchangeable for shares of common stock during the period commencing on the date of the Exchange Agreements and continuing through the date that is 90 days after the Closing and (ii) effecting or entering into an agreement to effect any transaction in which the Company (A) issues or sells any securities convertible into or exchangeable for shares of common stock at a conversion, exercise or exchange price that is based upon or varies with the price of the Company’s common stock or with a conversion, exercise or exchange price that is subject to being reset at some future date, or (B) may sell securities at a future determined price, for so long as the New Notes remain outstanding.
New Notes
The New Notes are general unsecured obligations of the Company, and will mature on September 30, 2022 unless earlier converted, repaid or redeemed.
The New Notes are convertible from time to time, at the election of the holders, into shares of common stock at an initial conversion price of $5.00 per share (the “Conversion Price”). The Conversion Price is subject to adjustment in the event of any stock split, reverse stock split, recapitalization, reorganization or similar transaction.
The New Notes are payable in monthly installments beginning February 1, 2020 (each, an “Installment Date”), in an aggregate amount of $2,970,000 per month with respect to Installment Dates up to and including July 1, 2019 and in an aggregate amount of $3,432,000 per month thereafter, in either cash or, at the Company’s option, subject to the satisfaction of certain equity conditions (the “Equity Conditions”), in shares of common stock at a price equal to the lesser of (x) 88% of the lesser of (A) the daily volume-weighted average price (“VWAP”) of our common stock on the applicable payment date and (B) the average of the lowest two daily VWAPs of our common stock during the 10 trading day period ending on the applicable payment date and (y) the Conversion Price, subject to a price floor (the “Floor Price”) of $0.80 (the “Installment Conversion
 
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Price”). Each installment payment will reduce the principal amount under the New Notes by 90.9% of the amount of such installment payment.
The New Notes will bear interest at a rate of 5% per annum, payable on each Installment Date. Interest on the New Notes may be paid in either cash or, at the Company’s option, subject to the satisfaction of the Equity Conditions, shares of Common Stock at the Installment Conversion Price. Upon the occurrence and during the continuation of an event of default, interest on the New Notes will accrue at a rate of 15% per annum.
In the event that the number of shares of common stock issuable to the holder on the applicable payment date is reduced as a result of the Floor Price, the Company shall also pay to the holder an amount in cash equal to the product of (i) the number of shares by which the payment was reduced as a result of the Floor Price, multiplied by (ii) the Installment Conversion Price. The holders will have the right, upon notice to the Company, to defer all or any portion of any installment amount to a future Installment Date.
The Company may at its option redeem the New Notes, in full, at a price equal to 115% of the greater of (A) the principal amount of the New Notes being redeemed and (B) the intrinsic value of the shares of common stock underlying the principal amount of the New Notes being redeemed, based on the greater of (i) the highest daily VWAP of our common stock occurring during the 30 trading day period ending on the trading day immediately before the related redemption date and (ii) the highest average daily VWAP of our common stock over any 5 trading day period occurring during the 30 consecutive trading day period beginning on the related redemption date. In addition, the Company is required to redeem the New Notes in an aggregate amount of $10.0 million following the receipt by the Company of at least $80.0 million of aggregate net cash proceeds from one or more financing transactions at a price of 107% of the amount being redeemed, unless such redemption is deferred by the holder.
The New Notes contain customary terms and covenants, including (i) a restriction on the Company’s ability to incur additional indebtedness, (ii) covenants related to minimum revenue, liquidity, financing activity and the conversion or exchange of existing indebtedness into equity, (iii) certain events of default, after which the holders may (A) require the Company to redeem all or any portion of their New Notes in cash at a price equal to 115% of the amount being redeemed and (B) convert all or any portion of their New Notes at a price equal to the lesser of (x) 75% of the lowest daily VWAP of our common stock during the 10 trading day period ending on the applicable conversion date and (y) the Conversion Price, subject to the Floor Price (the “Event of Default Conversion Price”) and (iv) in the event that (A) the daily VWAP of our common stock over any 3 consecutive trading days is less than $2.25, (B) the daily VWAP of our common stock is less than $1.75, or (C) the daily dollar trading volume of our common stock is less than $500,000 for 3 consecutive trading days, the holders may convert all or any portion of their New Notes at the Event of Default Conversion Price until such date thereafter upon which the daily VWAP of our common stock over any 10 trading day period is at least $2.25.
In the event the Company undergoes a change in control, the Company’s stockholders approve any plan or proposal for the liquidation or dissolution of the Company, or the Company’s common stock ceases to be listed on a national securities exchange (a “Fundamental Change”), holders of the New Notes may (i) require the Company to redeem all or any portion of their New Notes in cash at a price equal to 115% of the greater of (A) the principal amount of the New Notes being redeemed and (B) the intrinsic value of the shares of common stock underlying the principal amount of the New Notes being redeemed, based on the average of the 3 highest daily VWAPs of our common stock occurring during the 30 trading day period ending on the trading day immediately preceding such Fundamental Change (the “Fundamental Change Repurchase Price”) and (ii) require the Company to redeem all or any portion of the Fundamental Change Repurchase Price in shares of common stock at a price equal to the lesser of (x) 88% of the lesser of (A) the daily VWAP of our common stock on the trading day immediately preceding the applicable redemption date and (B) the average of the lowest two daily VWAPs of our common stock during the 10 trading day period ending on the trading day immediately preceding the applicable redemption date and (y) the Conversion Price, subject to the Floor Price.
Notwithstanding the foregoing, the holders will not have the right to convert any portion of a New Note, and the Company will not have the option to pay any amount under the New Notes in shares of Common Stock, if (a) the holder, together with its affiliates, would beneficially own in excess of 4.99% (or such
 
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other percentage as determined by the holder and notified to the Company in writing, not to exceed 9.99%, provided that any increase of such percentage will not be effective until 61 days after notice thereof) of the number of shares of the Company’s common stock outstanding immediately after giving effect to such conversion or payment, as applicable (the “Ownership Limitation”) or (b) the aggregate number of shares issued with respect to the New Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed 17,202,404 shares of common stock (the “Exchange Cap”), unless Stockholder Approval (as defined below) has been obtained. In the event that (i) the Company is prohibited from issuing any shares of common stock under the New Notes as a result of the Ownership Limitation (other than in connection with a conversion of New Notes), the related principal amount of the New Notes shall be deferred to a future Installment Date as determined by the holder, and (ii) after January 31, 2020, the Company is prohibited from issuing shares of common stock upon conversion of the New Notes as a result of the Exchange Cap, the Company shall pay cash in lieu of any shares that would otherwise be deliverable upon a conversion of the New Notes in excess of the Exchange Cap based on the daily VWAP of our common stock on the applicable conversion date.
Warrants
The exercise price of the Warrants is subject to standard adjustments but does not contain any anti-dilution protection, and the Warrants only permit “cashless” or “net” exercise to the extent that there is not an effective registration statement covering the resale of the applicable Warrant Shares. In addition, the Investors may not exercise the Warrants, and the Company may not effect any exercise of the Warrants, to the extent that, (i) after giving effect to such exercise, the applicable Investor, together with its affiliates, would beneficially own in excess of 4.99% (or such other percentage as determined by the Investor and notified to the Company in writing, not to exceed 9.99%, provided that any increase of such percentage will not be effective until 61 days after notice thereof) of the number of shares of common stock outstanding after giving effect to such exercise or (ii) the aggregate number of shares issued with respect to the Warrants, the New Notes, the Rights and any other transaction aggregated for such purpose, including the issuance of the Exchange Shares, after giving effect to such exercise, would exceed the Exchange Cap, unless the Stockholder Approval has been obtained. In the event that after January 31, 2020 the Company is prohibited from issuing shares of common stock upon exercise of the Warrants as a result of the Exchange Cap, the Company shall pay cash in lieu of any shares that would otherwise be deliverable upon an exercise of the Warrants in excess of the Exchange Cap.
Rights
The Investors may not exercise the Rights, and the Company may not effect any exercise of the Rights, to the extent that, (i) after giving effect to such exercise, the applicable Investor, together with its affiliates, would beneficially own in excess of 4.99% (or such other percentage as determined by the Investor and notified to the Company in writing, not to exceed 9.99%, provided that any increase of such percentage will not be effective until 61 days after notice thereof) of the number of shares of common stock outstanding after giving effect to such exercise or (ii) the aggregate number of shares issued with respect to the Rights, the New Notes, the Warrants and any other transaction aggregated for such purpose, including the issuance of the Exchange Shares, after giving effect to such exercise, would exceed the Exchange Cap, unless the Stockholder Approval has been obtained. In the event that after January 31, 2020 the Company is prohibited from issuing shares of common stock upon exercise of the Rights as a result of the Exchange Cap, the Company shall pay cash in lieu of any shares that would otherwise be deliverable upon an exercise of the Rights in excess of the Exchange Cap.
The Exchange Shares, the New Notes, the Rights and the Warrants (including the shares of common stock underlying the New Notes, the Rights and the Warrants) were issued in a private exchange pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
Waiver and Forbearance Agreement
On February 18, 2020, the Company and the Holders entered into separate waiver and forbearance agreements, (the “W&F Agreements”), pursuant to which the Holders agreed to, for 60 days following the date of the W&F Agreement, except in case of early termination of the W&F Agreement or, solely with
 
37

 
respect to the Stockholder Approval (as defined below) if the other defaults described below have been cured on or prior to the date that is 60 days following the date of the W&F Agreement, until May 31, 2020 (the “W&F Period”), and in each case subject to certain conditions to effectiveness contained in the W&F Agreement, (i) forbear from exercising certain of their rights and remedies with respect to certain defaults by the Company, and (ii) waive any event of default for (A) violations of the minimum liquidity covenant since December 31, 2019 and (B) failure to obtain the Stockholder Approval prior to March 15, 2020.
In addition, pursuant to the W&F Agreements, the Company and the Holders agreed that (i) the New Note amortization payment due on March 1, 2020 (the Amortization Payment) would be in the aggregate amount of $10.0 million (split proportionally among the Holders) and that the Company would elect to pay such amortization payment in shares of Common Stock in accordance with the terms of the New Note, provided however, that: (A) the Amortization Stock Payment Price (as defined in the New Note) shall be $3.00, (B) the Amortization Share Payment Period (as defined in the New Note) with respect to the Amortization Payment will end on April 30, 2020 rather than March 31, 2020; and (C) in the event that Holder does not elect to receive the full Amortization Share Amount (as defined in the New Note) during such Amortization Share Payment Period, then the Amortization Payment shall be automatically reduced by the portion of such Amortization Payment not received by the Holder, (ii) there shall be no amortization payment due on April 1, 2020, and (iii) the amortization payment due on May 1, 2020 shall be in the aggregate amount of $8.9 million (split proportionally among the Holders).
Stockholder Approval
Pursuant to the Exchange Agreements, the New Notes and the W&F Agreements, the Company agreed to use commercially reasonable efforts to obtain from the Company’s stockholders the approval contemplated by Nasdaq Listing Standard Rule 5635(d) with respect to the issuance of shares of common stock upon conversion of, or otherwise pursuant to, the New Notes in accordance with such rule, including without limitation the issuance of shares of common stock upon conversion of, or otherwise pursuant to, the New Notes in excess of the Exchange Cap (the “Stockholder Approval”), at an annual or special meeting of stockholders held on or prior to May 31, 2020. The Company is seeking the Stockholder Approval at the Annual Meeting and, as described in more detail below, the parties subject to the Voting Agreements (as defined below) have agreed to vote in favor of the Stockholder Approval. Pursuant to the Exchange Agreement, if the Company does not obtain the Stockholder Approval at the Annual Meeting, the Company will call a stockholder meeting every 90 days thereafter to seek the Stockholder Approval until the Stockholder Approval is obtained and use best efforts to obtain the Stockholder Approval at each such meeting.
Voting Agreements
In connection with the transactions contemplated by the Exchange Agreements, the Company entered into separate Voting Agreements (the “Voting Agreements”) with Foris Ventures, LLC (“Foris”) and affiliates of Vivo Capital LLC (“Vivo”), pursuant to which Foris and Vivo agreed to vote their shares of the Company’s common stock in favor of the Stockholder Approval and to not sell or otherwise transfer or assign their shares of the Company’s common stock (i) in the case of Foris, until May 14, 2020, and (ii) in the case of Vivo, until the earlier of the nine month anniversary of the date of its Voting Agreements and the date the Stockholder Approval is obtained. The stockholders that are party to the Voting Agreements beneficially owned and were entitled to vote approximately 36.5% of the Company’s outstanding common stock as of the record date for the Annual Meeting.
This summary of the terms of the Exchange Agreements, the New Notes, the Rights, the Warrants, the W&F Agreement and related agreements is qualified in its entirety by reference to our Current Reports on Form 8-K filed with the SEC on December 30, 2019, January 21, 2020 and February 19, 2020, including the exhibits filed therewith and the other documents incorporated by reference therein, which are incorporated herein by reference. You should read this summary together with such documents.
Vote Required and Board Recommendation
This proposal must receive a “For” vote from the holders of a majority of the shares of common stock properly casting votes on this proposal at the annual meeting in person or by proxy. If you own shares through a bank, broker or other Intermediary, you must instruct your bank, broker or other Intermediary how to vote
 
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in order for them to vote your shares so that your vote can be counted on this proposal. Abstentions and broker non-votes will not be counted toward the vote total for this proposal and therefore will not affect the outcome of this proposal.
The Board recommends a vote “FOR” this Proposal 5.
The Board determined that Proposal 5 is advisable and in the best interests of our stockholders and recommended that our stockholders vote in favor of Proposal 5.
In reaching its determination to approve Proposal 5, the Board, with advice from our management and legal advisors, considered a number of factors, including:

that it is in the best interests of the Company and our stockholders that the Company have the flexibility to issue shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and amortization on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants, in each case, rather than being required to pay cash in lieu of any such issuances in excess of the Exchange Cap;

that our management explored other options with other potential investors for refinancing the Exchange Notes and were not aware of an ability for us to refinance the Exchange Notes on better terms to the New Notes, or at all;

it was the determination of the Board that the Exchange was an important event to strengthen our balance sheet;

our financial condition, results of operations, cash flow and liquidity, including our outstanding debt obligations;

that the investors in the 2022 Notes are not affiliates of the Company;

that our stockholders who did not participate in the Exchange may be diluted and the value of our common stock may be diluted upon the issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and make installment payments on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants;

that the conversion price of the New Notes on the date we entered into the Exchange Agreement was, effectively, given the conversion terms, including our ability to pay interest on the New Notes and make installment payments on the New Notes in shares of our common stock, at a discount to the market price of our common stock; and

the fees and expenses to be incurred by us in connection with the Exchange.
In view of the variety of factors considered in connection with the evaluation of the issuance of the New Notes, the Exchange Shares, the Rights and the Warrants and the potential issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and make installment payments on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and/or Warrants, and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to the various factors considered. In addition, in considering the various factors, individual members of the Board may have assigned different weights to different factors.
After evaluating these factors for and against the issuance of the New Notes, the Exchange Shares, the Rights and the Warrants and the potential issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and make installment payments on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants, and based upon their knowledge of our business, financial condition and prospects, potential financing alternatives (or lack thereof), and the views of our management, the Board concluded that the issuance of the New Notes, the Exchange Shares, the Rights and the Warrants and the potential issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and make installment payments on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights
 
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and/or Warrants, is in our best interest and in the best interests of our stockholders, and recommends that all stockholders vote “FOR” the approval of Proposal 5.
Purpose of Proposal 5 — Nasdaq Stockholder Approval Requirement
Our common stock is listed on Nasdaq and trades under the ticker symbol AMRS. The rules governing companies with securities listed on Nasdaq require stockholder approval in connection with a transaction other than a public offering involving the sale or issuance by the company of common stock (or securities convertible into or exchangeable for common stock) equal to 20% or more of the company’s common stock or 20% or more of the company’s voting power outstanding before the issuance for a price that is less than the lower of: (i) the closing price of the common stock immediately preceding the signing of the binding agreement for the issuance of such securities; or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the issuance of such securities (the “Minimum Price”). This requirement is set forth in Nasdaq Marketplace Rule 5635(d). Based on Nasdaq Marketplace Rule 5635(d), the issuance of the New Notes, the Exchange Shares, the Rights and the Warrants and the potential issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and make installment payments on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants, may be deemed to involve the issuance of securities convertible into or exchangeable for more than 20% of our common stock at a discount to the Minimum Price.
We are requesting in this Proposal 5 that our stockholders approve the issuance of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and amortization on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants, in each case, in accordance with Nasdaq Marketplace Rule 5635(d). The issuance of shares of our common stock related thereto is intended to be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act.
Voting Agreements
Under the terms of the voting agreements entered into between Amyris and each of Foris and Vivo, each stockholder who is a party to such agreements has agreed, subject to the terms and conditions set forth in the applicable voting agreement, to vote the shares of our common stock subject to such voting agreements for the approval of Proposal 5. As of the record date for the Annual Meeting, the parties to the voting agreements beneficially owned and were entitled to vote approximately 36.5% of the shares of our common stock outstanding.
Potential Adverse Effects — Dilution and Impact of the Offering on Existing Stockholders
The issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and amortization on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and/or Warrants, would have a dilutive effect on current stockholders who did not participate in the Exchange in that the percentage ownership of the Company held by such current stockholders would decline as a result of the issuance of common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and make installment payments on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants, and therefore our current stockholders who did not participate in the Exchange would have less ability to influence significant corporate decisions requiring stockholder approval. Therefore, any issuance of our common stock related thereto could have a dilutive effect on book value per share and any future earnings per share of our common stock. Dilution of equity interests could also cause prevailing market prices for our common stock to decline.
Due to potential adjustments to the number of shares of our common stock issuable upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and amortization on the New Notes in shares of our common stock, the exact magnitude of the potential dilutive effect of the issuance of shares of our common stock (i) upon conversion of the New Notes, upon our election, and at our discretion, to pay interest and amortization on the New Notes in shares of our common stock, and (ii) upon exercise of the Rights and Warrants cannot be conclusively determined. However, the dilutive effect may be material to current stockholders of the Company.
 
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Proposal 6 — 
Approval of amendment of Restated Certificate of Incorporation to increase the Total Number of Authorized Shares of Common Stock
General
We are asking stockholders to approve an amendment (the “Amendment”) to Article IV of our restated certificate of incorporation to increase the total number of our authorized shares from 255,000,000 to 355,000,000 and the number of authorized shares of common stock from 250,000,000 to 350,000,000 (the “Authorized Share Increase”). The Board has approved the advisability of and has adopted, subject to stockholder approval, the Amendment and the Authorized Share Increase. The Amendment requires approval of both the Board and our stockholders. Accordingly, we are seeking stockholder approval for the Amendment at the annual meeting of stockholders by means of this Proxy Statement. The form of the proposed Amendment is attached to this proxy statement as Appendix B and is incorporated herein by reference.
Article IV of our certificate of incorporation currently authorizes us to issue up to 255,000,000 shares of stock, with 250,000,000 designated as common stock and 5,000,000 designated as preferred stock. The additional common stock will have rights identical to our currently outstanding common stock. The number of authorized shares of our preferred stock will not be affected by this amendment; it will be maintained at 5,000,000 shares. No other changes are being proposed to our Certificate of Incorporation.
Our common stock consists of a single class, with equal voting, distribution, liquidation and other rights. As of April 3, 2020, of our 250,000,000 shares of authorized common stock, 163,891,920 shares were issued and outstanding and approximately 83 million shares were reserved for issuance under our current equity plans, outstanding convertible promissory notes, outstanding convertible preferred stock, and other outstanding rights to acquire common stock.
Purpose of the Authorized Share Increase
The reason for the proposed amendment is to increase our financial flexibility following the issuance of the New Notes, Rights and Warrants under the Exchange (as described above), as well as the issuance of shares of common stock and rights under the 2020 Private Placement (as described below), and to facilitate our ability to continue implementing our employee equity programs at competitive levels. Our cash flow from operations has been, and continues to be, negative. We have reported in our recent quarterly and annual reports on Form 10-Q and 10-K that we need to raise additional operating capital. The Board may determine that the optimal manner for doing so is the sale of equity securities, instruments convertible into equity securities or options or rights to acquire equity securities. For example, since 2013 we have been engaging in financings involving the private placement of our common stock, convertible promissory notes or warrants.
The increase in authorized shares of common stock will give the Board the flexibility to undertake certain transactions to support our business operations, without the potential expense or delay associated with obtaining stockholder approval for any particular issuance. For example, we could issue additional shares of common stock in the future in connection with one or more of the following (subject to laws, regulations or Nasdaq rules that might require stockholder approval of certain transactions):

financing transactions, such as public or private offerings of common stock or convertible securities;

strategic investments;

partnerships, collaborations and other similar transactions;

debt or equity restructuring or refinancing transactions;

acquisitions;

stock splits or stock dividends; or

any other proper corporate purposes.
The increase will also facilitate our ability to continue implementing our employee equity programs at competitive levels.
 
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As of April 3, 2020, all of our currently authorized shares of common stock has either been issued or reserved for issuance under our equity incentive plans or upon exercise of outstanding warrants or conversion of outstanding convertible promissory notes, or needs to be reserved for issuance upon exercise of outstanding rights (as described below), after taking into consideration the full potential of interest that accrues and can convert to or be payable in shares of our common stock (including the shares of common stock to be issued subject to approval of Proposal 5). We do not currently have enough shares authorized to provide for compliance with our financing agreements nor to provide sufficient flexibility to pursue appropriate equity financing opportunities if they arise or to take certain other actions that the Board may determine are in our best interests and the best interests of our stockholders.
2020 Private Placement
On January 31, 2020 we entered into a Security Purchase Agreement (the “SPA”) with certain accredited investors, including Foris Ventures, LLC (“Foris”), an entity affiliated with Director John Doerr and which beneficially owns more than 5% of our capital stock, for the issuance and sale of an aggregate of 8,710,802 shares of our common stock (the “PIPE Shares”) and rights to purchase an aggregate of 8,710,802 shares of our common stock at a purchase price of $2.87 per share, for a period of 12 months from the closing (the “PIPE Rights”), for an aggregate purchase price of $25 million. Due to the limitation of our authorized shares of common stock, we agreed to seek, at our first annual meeting of stockholders following the closing of the SPA, an increase in the authorized shares available for issuance under our charter so that we could reserve a sufficient number of shares to provide for the issuance of the shares of our common stock upon the exercise of the PIPE Right by Foris, consisting of 5,226,481 shares of common stock, which PIPE Rights were exercised by Foris on March 11, 2020. Foris agreed to receive the PIPE shares after the Company obtains shareholder approval to increase its authorized capital stock.
Vote Required and Board Recommendation
This proposal must receive a “For” vote from the holders of a majority of our outstanding shares of common stock entitled to vote at the annual meeting, irrespective of the number of votes cast on the proposal at the meeting. If you own shares through a bank, broker or other Intermediary, you must instruct your bank, broker or other Intermediary how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Abstentions and broker non-votes will have the same effect as an “Against” vote for this proposal.
The Board recommends a vote “FOR” this Proposal 6.
The Board believes it is desirable for us to have the flexibility to issue, without further stockholder action, additional shares of common stock in excess of the amount that is currently authorized. As is the case with the current authorized, unreserved, and unissued shares of common stock, the additional shares of common stock authorized by this proposed amendment could be issued upon approval by the Board without further vote of our stockholders except as may be required in particular cases by applicable law, regulatory agencies or Nasdaq rules. Such shares would be available for issuance from time to time as determined by the Board for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations, issuance in repayment of indebtedness and/or issuance pursuant to stock plans relating to options, restricted stock, restricted stock units and other equity grants.
Potential Adverse Effects
If this proposal is adopted, the additional authorized shares of common stock can be issued or reserved with approval of the Board at times, in amounts, and upon terms that the Board may determine, without additional stockholder approval. Stockholder approval of this proposal will not, by itself, cause any change in our capital accounts. However, any future issuance of additional shares of authorized common stock, or securities convertible into common stock, would ultimately result in dilution of existing stockholders who do not participate in such transactions, and could also have a dilutive effect on book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our
 
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common stock to decline. Current stockholders (other than those who are party to specific rights agreements with us, as described below) will not have preemptive rights to purchase additional shares.
In addition to dilution, the availability of additional shares of common stock for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of Amyris. For example, significant stock and convertible security issuances in connection with a series of private-placement financing efforts since 2012 have resulted in further concentration of ownership of Amyris by related parties. Such concentration of ownership could make it more difficult for an unrelated third party to undertake an acquisition of us. The Board is not aware of any actual or contemplated attempt to acquire control of Amyris and this proposal is not being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board from taking any actions that it deems consistent with its fiduciary duties.
Risks to Stockholders of Non-Approval
Because our cash flow from operations has been negative, if the stockholders do not approve this proposal, the Board may be precluded from pursuing a wide range of potential corporate opportunities that might raise necessary cash or otherwise be in the best interests of Amyris and the best interests of our stockholders. This could have a material adverse effect on our business and prospects. We would also face substantial challenges in hiring and retaining employees at all levels, including our executive leadership team, in the near term.
Interests of Certain Persons
Our executive officers and directors have an interest in this proposal by virtue of their being eligible to receive equity awards under our Prior Plan, the 2020 Plan (subject to approval of Proposal 4), and any future equity incentive plan we adopt.
Some of our directors are affiliated with, or were appointed as directors by, entities that own convertible securities, rights and/or warrants that are convertible into or exercisable for shares of our common stock. Further, some of our directors are affiliated with, or were appointed as directors by, entities that may participate in future equity financings that will require issuance or reservation of shares authorized by the proposed amendment to our certificate of incorporation. The beneficial ownership of our directors and its affiliates is set forth in section “Security Ownership of Certain Beneficial Owners and Management” of this Proxy Statement.
Biolding Investment SA, DSM International B.V., Naxyris S.A., Sualk Capital Ltd, and Vivo Capital LLC, each of which has or recently had relationships to our directors, all hold a right of first investment that allows them to participate in specified future securities offerings (pro rata based on their percentage ownership of then-outstanding common stock).
The 2020 Private Placement was approved by the Operations and Finance Committee of the Board and ratified by the Board.
Text of Proposed Amendment
The text of the proposed amendment to our certificate of incorporation to effect the Authorized Share Increase is attached to this Proxy Statement as Appendix B. However, such text is subject to amendment to include such changes as may be required by the office of the Secretary of State of the State of Delaware or as the Board of Directors deems necessary and advisable to effect the Authorized Share Increase under this proposal.
 
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Corporate Governance
Corporate Governance Principles
The Board has adopted written Corporate Governance Principles to provide the Board and its committees with operating principles designed to enhance the effectiveness of the Board and its committees, to establish good Board and committee governance, and to establish the responsibilities of management and the Board in supporting the Board’s activities. The Corporate Governance Principles set forth a framework for Amyris’s governance practices, including composition of the Board, director nominee selection, Board membership criteria, director compensation, Board education, meeting responsibilities, access to information and employees, executive sessions of independent directors, standing Board committees and their functions, and responsibilities of management.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of Amyris as required by Nasdaq governance rules. Our Code of Business Conduct and Ethics includes a section entitled “Code of Ethics for Chief Executive Officer and Senior Financial Officers,” providing additional principles for ethical leadership and a requirement that such individuals foster a culture throughout Amyris that helps ensure the fair and timely reporting of our financial results and condition. Our Code of Business Conduct and Ethics is available on the corporate governance section of our website at http://investors.amyris.com/corporate-governance.cfm. Stockholders may also obtain a printed copy of our Code of Business Conduct and Ethics and our Corporate Governance Principles by writing to the Secretary of Amyris at 5885 Hollis Street, Suite 100, Emeryville, California 94608. If we make any substantive amendment to a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or if we grant any waiver from any of such provisions to any such person, we will promptly disclose the nature of the amendment or waiver on the corporate governance section of our website at http://investors.amyris.com/corporate-governance.cfm.
 
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information with respect to the beneficial ownership of our common stock, as of March 31, 2020, by:

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our voting securities;

each of our directors;

each of our named executive officers; and

all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes any shares over which the individual or entity has sole or shared voting power or investment power. These rules also treat as outstanding all shares of capital stock that a person would receive upon the exercise of any option, warrant or right or through the conversion of a security held by that person that are immediately exercisable or convertible or exercisable or convertible within 60 days of the date as of which beneficial ownership is determined. These shares are deemed to be outstanding and beneficially owned by the person holding those options, warrants or rights or convertible securities for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information does not necessarily indicate beneficial ownership for any other purpose. Except as indicated in the footnotes to the below table and pursuant to applicable community property laws, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock attributed to them in the table.
Information with respect to beneficial ownership has been furnished to us by each director and named executive officer and certain stockholders, and derived from publicly-available SEC beneficial ownership reports on Forms 3 and 4 and Schedules 13D and 13G filed by covered beneficial owners of our common stock. Percentage ownership of our common stock in the table is based on 163,891,920 shares of our common stock outstanding on March 31, 2020 (as reflected in the records of our stock transfer agent). Except as otherwise set forth below, the address of the beneficial owner is c/o Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, California 94608.
Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned
(#)
Percent
of Class
(%)
5% Stockholders
Foris Ventures, LLC(1)
67,268,358 37.8%
DSM International B.V(2)
27,001,551 15.2%
FMR LLC(3)
19,308,437 11.5%
Vivo Capital LLC(4)
16,868,473 9.7%
Total Raffinage Chimie(5)
9,176,833 5.6%
Loyola Capital Management, LLC(6)
8,300,000 5.1%
Directors and Named Executive Officers
John Melo(7)
798,338 *
John Doerr(1)(8)
67,565,870 38.0%
Geoffrey Duyk(9)
18,498 *
Philip Eykerman(10)
15,864 *
Christoph Goppelsroeder(11)
Frank Kung(4)(12)
16,877,371 9.7%
James McCann(13)
3,506 *
Steven Mills(14)
18,314 *
 
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Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned
(#)
Percent
of Class
(%)
Carole Piwnica(15)
5,761,101 3.4%
Lisa Qi
Patrick Yang(16)
52,592 *
Eduardo Alvarez(17)
265,940 *
Kathleen Valiasek(18)
290,950 *
All Directors and Executive Officers as a Group (15) Persons)(19)
91,872,603 47.4%
*
Represents beneficial ownership of less than 1%.
(1)
Includes 8,738,230 shares of common stock issuable upon exercise of certain warrants held by Foris, Ventures, LLC (“Foris”) and 5,266,481 shares of common stock issuable after the Company obtains shareholder approval to increase its authorized capital stock pursuant to Proposal 6. Foris is indirectly owned by director John Doerr, who shares voting and investment control over the shares held by Foris. The address for Foris is 751 Laurel Street #717, San Carlos, California 94070.
(2)
Includes 13,994,198 shares of common stock issuable upon exercise of certain warrants held by DSM International B.V. (together with its affiliates, “DSM”). DSM International B.V. is a wholly owned subsidiary of Koninklijke DSM N.V. Accordingly, Koninklijke DSM N.V. may be deemed to share beneficial ownership of the securities held of record by DSM International B.V. Koninklijke DSM N.V. is a publicly traded company with securities listed on the Amsterdam Stock Exchange. The address for DSM International B.V. is HET Overloon 1, 6411 TE Heerlen, Netherlands.
(3)
Includes 3,484,321 shares of common stock issuable upon exercise of certain warrants held by FMR LLC. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(4)
Includes (i) 1,943,661 shares of common stock issuable upon conversion of shares of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) held by affiliates of Vivo Capital LLC (together with its affiliates, “Vivo”) and (ii) 8,432,565 shares of common stock issuable upon exercise of certain warrants held by Vivo. Director Frank Kung is a founding member of Vivo and a voting member of the general partner of Vivo entities that hold our common stock, Series D Preferred Stock and warrants, and may be deemed to share voting and dispositive power over the shares held by such entities. The address for Vivo is 505 Hamilton Avenue, Suite 207, Palo Alto, California 94301.
(5)
Includes (i) 161,609 shares of common stock issuable upon conversion of certain convertible promissory notes held by Total Raffinage Chimie (“Total”) and (ii) 141,881 shares of common stock issuable upon exercise of certain warrants held by Total. The address for Total is 2, Place Jean Millier, La Défense 6, 92400 Courbevoie, France.
(6)
The address for Loyola Capital Management, LLC is 222 E. Wisconsin Avenue, Suite 201, Lake Forest, Illinois 60045.
(7)
Shares beneficially owned by Mr. Melo include (i) 559,863 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 156,241 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(8)
Shares beneficially owned by Mr. Doerr include (i) 67,268,358 shares of common stock beneficially owned by Foris, in which Mr. Doerr indirectly owns all of the membership interests, (ii) 567 shares of common stock held by The Vallejo Ventures Trust U/T/A 2/12/96, of which Mr. Doerr is a trustee, (iii) 278,882 shares of common stock held by entities affiliated with Kleiner Perkins Caufield & Byers of which Mr. Doerr is an affiliate, excluding 16,399 shares over which Mr. Doerr has no voting or investment power, (iv) 2,266 restricted stock units, all of which were unvested as of March 31, 2020, and (v) 10,265 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(9)
Shares beneficially owned by Dr. Duyk include (i) 9,566 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 4,666 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
 
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(10)
Shares beneficially owned by Mr. Eykerman include (i) 2,932 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 8,199 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020. Mr. Eykerman was appointed to the Board on May 18, 2017 as the designee of DSM. Mr. Eykerman disclaims beneficial ownership of all shares of Amyris common stock that are or may be beneficially owned by DSM or any of its affiliates.
(11)
Mr. Goppelsroeder was appointed to the Board on November 2, 2017 as the designee of DSM. Mr. Goppelsroeder does not beneficially own any shares of Amyris common stock directly and disclaims beneficial ownership of all shares of Amyris common stock that are or may be beneficially owned by DSM or any of its affiliates.
(12)
Shares beneficially owned by Dr. Kung include (i) 16,868,473 shares of common stock beneficially owned by Vivo, over which Dr. Kung may be deemed to share voting and dispositive power, (ii) 2,932 restricted stock units, all of which were unvested as of March 31, 2020 and (iii) 5,966 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020. Dr. Kung was appointed to the Board on November 2, 2017 as the designee of Vivo. Dr. Kung disclaims beneficial ownership over shares of Amyris common stock that are or may be beneficially owned by Vivo except to the extent of his pecuniary interest therein.
(13)
Shares beneficially owned by Mr. McCann include (i) 2,266 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 750 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(14)
Shares beneficially owned by Mr. Mills include (i) 2,266 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 3,466 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(15)
Shares beneficially owned by Ms. Piwnica include (i) 5,743,038 shares beneficially owned by Naxyris S.A. (“Naxyris”), over which Ms. Piwnica may be deemed to share voting and dispositive power, (ii) 2,266 restricted stock units, all of which were unvested as of March 31, 2020, and (iii) 10,265 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020. Ms. Piwnica was designated to serve as a director by Naxyris. Ms. Piwnica indirectly owns 100% of Naxyris, through its affiliate Arianna S.A.
(16)
Shares beneficially owned by Dr. Yang include (i) 2,266 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 9,065 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(17)
Shares beneficially owned by Mr. Alvarez include 30,000 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(18)
Shares beneficially owned by Ms. Valiasek include (i) 134,888 restricted stock units, all of which were unvested as of March 31, 2020, and (ii) 65,944 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 31, 2020.
(19)
Shares beneficially owned by all of our executive officers and directors as a group include the shares of common stock described in footnotes 7 through 18 above.
 
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Delinquent Section 16(A) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and any person or entity who beneficially owns more than ten percent of a registered class of our common stock or other equity securities, to file with the SEC certain reports of ownership and changes in ownership of our securities. Based solely on review of such filed reports and written representations by our executive officers and directors that no other reports were required, we believe that, during 2019, no reporting person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis, except that Carole Piwnica filed one Form 5 late on April 7, 2020, with respect to certain transactions between the company and Naxyris.
Equity Compensation Plan Information
The following table shows certain information concerning our common stock reserved for issuance in connection with our 2005 Stock Option/Stock Issuance Plan, our 2010 Equity Incentive Plan and our 2010 Employee Stock Purchase Plan, all as of December 31, 2019:
Plan category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-average
exercise price of
outstanding
options
Number of
securities to be
issued upon vesting
of outstanding
restricted stock
units
Number of
securities remaining
available for future
issuance under
equity
compensation
plans(1)(2)
Equity compensation plans approved by security holders
5,620,419 $ 10.27 5,782,651 4,079,422
Equity compensation plans not approved by security holders
Total
5,620,419 $ 10.27 5,782,651 4,079,422
(1)
Includes 3,815,625 shares reserved for future issuance under our 2010 Equity Incentive Plan and 263,797 shares reserved for future issuance under our 2010 Employee Stock Purchase Plan. No shares are reserved for future issuance under our 2005 Stock Option/Stock Issuance Plan other than shares issuable upon exercise of equity awards outstanding under such plan.
(2)
Effective January 1, 2020, the number of shares available for future issuance under our 2010 Equity Incentive Plan increased by 5,887,133 shares pursuant to the automatic increase provision contained in the 2010 Equity Incentive Plan and the number of shares available for future issuance under our 2010 Employee Stock Purchase Plan increased by 588,713 shares, in each case pursuant to automatic increase provisions contained in the respective plans, as discussed in more detail below.
 
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Executive Officers
The following table provides the names, ages and offices of each of our current executive officers as of March 31, 2020:
Name
Age
Position
John Melo
54
Director, President and Chief Executive Officer
Han Kieftenbeld
54
Chief Financial Officer
Eduardo Alvarez
56
Chief Operating Officer
Nicole Kelsey
53
General Counsel and Secretary
John Melo
See above under “Proposal 1 — Election of Directors — Business Experience and Qualifications of Directors.”
Han Kieftenbeld
Han Kieftenbeld has served as our Chief Financial Officer since March 2020. Mr. Kieftenbeld has over 25 years of international business leadership, finance and operations experience in food, health and nutrition end-markets. Previously, from April 2016 to April 2019, Mr. Kieftenbeld served as Senior Vice President and Chief Financial Officer of Innophos Holdings, Inc., a leading international science-based producer of essential ingredients for health and nutrition, food and beverage and industrial brands. From June 2014 to July 2015, Mr. Kieftenbeld served as the Global Chief Financial Officer at AB Mauri, a worldwide leader in bakery ingredients. Prior to that, Mr. Kietenbeld held finance and operations roles of increasing reach and impact, including serving as Global Chief Procurement Officer of Ingredion Incorporated, and Global Chief Financial Officer of National Starch. Mr. Kieftenbeld started his career at Unilever in the Netherlands. In 2006, Mr. Kieftenbeld earned a joint Master of Business Administration degree from New York University Stern School of Business, London School of Economics and Political Science, and the HEC School of Management, Paris. He holds a Bachelor of Science degree in Business Economics and Accounting from Windesheim University in the Netherlands.
Eduardo Alvarez
Eduardo Alvarez has served as our Chief Operating Officer since October 2017. Mr. Alvarez has over 30 years of global operations experience both running and advising growth companies. Previously, he served as Global Operations Strategy Leader for PricewaterhouseCoopers LLP (PwC). During his tenure, Mr. Alvarez co-led the integration of his prior company, Booz & Company, following its acquisition by PwC. In that role, he grew operations into a global practice with $1.5 billion in revenue and 4,000 employees. Mr. Alvarez’s assignments focused on delivering structural cost improvements while also driving sustained revenue growth. His experience also includes roles at Booz Allen Hamilton, General Electric and AT&T. Alvarez holds a Master of Business Administration degree from Harvard Business School, a Master’s of Science in Mechanical Engineering in Computer Control and Manufacturing from the University of California, Berkeley, and a Bachelor of Science degree in Mechanical Engineering from the University of Michigan. Mr. Alvarez is a board member of The Chicago Council of Global Affairs.
Nicole Kelsey
Nicole Kelsey has served as our General Counsel and Secretary since August 2017. Her areas of expertise range from international M&A to U.S. Securities laws and multi-jurisdictional corporate governance. Prior to joining Amyris, she served as General Counsel and Secretary of Criteo, a global leader in commerce marketing based in Paris, for over three years. Prior to joining Criteo, Ms. Kelsey was the senior securities lawyer for Medtronic, a global leader in medical technology; she served as head M&A attorney for CIT Group, Inc.; was the general counsel of a private merchant bank; and was the senior corporate attorney for the international conglomerate Vivendi. Before going in-house, Ms. Kelsey practiced with the law firms of White & Case and Willkie, Farr & Gallagher, in Paris and New York. A Fulbright scholar, Ms. Kelsey holds a Juris Doctor degree from Northwestern Pritzker School of Law and a Bachelor of Arts degree in Political Science and International Studies from The Ohio State University; and is admitted to practice law in New York and Minnesota.
 
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Executive Compensation
Summary Compensation Table
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)(1)
Option
Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)
Total
($)
John Melo
President and Chief Executive
Officer
2019 630,000 185,320(3) 144,424 11,680 333,613(4) 1,261(5) 1,306,298
2018 600,000 192,240(6) 3,556,00 5,122,500 166,275 997(5) 9,638,012
Eduardo Alvarez
Chief Operating Officer
2019 416,667(7) 245,825 2,701(8) 665,192
2018 400,000 194,140(9) 1,270,00 110,850 2,437(10) 1,977,427
Kathleen Valiasek(11)
Chief Business Officer
2019 420,000 156,072 12,006(12) 588,078
2018 420,000 129,062(9) 1,016,00 370,650 73,947 5,500(13) 2,015,159
(1)
The amounts in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions made in the valuation of the awards are discussed in Note 11, “Stock-based Compensation” of ”Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These amounts do not correspond to the actual value that may be recognized by our named executive officers.
(2)
As required under applicable rules of the Securities and Exchange Commission, payments under our 2019 cash bonus plan are included in the column entitled “Non-Equity Incentive Plan Compensation,” as they were based upon the satisfaction of pre-established performance targets, the outcome of which was substantially uncertain.
(3)
Includes a discretionary cash bonus paid to Mr. Melo in the amount of $185,320 in recognition of the value lost on the voiding of certain equity awards granted to him in May 2017 that inadvertently exceeded the annual per-participant award limit contained in the 2010 Equity Incentive Plan.
(4)
In March 2020, the LDCC approved a discretionary increase in the cash bonus to be paid to Mr. Melo for the annual period of 2019, from $74,119 to $95,000, in recognition of his contributions.
(5)
Refers to taxes associated with long term disability insurance.
(6)
Refers to a cash bonus payment under our 2018 cash bonus plan for the annual period approved by the LDCC in its discretion, notwithstanding the Company’s failure to meet the funding threshold for such period.
(7)
Mr. Alvarez’s base salary was increased from $400,000 to $500,000, effective November 1, 2019.
(8)
Includes $1,440 as a stipend for waiving medical benefits and $1,261 for taxes associated with long term disability insurance premiums.
(9)
Refers to cash bonus payments under our 2018 cash bonus plan for the third quarter and annual period approved by the LDCC in its discretion, notwithstanding the Company’s failure to meet the funding threshold for such periods.
(10)
Includes $997 as a stipend for waiving medical benefits and $1,440 for taxes associated with long term disability insurance premiums.
(11)
Ms. Valiasek assumed the newly created role of Chief Business Officer to lead the CBD business and other business development efforts while continuing to lead the financing and investor relation activities effective June 3, 2019. Previously she served as our Chief Financial Officer from January 4, 2017 to June 2, 2019.
(12)
Includes $5,500 for Section 401(k) plan employer matching contribution in 2019 and cash received for individual performance under the Company’s employee recognition program.
(13)
Includes $5,250 for Section 401(k) plan employer matching contribution in 2018.
 
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Narrative Disclosure to Summary Compensation Table
The following narrative describes the material terms of our named executive officers’ annual compensation, including base salaries, cash bonuses, our equity award granting practices and severance benefits and explanations of decisions for cash and equity compensation during 2019. As noted below under “Agreements with Executive Officers,” except for certain terms contained in their employment offer letters, equity award agreements and participation agreements entered into in connection with our Executive Severance Plan, none of our named executive officers has entered into a written employment agreement with us. The following narrative should be read in conjunction with the compensation tables contained elsewhere in this Proxy Statement.
Compensation Philosophy and Objectives and Elements of Compensation
The primary objectives of our executive compensation program in 2019 were to:

Attract, retain, and motivate highly talented employees that are key to our success;

Reinforce our core values and foster a sense of ownership, urgency and entrepreneurial spirit;

Link compensation to individual, team, and company performance (as appropriate by employee level);

Emphasize performance-based compensation for individuals who can most directly impact stockholder value; and

Provide exceptional pay for delivering exceptional results.
Our success depends, among other things, on attracting and retaining executive officers with experience and skills in a number of different areas as we continue to drive improvements in our technology platform and production process, pursue and establish key commercial relationships, develop and commercialize products and establish a reliable supply chain and manufacturing organization.
Our business continues to be in an early stage of development, with cash management being one key consideration for our strategy and operations. Accordingly, for 2019, we intended to provide a competitive compensation program that would enable us to attract and retain the top executives and employees necessary to develop our business, while being prudent in the management of our cash and equity. Based on this approach, we continued to aim to balance and reward annual and long-term performance with a total compensation package that included a mix of both cash and equity. Our compensation program was intended to align the interests of our executive officers, key employees and stockholders and to drive the creation of stockholder value by providing long-term incentives through equity-based awards.
Our intent and philosophy in designing compensation packages at the time of hiring of new executives is based on providing compensation that we believe is sufficient to enable us to attract the necessary talent to grow our business, within prudent limitations as discussed above. Compensation of our executive officers after the initial period following their hiring is influenced by the amounts of compensation that we initially agreed to pay them, as well as by our evaluation of their subsequent performance, changes in their levels of responsibility, retention considerations, prevailing market conditions, our financial condition and prospects, and our attempt to maintain an appropriate level of internal pay parity in the compensation of existing executive officers relative to the compensation paid to more recently hired executives.
We compensate our executive officers with a combination of salaries, cash bonuses and equity awards. We believe this combination of cash and equity compensation, subject to strategic allocation among such components, is largely consistent with the forms of compensation provided by other companies with which we compete for executive talent, and, as such, matches the expectations of our executive officers and the market for executive talent. We also believe that this combination provides appropriate incentive levels to retain our executives, reward them for performance in the short term and induce them to contribute to the creation of value in Amyris over the long term. We view the different components of our executive compensation program as distinct, each serving particular functions in furthering our compensation philosophy and objectives, and, together, providing a holistic approach to achieving such philosophy and objectives.
Base Salary.   We believe that we must maintain base salary levels that are sufficiently competitive to position us to attract and retain the executive officers we need and that it is important for our executive
 
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officers to perceive that over time they will continue to have the opportunity to earn a salary that they regard as competitive. The LDCC of our Board (the “LDCC” or the “Committee”) reviews and adjusts, as appropriate, the base salaries of our executive officers on an annual basis, and makes decisions with respect to the base salaries of new executives at the time of hire. In making such determinations, the Committee considers several factors, including our overall financial performance, the individual performance of the executive officer in question (including, for executives other than our CEO, the recommendation of our CEO based on a performance evaluation of the executive officer in question), the executive officer’s potential to contribute to our annual and longer-term strategic goals, the executive officer’s scope of responsibilities, qualifications and experience, competitive market practices for base salary, prevailing market conditions and internal pay parity.
Cash Bonuses.   We believe the ability to earn cash bonuses should provide incentives to our executive officers to effectively pursue goals established by our Board and should be regarded by our executive officers as appropriately rewarding effective performance against these goals. For 2019, the LDCC adopted a cash bonus plan for our executive officers, the details of which are described below under “2019 Compensation.” The 2019 cash bonus plan included company performance goals and individual performance goals and was structured to motivate our executive officers to achieve our short-term financial and operational goals and to reward exceptional company and individual performance. In particular, our 2019 cash bonus plan was designed to provide incentives to our executive officers to achieve 2019 company financial and operational targets on a quarterly and annual basis, together with various key individual operational objectives that were considered for annual performance achievement. In general, target bonuses for our executive officers are initially set in their offer letters based on similar factors to those described above with respect to the determination of base salary. For subsequent years, target bonuses for our executive officers may be adjusted by the LDCC based on various factors, including any modifications to base salary, competitive market practices and the other considerations described above with respect to adjustments in base salary. In March 2020, the LDCC approved a discretionary increase in the cash bonus to be paid to Mr. Melo for the annual period of 2019, from $74,119 to $95,000, in recognition of his contributions. In addition, in January 2019 the LDCC approved a discretionary cash bonus payment to our CEO. See “2019 Compensation — Equity Compensation — 2019 CEO Cash Bonus and Equity Awards” below for more information.
Equity Awards.   Our equity awards are designed to be sufficiently competitive to allow us to attract and retain talented and experienced executives. In 2019, the LDCC did not grant annual equity awards to our executive officers. Stock option awards for executive officers are granted with an exercise price equal to the fair market value of our common stock on the date of grant; accordingly, such stock option awards will have value to our executive officers only if the market price of our common stock increases after the date of grant. Restricted Stock Unit (“RSU”) awards represent the right to receive full-value shares of our common stock without payment of any exercise or purchase price. We have a practice that began in 2016 to place a greater emphasis on RSU awards, as compared to stock options, to increase the perceived value of equity awards granted to our executive officers. The relative weighting between the stock option and RSU awards granted to our executive officers is based on the LDCC’s review of market practices. In January 2019, the LDCC approved a discretionary equity award to our CEO. See “2019 Compensation — Equity Compensation — 2019 CEO Cash Bonus and Equity Awards” below for more information. In addition, in 2018, the LDCC approved special equity awards to our CEO consisting of a stock option subject to performance-based vesting conditions and RSUs with time-based vesting requirements, as described in more detail below under “2019 Compensation — Equity Awards — 2018 CEO Equity Awards.”
We typically grant stock option awards with four-year vesting schedules. Stock option grants include a one year “cliff”, where the stock option award vests as to 25% of the shares of our common stock subject to the award after one year, and monthly thereafter, subject to continued service through each vesting date. Our RSU awards have generally been granted with three-year vesting schedules, vesting as to 1/3rd of the units subject to the award annually, subject to continued service through each vesting date. We believe such vesting schedules are generally consistent with the option and RSU award granting practices of our peer group companies. In January 2019, the LDCC approved a discretionary equity award to our CEO with non-standard vesting terms. See “2019 Compensation — Equity Compensation — 2019 CEO Cash Bonus and Equity Awards” below for more information. In addition, in 2018, we granted stock option and/or RSU awards with non-standard vesting terms to certain of our executive officers, including our CEO, the details of which are described below under “2019 Compensation — Equity Awards — 2018 CEO Equity Awards.”
 
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We grant equity awards to our executive officers in connection with their hiring, or, as applicable, their promotion from other roles at the Company. The size of initial equity awards is determined based on the executive’s position with us and takes into consideration the executive’s base salary and other compensation as well as an analysis of the grant and compensation practices of our peer group companies in connection with establishing our overall compensation policies. The initial equity awards are generally intended to provide the executive with an incentive to build value in the Company over an extended period of time, while remaining consistent with our overall compensation philosophy. Insofar as we have to date incurred operating losses and consumed substantial amounts of cash in our operations, and to compensate for cash salaries and cash bonus opportunities that were, in certain cases, lower than those offered by competing employers, we have sought to attract executives to join us by granting equity awards that would have the potential to provide significant value if we are successful.
We grant additional equity awards in recognition of commendable performance, in connection with significant changes in responsibilities, and/or in order to better ensure appropriate retention and incentive opportunities from time to time. Further, equity awards are a component of the annual compensation package of our executive officers.
Role of Stockholder Say-on-Pay Votes.   At our 2011, 2014 and 2017 annual meetings of stockholders, our stockholders voted, on an advisory basis, on the compensation of our named executive officers (commonly referred to as a “stockholder say-on-pay vote”). A majority of the votes cast were voted in favor of the non-binding advisory resolutions approving the compensation of our named executive officers as summarized in our 2011, 2014 and 2017 proxy statements. In 2017, 99% of the votes cast on the stockholder say-on-pay proposal approved, on a non-binding advisory basis, the compensation of our named executive officers as summarized in our 2017 proxy statement. The LDCC believes that this affirms our stockholders’ support of our approach to executive compensation, and, accordingly, did not materially change its approach to executive compensation in 2019 and does not intend to do so in 2020. In addition, in 2017 our stockholders approved, and our Board subsequently adopted, a three-year interval for conducting future stockholder say-on-pay votes. Our stockholders will again be voting, on an advisory basis, on the compensation of our named executive officers at our 2020 annual meeting. For more information, see “Proposal 3 — Non-Binding Advisory Vote on Compensation of Named Executive Officers” in this Proxy Statement.
Role of Compensation Consultant.   In connection with an annual review of our executive compensation program for 2019, the LDCC retained Compensia, a national compensation consulting firm, to provide advice and guidance on our executive compensation policies and practices and relevant information about the executive compensation practices of similarly situated companies. In 2019, Compensia assisted in the preparation of materials for executive compensation proposals in advance of Committee meetings, including 2019 compensation levels for certain of our executive officers and the design of our cash bonus, equity, severance and change of control programs and other executive benefit programs. Compensia also reviewed and advised the LDCC on materials relating to executive compensation prepared by management for Committee consideration.
Compensia, under the direction of the LDCC, may continue to periodically conduct a review of the competitiveness of our executive compensation program, including base salaries, cash bonus opportunities, equity awards and other executive benefits, by analyzing the compensation practices of companies in our compensation peer group, as well as data from third-party compensation surveys. Generally, the LDCC uses the results of such analyses to assess the competitiveness of our executive officers’ total compensation, and to determine whether each component of such total compensation is properly aligned with reasonable and responsible practices among our peer companies.
The LDCC also retained Compensia for assistance in reviewing and making recommendations to our Board regarding the compensation program for our non-employee directors when it was originally adopted in late 2010 and again when such program was subsequently amended in December 2015 and November 2016, and to provide market data and materials to the Committee.
In November 2018 and December 2019, the LDCC reviewed the independence of Compensia under applicable compensation consultant independence rules and standards and determined that Compensia had no conflict of interest with Amyris.
 
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Compensation Decision Process
Under the charter of the LDCC, our Board has delegated to the Committee the authority and responsibility to discharge the responsibilities of the Board relating to the compensation of our executive officers. This includes, among other things, review and approval of the compensation of our executive officers and of the terms of any compensation agreements with our executive officers. For more information regarding the functions and composition of the LDCC, please refer to “Proposal 1 — Election of Directors — Committees of the Board” above.
In general, the LDCC is responsible for the design, implementation and oversight of our executive compensation program. In accordance with its charter, the Committee determines the annual compensation of our CEO and other executive officers and reports its compensation decisions to our Board. The Committee also administers our equity compensation plans, including our 2010 Equity Incentive Plan (the “2010 EIP”) and 2010 Employee Stock Purchase Plan. Generally, our Human Resources, Finance and Legal departments work with our Chief Executive Officer to design and develop new compensation programs applicable to our executive officers and non-employee directors, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer compensation comparisons and other committee briefing materials, and to implement the decisions of the Committee. Members of these departments and our Chief Executive Officer also meet separately with Compensia to convey information on proposals that management may make to the LDCC, as well as to allow Compensia to collect information about Amyris to develop its recommendations. In addition, our Chief Executive Officer conducts reviews of the performance and compensation of our other executive officers, and based on these reviews and input from Compensia and our Human Resources department, makes recommendations regarding compensation for such executive officers directly to the Committee. For our CEO’s compensation, Compensia reviews relevant market data with the Chair of the LDCC, as well as the performance of our CEO, and based on such review makes a recommendation regarding our CEO’s compensation, which is then presented to the LDCC. None of our executive officers participated in the determinations or deliberations of the LDCC regarding the amount of any component of his or her own 2019 compensation.
2019 Compensation
Background.   In designing the compensation program and making decisions for our executive officers for 2019, the Committee sought to balance achievement of critical operational goals with retention of key personnel, including our executive officers. Accordingly, the Committee focused in particular on providing a strong equity compensation program in order to provide strong retention incentives through challenging periods. It also focused on cash management in setting target total cash compensation (and associated salary and bonus target levels) for our executive officers. Another key theme for 2019 was establishing strong incentives to drive our performance, including continued emphasis on company performance goals over individual goals in the 2019 cash bonus plan and on equity compensation for longer-term upside potential and sharing in company growth.
Base Salaries.   In February and November 2019, the LDCC reviewed the base salaries, bonus targets and target total cash compensation of our executive officers against its compensation peer group, as supplemented by relevant industry survey data, and, as a result of such analysis, as well as consideration of the factors described above under “Compensation Philosophy and Objectives and Elements of Compensation — Base Salary,” approved (i) effective January 1, 2019, an increase to the base salary of our CEO from $600,000 to $630,000 and (ii) effective November 1, 2019, an increase to the base salary of Mr. Alvarez from $400,000 to $500,000.
Cash Bonuses.   In November 2018, the LDCC adopted a 2019 cash bonus plan for our executive officers, which was amended in February 2019 and August 2019. Under the plan, as amended in August 2019, our executive officers were eligible for bonuses based on the achievement of company metrics for each quarter in 2019, with a portion of their target bonus allocated to annual company and individual performance. The 2019 cash bonus plan was intended to provide a balanced focus on both our long-term strategic goals and shorter-term quarterly operational goals. The 2019 cash bonus plan provided for funding and payout of cash bonus awards based on our quarterly and annual performance during 2019 under pre-established metrics selected by the LDCC for each quarter and for the year. Payouts under the 2019 cash bonus plan were made following a
 
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review of our results and performance each quarter and, for the fourth quarter and annual components, a review occurred in March 2020 with respect to the fourth quarter and annual performances of the Company as well as each executive officer’s individual performance. The 2019 cash bonus plan provided for a 50% weighting for quarterly achievement (with each quarter worth 12.5% of the total bonus fund for the year) and 50% for full year 2019 achievement. In addition, in January 2019, the LDCC approved a discretionary cash bonus to our CEO. On March 19, 2020, the LDCC approved a discretionary increase in the cash bonus to be paid to Mr. Melo for the annual period of 2019, from $74,119 to $95,000, in recognition of his contributions. See “2019 Compensation — Equity Compensation — 2019 CEO Cash Bonus and Equity Awards” below for more information.
The total funding possible under the 2019 cash bonus plan was based on a cash value (or the “target bonus fund”) determined by the executive officers’ target bonus levels. Target bonus levels for our executive officers in 2019 varied by individual, but were generally set between 50% and 100% of their annual base salary. In February 2019, the LDCC reviewed our executive officers’ bonus targets as part of its review of target total cash compensation for similar roles among executive officers at companies in the compensation peer group, as supplemented by relevant industry survey data, and, as a result of such analysis, as well as consideration of the factors described above under “Compensation Philosophy and Objectives and Elements of Compensation — Cash Bonuses,” approved increases to the target bonus level for one of our executive officers, Ms. Kelsey, from 40% to 50% of annual base salary effective January 1, 2019.
The quarterly and annual funding of the 2019 cash bonus plan was based on achievement of the following company performance metrics for the applicable quarter and full year 2019: GAAP revenue (weighted 100% for each quarterly period and 50% for the annual period), operating expenses (weighted 30% for the annual period) and direct gross margin (weighted 20% for the annual period). For each quarterly period and for the annual period under the 2019 cash bonus plan, “threshold,” “target” and “superior” performance levels were set for each applicable performance metric, which performance levels were intended to capture the relative difficulty of achievement of that metric.
If we did not achieve at least a 50% weighted average achievement level of the applicable performance metrics described above that achieved at least the “threshold” performance level for a given bonus plan period (the “funding threshold”), no funding would occur for such period. If we achieved the funding threshold level, 50% funding would occur. For a weighted average achievement between the funding threshold level and “target” level, a pro rata increase in funding would occur up to 100% of the target bonus fund allocated to such period. For weighted average achievement above the target level, an increase in funding of 1.67% of the target bonus fund for every 1% above target performance would occur up to 150% of the target bonus fund for the applicable bonus plan period.
Any payouts for the quarterly bonus periods would be the same as the funded level (provided the recipient meets eligibility requirements), subject to the final discretion of the Committee. Payouts for the annual bonus period would be made from the aggregate funded amount in the discretion of the Committee based on company and individual performance, and could range from 0% to 200% of an individual’s funded amount for the annual bonus period. The Committee chose to emphasize company performance goals for the quarterly and annual bonus plan periods given the critical importance of our short term strategic goals, but also to retain reasonable incentives and rewards for exceptional individual performance, recognizing the value of such incentives and rewards to our operational performance and to individual retention.
Based on the foregoing bonus plan structure, individual bonuses were awarded each quarter based on the LDCC’s assessment of company achievement, and with respect to the annual bonus, the LDCC’s assessment of company achievement as well as each executive officer’s contributions to such achievement, his or her progress toward achieving his or her individual goals, and his or her demonstrating our core values. Actual payment of any bonuses with respect to 2019 remained subject to the final discretion of the Committee.
Company Performance Goals.   Company performance during 2019 was measured and weighted against quarterly and annual targets established for GAAP revenue, operating expenses and direct gross margin, as applicable. The quarterly and annual weighting and achievement for each applicable metric are described below.
These targets were initially approved by the LDCC in November 2018. The annual and first quarter targets were then amended in February 2019, and the second, third and fourth quarter targets were adopted
 
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and amended at subsequent meetings of the Committee during 2019. The applicable targets for each quarter were discussed and evaluated in October and November 2019 as well as in March 2020, based on quarterly and annual performance (in March 2020, the LDCC discussed and evaluated the fourth quarter as well as the full year 2019 results) and continued development of our business and operating plans for 2019 and beyond. Achievement levels were determined in the discretion of the LDCC following each period under the 2019 cash bonus plan.
Degree of Difficulty in Achieving Performance Goals.   The LDCC considered the likelihood of achievement when recommending and approving, respectively, the Company and individual performance goals and bonus plan structures for each of the 2019 cash bonus plan periods, but it did not undertake a detailed statistical analysis of the difficulty of achievement of each measure. For 2019, the Committee considered the 50% weighted average achievement level to be attainable with normal effort, 100% to be challenging but achievable with significant effort, requiring circumstances to align as predicted, and any amounts in excess of 100% to be difficult to achieve, requiring additional sources of revenue, breakthroughs in technology, manufacturing operations, process development or business development, and exceptional levels of effort on the part of the executive team, as well as favorable external conditions.
2019 Quarterly and Annual Bonus Plan Funding and Award Decisions.   In each of October 2019, November 2019 and March 2020, the LDCC determined that our quarterly and annual performance goals were achieved as follows:
Company Performance Goal
Weight
Weighted
Achievement
Level
Funding
Level
Q1
GAAP Revenue
100% 58%
Total Q1
100.0% 58.0% 58.0%
Q2
GAAP Revenue
100% 130%
Total Q2
100.0% 130.0% 150.0%
Q3
GAAP Revenue
100% 87%
Total Q3
100.0% 87.0% 87.0%
Q4
GAAP Revenue
100% 0%
Total Q4
100.0% 0% 0%
ANNUAL
GAAP Revenue
50% 103%
Operating Expenses
30% 0%
Direct Gross Margin
20% 85%
Total Annual
100.0% 68.6% 34.3(1)%
(1)
On March 19, 2020, the LDCC approved the bonus funding for the 2019 annual period for all eligible employees, with a reduction of 50% from the applicable weighted average achievement. the LDCC’s determinations were based on a review of the achievement of certain quarterly and annual performance goals under the 2018 and 2019 cash bonus plans, specifically in light of the restatement of the Company’s financial statements, as filed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Individual Performance Goals.
For the annual portion of the 2019 cash bonus plan tied to individual performance, the Committee considered several factors, including the following:

For our CEO, the achievement of growing GAAP revenue and customer impact, as well as improving operating expenses.
 
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For Mr. Alvarez, the achievement of meeting our production and fulfillment plan, managing costs, overseeing timely construction of a new production facility in Brazil and taking on additional operational roles and accountabilities.

For Ms. Valiasek, the developing CBD business and managing the financing and investor relation activities.
The Committee considered a variety of factors in determining, in its discretion, to award payouts under the 2019 cash bonus plan. In addition to the levels of company achievement (for the quarterly and annual portions) and individual performance (for the annual portion) categories, the Committee considered our cash needs as well as the level of performance of each named executive officer in achieving company results and their respective assigned individual goals. Based on the foregoing, and taking into account the factors described above, the Committee approved the following cash bonus awards under the 2019 cash bonus plan:
Name
2019 Cumulative
Quarterly Bonus
Payouts
($)
2019 Annual
Portion Bonus
Payout
($)
2019 Aggregate
Annual and
Quarterly Bonus
Payouts
($)
Annual Bonus
Target
($)
2019 Actual
Bonus Earned
as a % of
Target Bonus
John Melo
238,613 95,000(1) 333,613 630,000 53%
Eduardo Alvarez(2)
151,500 94,325 245,825 416,667 59%
Kathleen Valiasek
127,260 28,812 156,072 336,000 46%
(1)
In March 2020, the LDCC approved a discretionary increase in the cash bonus to be paid to Mr. Melo for the annual period of 2019, from $74,119 to $95,000, in recognition of his contributions.
(2)
Mr. Alvarez’s base salary was increased from $400,000 to $500,000, effective November 1, 2019.
We believe that the payment of these awards was appropriate because the 2019 cash bonus plan appropriately held our named executive officers accountable for achievement of company and individual goals, and the payouts were reasonable and appropriate in light of our progress towards our business objectives.
Equity Awards.   Throughout 2019, the LDCC decided to not award equity grants for the executive officers. In January 2019, the LDCC approved special equity awards for our CEO, as described below (the “2019 CEO Equity Awards”).
2019 CEO Cash Bonus and Equity Awards
Because of an equity award granted to our CEO in May 2017 (the “2017 Award”) in excess of the limitation on the number of shares any participant may receive in any calendar year under the 2010 EIP (the “share limit”), which 2017 Award was further rescinded, voided and new equity awards were granted to our CEO in compliance with the share limit, in January 2019 the LDCC approved, in light of additional adjustments required to be made in respect to the 2017 Award, (i) a one-time cash bonus payment to our CEO in the amount of $185,320, and (ii) a grant to our CEO consisting of an option to purchase 4,161 shares of our common stock and 38,616 RSUs with the terms described below (the “2019 CEO Equity Awards”).
In accordance with our policy regarding equity award grant dates, the 2019 CEO Equity Awards were granted on January 14, 2019, the first business day of the week following the week in which such awards were approved, with the exercise price of the option being set at $3.74 per share, the closing price of our common stock on Nasdaq on such date, in accordance with the terms of the 2010 EIP. The stock option under the 2019 CEO Equity Award vests over 28 months, with 1/28th of the shares subject to the award vesting monthly from the vesting commencement date of January 1, 2019. The RSUs under the 2019 CEO Equity Awards vest in two equal annual installments on May 1 of each of 2019 and 2020, subject to Mr. Melo’ s continued service on each vesting date. This vesting schedule is shorter than our typical three-year vesting schedule for RSUs granted to our executive officers and is intended to align with the 2017 Award being adjusted. Other than the vesting schedule, the terms of the 2019 CEO Equity Awards are identical to other equity awards granted to our executive officers.
 
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2018 CEO Equity Awards
Because of the direct relationship between the value of our equity awards and the fair market value of our common stock, and in order to incentivize our CEO in a manner that aligns his interests with our long-term strategic direction and the interests of our stockholders and reduces the possibility of business decisions that favor short-term results at the expense of long-term value creation, in April 2018 the LDCC approved, with the support of the Board, a grant to our CEO of (i) an option to purchase 3,250,000 shares of our common stock, such award being subject to performance-based vesting conditions as described below (the “CEO Performance Option”), and (ii) 700,000 RSUs with the terms described below (the “CEO RSU” and together with the CEO Performance Option, the “2018 CEO Equity Awards”). The grant of the 2018 CEO Equity Awards was contingent upon approval by our stockholders of both the 2018 CEO Equity Awards and certain amendments to the 2010 EIP to, among other things, increase the annual per-participant award limit thereunder, which approvals were obtained at our 2018 annual meeting of stockholders held on May 22, 2018. In accordance with our policy regarding equity award grant dates, the CEO Equity Awards were granted on May 29, 2018, the first business day of the week following the week in which such awards were approved, with the exercise price of the CEO Performance Option being set at $5.08 per share, the closing price of our common stock on Nasdaq on such date, in accordance with the terms of the 2010 EIP.
CEO Performance Option.   The CEO Performance Option is a performance-based nonqualified stock option and therefore the CEO will receive compensation from such stock option only to the extent that the company achieves the applicable performance milestones.
Performance Metrics & Vesting.   The CEO Performance Option is divided into four tranches as described in the table below (each a “Tranche”). Each of the four Tranches of the CEO Performance Option will vest on or after the applicable vesting date for the Tranche (the “Earliest Vesting Date”) provided: (i) the Board or the LDCC certify that both the EBITDA Milestone and the Stock Price Milestone (collectively, the “Milestones”) for such Tranche have been met and (ii) Mr. Melo remains our CEO on the applicable vesting date. Any Milestone may be met before, at or after the applicable Earliest Vesting Date for a Tranche provided that the Milestone is met during its applicable Measurement Period. The EBITDA Measurement Period starts January 1, 2018 and ends December 31, 2021. The Stock Price Measurement Period starts January 1, 2018 and ends December 31, 2022. In the event that either the EBITDA Milestone or the Stock Price Milestone is not yet achieved for a Tranche, no shares attributable to such Tranche will be eligible to vest on such Tranche’s Earliest Vesting Date; provided, however, the Milestones will remain eligible to be achieved during the remaining EBITDA Measurement Period and Stock Price Measurement Period, as applicable. For clarity, upon the achievement of both the applicable EBITDA Milestone and Stock Price Milestone for a Tranche, the shares attributable to such Tranche may not vest until such Tranche’s Earliest Vesting Date, and only if Mr. Melo remains the CEO on such date. More than one Tranche may vest simultaneously provided that: the Earliest Vesting Date for each applicable Tranche has occurred, the requisite EBITDA Milestone and Stock Price Milestone for each Tranche have been met and Mr. Melo continues as the CEO through the applicable date of vesting. The table below sets forth the number of shares, EBITDA Milestone, Stock Price Milestone and Earliest Vesting Date for each Tranche:
Tranche
Number of
Shares
EBITDA
Milestone
($M)
Stock Price
Milestone
Earliest
Vesting Date
1
750,000 $ 10 $ 15
July 1, 2019
2
750,000 $ 60 $ 20
July 1, 2020
3
750,000 $ 80 $ 25
July 1, 2021
4
1,000,000 $ 100 $ 30
July 1, 2022
EBITDA Milestone.   The EBITDA Milestone for a Tranche is achieved if Amyris’s EBITDA (as described below) equals or exceeds the EBITDA Milestone set forth in the table above for such Tranche for any fiscal year during the EBITDA Measurement Period. The EBITDA Measurement Period starts January 1, 2018 and ends December 31, 2021. The Board or the LDCC will measure and certify the level of achievement of the EBITDA Milestone as of the end of each fiscal year within the EBITDA Measurement Period.
For purposes of the EBITDA Milestone, “EBITDA” shall mean Amyris’s net (loss) income attributable to common stockholders for the relevant fiscal year during the EBITDA Measurement Period as determined
 
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in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and as reported by Amyris in its audited financial statements contained in its Annual Report on Form 10-K for the relevant fiscal year filed with the SEC, plus interest expense (benefit), provision for income taxes, depreciation and amortization for the same fiscal year as reflected in the audited financial statements. For the avoidance of doubt, there will be no adjustment to the reported net (loss) income attributable to common stockholders for stock based compensation in determining EBITDA.
In the event of unusual non-recurring events such as acquisition activities or divestitures of significant assets or changes in applicable accounting rules, as a result of which the calculation of Amyris’s EBITDA during the EBITDA Measurement Period is increased or decreased by 10% or more in determining Amyris’s audited financial statements contained in its Annual Report on Form 10-K filed with the SEC for the most recently completed fiscal year, the Board or, if the Board delegates authority to the LDCC, the LDCC may provide for one or more equitable adjustments to the EBITDA Milestones to preserve the original intent regarding the EBITDA Milestones at the time of the initial award grant.
As of the date of this Proxy Statement, none of the EBITDA Milestones for any of the Tranches had been achieved.
Stock Price Milestone.   The Stock Price Milestone for a Tranche is achieved if each of (i) the average of the daily closing prices of our common stock on the Nasdaq Global Select Market for any one hundred and eighty (180)-consecutive day period starting at any time after the last day of the fiscal year in which the applicable EBITDA Milestone was achieved for the applicable Tranche and ending during the Stock Price Measurement Period and (ii) the average of the daily closing prices of our common stock on the Nasdaq Global Select Market for a thirty (30)-consecutive day period ending on the date on which the 180-day average stock price set forth in the table is achieved for the applicable Tranche equals or exceeds the Stock Price Milestone for the applicable Tranche during the Stock Price Measurement Period. The Stock Price Measurement Period starts January 1, 2018 and ends December 31, 2022.
The Stock Price Milestone will be adjusted to reflect events such as a stock split or recapitalization in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the CEO Performance Option.
The LDCC considers the Stock Price Milestone to be a challenging hurdle and included the EBITDA Milestone to promote Amyris’s continued focus on growth, sustainability and profitability. The LDCC selected EBITDA (as defined above) as the appropriate measure because it believes EBITDA is a metric that is commonly used for companies at this stage of development and because many of Amyris’s stockholders use it to evaluate Amyris’s performance and viability. It is a measure of cash generation from operations that does not disincentivize Amyris from making additional investments to grow further. The EBITDA Milestone is designed to ensure that Amyris maintains operating discipline but does not represent Amyris’s target EBITDA for any future period. The LDCC included the Stock Price Milestone to drive sustained, long-term stockholder returns, and to further align Mr. Melo’s compensation opportunity to long-term stockholder interests. In establishing the EBITDA Milestone and Stock Price Milestone, the LDCC carefully considered a variety of factors, including Amyris’ growth trajectory and internal growth plans. The LDCC also reviewed special CEO equity awards approved by other public companies as a reference point for setting the magnitude and terms of the CEO Performance Option and CEO RSU.
As of the date of this Proxy Statement, none of the Stock Price Milestones for any of the Tranches had been achieved.
Term.   The term of the CEO Performance Option is ten years from the date of the grant, unless Mr. Melo’s employment with Amyris is terminated prior to such date. Accordingly, Mr. Melo will have ten years from the date of grant to exercise any portion of the CEO Performance Option that has vested on or prior to such date, provided that he remains employed at Amyris.
Post-Exercise Holding Period.   Mr. Melo must hold at least fifty percent (50%) of the shares he acquires upon exercise of the CEO Performance Option (net of any shares sold to pay the exercise price and any tax withholding obligations with respect to the CEO Performance Option) for two years post-exercise.
 
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The LDCC selected a two-year holding period in order to further align Mr. Melo’s interests with Amyris stockholders’ interests for two years following the exercise of any portion of the CEO Performance Option. Such alignment ensures that Mr. Melo will be focused on sustaining Amyris’ success both before and after he exercises his CEO Performance Option.
Employment Requirement for Continued Vesting.   Mr. Melo must continue to be employed as Amyris’ CEO upon each vesting date in order for the corresponding Tranche to vest under the CEO Performance Option. If Mr. Melo is still employed at Amyris in a role other than CEO, he will no longer be able to vest under the CEO Performance Option but can continue to hold any unexercised, vested portion of the CEO Performance Option for the full term of the CEO Performance Option.
Termination of Employment.   Except in the context of a change of control of Amyris, there will be no acceleration of vesting of the CEO Performance Option if the employment of Mr. Melo is terminated, or if he dies or becomes disabled. In other words, termination of Mr. Melo’s employment with Amyris will preclude his ability to earn any then-unvested portion of the CEO Performance Option following the date of his termination.
Change of Control of Amyris.   If Amyris experiences a change of control, such as a merger with or purchase by another company, vesting under the CEO Performance Option will not automatically accelerate.
In the event of a change of control, the performance under the CEO Performance Option will be determined as of the change of control. For this change of control determination, the EBITDA Milestone will be disregarded and a Stock Price Milestone relating to any Tranche that has not yet vested shall be achieved if the per share price (plus the per share value of any other consideration) received by the Company’s stockholders in the change of control equals or exceeds the applicable Stock Price Milestone. To the extent a Stock Price Milestone for a Tranche is achieved upon a change of control, the shares specified for such Tranche will be subject to time-based vesting (the “COC Time-Based Options”), and such COC Time-Based Options shall vest upon the later of the date of the change of control and the Earliest Vesting Date applicable to such Tranche, subject to Mr. Melo remaining the CEO on each such vesting date. To the extent a Stock Price Milestone for a Tranche is not achieved as a result of the change of control, such Tranche will be forfeited automatically as of the immediately prior to closing of the change of control and never shall become vested. Notwithstanding the foregoing, if Mr. Melo is terminated without cause or resigns for good reason in connection with the change of control, any then unvested COC Time-Based Options will accelerate, subject to Mr. Melo’s satisfaction of certain terms and conditions, including, but not limited to delivery of a release of claims, pursuant to the Severance Plan (as defined below), the terms of which are described below under “Severance Plan” and “Potential Payments upon Termination and upon Termination Following a Change in Control.”
In addition, if the successor or acquiring corporation (if any) of Amyris refuses to assume, convert, replace or substitute the CEO Performance Option in connection with a change of control, 100% of Mr. Melo’s COC Time-Based Options shall accelerate and become vested effective immediately prior to the change of control.
The treatment of the CEO Performance Option upon a change of control is intended to align Mr. Melo’s interests with Amyris’s other stockholders with respect to evaluating potential change of control offers.
Clawback.   In the event of a restatement of Amyris’s financial statements previously filed with the SEC as a result of material noncompliance with financial reporting requirements (“restated financial results”), Amyris will require forfeiture (or repayment, as applicable) of the portion of the CEO Performance Option in excess of what would have been earned or paid based on the restated financial results.
CEO RSU.   The CEO RSU will vest in four equal annual installments on July 1 of each of 2019, 2020, 2021 and 2022, subject to Mr. Melo’ s continued service on each vesting date. This four-year vesting schedule is longer than our typical three-year vesting schedule for RSUs granted to our executive officers and is intended to further align Mr. Melo’s compensation opportunity to long-term stockholder interests and to promote retention and continuity in our business. Other than the vesting schedule, the terms of the CEO RSU are identical to other RSU awards granted to our executive officers.
 
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Severance Plan.   In November 2013, the LDCC adopted the Amyris, Inc. Executive Severance Plan (or the “Severance Plan”). The Severance Plan had an initial term of 36 months and thereafter will be automatically extended for successive additional one-year periods unless we provide six months’ notice of non-renewal prior to the end of the applicable term. In May 2016, May 2017, February 2018 and February 2019, the LDCC reviewed the terms of the Severance Plan and elected to allow it to automatically renew upon the expiration of its initial term in November 2016 and renewal terms in November 2017 and November 2018, respectively. The LDCC adopted the Severance Plan to provide a consistent and updated severance framework for our executive officers that aligns with peer practices. The terms of the Severance Plan, including the potential amounts payable under the Severance Plan and related defined terms, are described in detail below under “Potential Payments upon Termination and upon Termination Following a Change in Control.” All of our named executive officers, and all senior level employees of Amyris that are eligible to participate in the Severance Plan (or, collectively, the “participants”), have entered into participation agreements to participate in the Severance Plan. Generally, the payments and benefits under the Severance Plan supersede and replace any rights the participants have in connection with any change of control or severance benefits contained in such participants’ employment offer letters, equity award agreements or any other agreement that specifically relates to accelerated vesting of equity awards; provided, that (i) our CEO is entitled to the rights and benefits provided for in the CEO Performance Option in connection with a change of control of Amyris, as described above and (ii) in the event of any conflict between the terms of the CEO Performance Option and Mr. Melo’s participation agreement or the Severance Plan relating to accelerated vesting of equity awards, the terms of the CEO Performance Option would govern and control. In addition, Mr. Alvarez’s participation agreement provides that in the event that prior to full vesting of Mr. Alvarez’s new hire equity awards, including the Alvarez 2018 Award (collectively, the “Alvarez New Hire Awards”), Mr. Alvarez’s employment with the Company terminates in circumstances entitling him to severance payments and benefits under the Severance Plan, whether or not in connection with a change of control, then upon such termination the vesting and exercisability of each Alvarez New Hire Award will be automatically accelerated in full and the forfeiture provisions and/or company right of repurchase of each Alvarez New Hire Award will automatically lapse accordingly.
We believe that the Severance Plan appropriately balances our need to offer a competitive level of severance protection to our executive officers and to induce them to remain in our employ through the potentially disruptive conditions that may exist around the time of a change of control, while not unduly rewarding executive officers for a termination of their employment.
Other Executive Benefits and Perquisites.   We provide the following benefits to our executive officers on the same basis as other eligible employees:

health insurance;

time off and sick days;

life insurance and supplemental life insurance;

short-term and long-term disability; and

a Section 401(k) plan with an employer matching contribution.
We believe that these benefits are generally consistent with those offered by other companies with which we compete for executive talent.
Some of the executive officers whom we have hired, including Mr. Alvarez, held positions in locations outside of Northern California at the time they agreed to join us. We have agreed in these instances to pay certain relocation and travel expenses to these executive officers, including housing and rental car expenses. The amounts of relocation and travel expenses paid to our named executive officers are included in the “All Other Compensation” column of the “Summary Compensation Table” above and the related footnotes. Given the high cost of living in the San Francisco Bay Area relative to most other metropolitan areas in the United States, we believe that for us not to be limited to hiring executives located near our headquarters in Emeryville, California, we must be willing to offer to pay an agreed upon amount of relocation costs.
Other Compensation Practices and Policies.   The following additional compensation practices and policies apply to our executive officers in 2019:
 
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Timing of Equity Awards.   The timing of equity awards has been determined by our Board or the LDCC based on our Board’s or the LDCC’s view at the time regarding the adequacy of executive equity interests in us for purposes of retention and motivation.
In March 2018, November 2018 and December 2019, our Board and the LDCC, respectively, ratified our existing policy regarding equity award grant dates, fixing grant dates in an effort to ensure the integrity of the equity award granting process. This policy took effect beginning with equity awards granted after the original adoption of the policy in March 2011. Under the policy, equity awards are generally granted on the following schedule:

For equity awards to ongoing employees, the grant date is set as the first business day of the week following the week in which the award is approved; and

For equity awards to new hires, the grant date is set as the first business day of the week following the later of the week in which the award is approved or the week in which the new hire commences his or her employment.
Tax Considerations.   Generally, Section 162(m) of the U.S. Internal Revenue Code (“Section 162(m)”) disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to their chief executive officer and up to three other executive officers whose compensation is required to be disclosed to their stockholders under the Securities Exchange Act of 1934 because they are our most highly-compensated executive officers (“covered employees”). The exemption from Section 162(m)’s deduction limit for “performance-based compensation” has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. While the LDCC has not adopted a formal policy regarding tax deductibility of the compensation paid to our executive officers, tax deductibility under Section 162(m) is a factor in its compensation deliberations. However, the 2010 EIP includes, and the 2020 Plan will include, various provisions designed to allow us to qualify stock options and other equity awards as “performance-based compensation” under Section 162(m), including a limitation on the maximum number of shares subject to awards that may be granted to an individual under the 2010 EIP or the 2020 Plan, as applicable, in any one year.
The LDCC seeks to balance the cost and benefit of tax deductibility with our executive compensation goals that are designed to promote long-term stockholder interest. Therefore, the LDCC may, in its discretion, authorize compensation payments that do not consider the deductibility limit imposed by Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent and are in the best interests of the Company and our stockholders. Accordingly, we expect that a portion of our future cash compensation and equity awards to our executive officers will not be deductible under Section 162(m).
For example, with respect to the CEO Performance Option and CEO RSU described above, we expect that Mr. Melo will always be a covered employee for purposes of Section 162(m) of the Code. Thus, in any given year in which Mr. Melo exercises all or part of the CEO Performance Option, or vests and is settled in any portion of the CEO RSU, we may not be able to take a tax deduction for more than an aggregate of $1,000,000 attributable to Mr. Melo’s compensation, including regarding compensation recognized by Mr. Melo from the exercise of the CEO Performance Option or settlement of the CEO RSU.
Compensation Recovery Policy.   Other than with respect to the CEO Performance Option, as described above, we do not have a formal policy regarding adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of the award or payment. Under those circumstances, our Board or the LDCC would evaluate whether adjustments or recoveries of awards or payments were appropriate based upon the facts and circumstances surrounding the restatement or other adjustment. We anticipate that our Board will adopt a policy regarding restatements in the future based on anticipated SEC and Nasdaq regulations requiring listed companies to have a policy that requires repayment of incentive compensation that was paid to current or former executive officers in the three fiscal years preceding any restatement due to material noncompliance with financial reporting requirements. On March 19 2020, the LDCC approved the bonus funding for the 2019 annual period for all eligible employees, with a reduction of 50% from the applicable weighted average achievement. the LDCC’s determinations were based on a review of the achievement of certain quarterly and
 
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annual performance goals under the 2018 and 2019 cash bonus plans, specifically in light of the restatement of the Company’s financial statements, as filed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Stock Ownership Policy.   We have not established stock ownership or similar guidelines with regard to our executive officers. All of our executive officers currently have a direct or indirect, through their stock option holdings, equity interest in our company and we believe that they regard the potential returns from these interests as a significant element of their potential compensation for services to us.
Insider Trading Policy and Hedging Prohibition.   We have adopted an Insider Trading Policy that, among other things, prohibits our employees, officers and directors from trading in our securities while in possession of material, non-public information. In addition, under our Insider Trading Policy, our employees, officers and directors may not acquire, sell or trade in any interest or position relating to the future price of our securities (such as a put option, a call option or a short sale).
Outstanding Equity Awards as of December 31, 2019
The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2019.
Option Awards
Stock Awards
Name
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
Option
Exercise
Price
($/Sh)
Option
Expiration
Date
Number of Shares or
Units of Stock That
Have Not Vested
(#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(26)
John Melo
19,866(1)(9) 306.15 4/20/2020
5,600(2)(10) 402.60 4/15/2021
6,666(2)(11) 57.90 4/9/2022
24,066(3)(12) 43.05 6/3/2023
20,000(3)(13) 52.65 5/5/2024
28,333(3)(14) 29.40 6/8/2025
6,000(3)(15) 24.45 11/9/2025
25,381(3)(16) 2,952(3)(16) 8.85 5/16/2026
12,916(3)(17)(21) 7,084(3)(17)(21) 3.16 6/12/2027
3,250,000 (18) 5.08 5/29/2028
1,634 (19) 2,527 (18) 3.74 01/14/2029
       (6)(7)(8)
559,863(16)(17)(18) 1,729,977
    (20)(21)
Eduardo Alvarez
30,000(5)(22) (5)(22) 2.89 10/23/2027
Kathleen Valiasek
13,055(4)(23) 3,611(4)(23) 10.35 1/17/2027
1,291(3)(17) 709(3)(17) 4.80 5/15/2027
39,583 60,417(3)(24) 5.08 5/29/2028
138,599(6)(17) 428,271
    (24)(25)
(1)
These stock options vest as to 1/60th of the shares subject to the stock options each month from the vesting commencement date, which is a date fixed by the Board or LDCC when granting equity awards, until the fifth anniversary of the vesting commencement date, subject to continued service through each vesting date.
 
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(2)
These stock options vest as to 1/48th of the shares subject to the stock options each month from the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date.
(3)
These stock options vest as to 1/4th of the shares subject to the stock options on the first anniversary of the vesting commencement date, and as to an additional 1/48th of the shares subject to the stock options each month thereafter until the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date.
(4)
These stock options vest as to 1/5th of the shares subject to the stock options on the six-month anniversary of the vesting commencement date, as to an additional 1/5th of the shares subject to the stock options vesting on the first anniversary of the vesting commencement date, and as to an additional 1/60th of the shares subject to the stock options each month thereafter until the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date.
(5)
These stock options vest as to 1/4th of the shares subject to the stock options on the first anniversary of the vesting commencement date, and as to an additional 1/16th of the shares subject to the stock options each month thereafter until the second anniversary of the vesting commencement date, subject to continued service through each vesting date.
(6)
These RSUs vest as to 1/3rd of the units annually from the vesting commencement date until the third anniversary of the vesting commencement date, subject to continued service through each vesting date.
(7)
These RSUs vest as to 1/4th of the units annually from the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date.
(8)
These RSUs fully vest on October 1, 2019, subject to continued service through such date.
(9)
The vesting commencement date of this award was April 20, 2010.
(10)
The vesting commencement date of this award was January 1, 2011.
(11)
The vesting commencement date of this award was April 1, 2012.
(12)
The vesting commencement date of this award was April 1, 2013.
(13)
The vesting commencement date of this award is April 1, 2014.
(14)
The vesting commencement date of this award is June 8, 2015. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(15)
The vesting commencement date of this award is November 1, 2015. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(16)
The vesting commencement date of this award is May 1, 2016. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(17)
The vesting commencement date of this award is May 1, 2017. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(18)
These stock options are subject to performance-based vesting conditions and to acceleration of vesting in connection with a change of control. For more information regarding these stock options, please see above under “Executive Compensation — Compensation Discussion and Analysis — 2018 Compensation — Equity Awards — 2018 CEO Equity Awards — CEO Performance Option.” Such stock options are also subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
 
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(19)
These stock options vest as to 1/28th of the shares subject to the stock options vesting monthly from the vesting commencement date, subject to continued service through each vesting date. The vesting commencement date of this award is January 1, 2019. The award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(20)
The vesting commencement date of this award is July 1, 2018. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(21)
On May 11, 2017, Mr. Melo was granted an award of 1,220,000 RSUs and 780,000 stock options under the 2010 EIP, which inadvertently exceeded the Plan Limit. In June 2017, before the equity awards were issued to Mr. Melo, the LDCC rescinded and voided the entire award and granted grant new equity awards to Mr. Melo in compliance with the Plan Limit consisting of 20,000 stock options and 46,666 RSUs. In recognition of the value lost on the voiding of these awards, in January 2019 the Company paid a cash bonus of $185,320 to Mr. Melo and issued new equity awards to Mr. Melo consisting of 4,161 stock options and 38,616 RSUs.
(22)
The vesting commencement date of this award is October 16, 2017. This award is subject to acceleration of vesting upon termination of employment, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(23)
The vesting commencement date of this award is January 4, 2017. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(24)
The vesting commencement date of this award is May 1, 2018. This award is subject to acceleration of vesting upon termination of employment in connection with a change of control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(25)
The vesting commencement date of this award is October 1, 2017. This award is subject to acceleration of vesting upon termination of employment, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.”
(26)
Calculated by multiplying the number of units that had not vested as of December 31, 2019 by $3.09, the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2019.
Pension Benefits
None of our named executive officers participates in, or has an account balance in, a qualified or non-qualified defined benefit plan sponsored by us.
Potential Payments upon Termination and upon Termination Following a Change in Control
In November 2013, the LDCC adopted the Amyris, Inc. Executive Severance Plan (the “Severance Plan”). The Severance Plan had an initial term of 36 months and thereafter will be automatically extended for successive additional one-year periods unless we provide six months’ notice of non-renewal prior to the end of the applicable term. In May 2016, May 2017, February 2018 and February 2019, the LDCC reviewed the terms of the Severance Plan and elected to allow it to automatically renew upon the expiration of its initial term in November 2016 and renewal terms in November 2017 and November 2018, respectively. The LDCC adopted the Severance Plan to provide a consistent and updated severance framework for our executive officers that aligns with peer practices. All of our named executive officers, and all senior level employees of Amyris that are eligible to participate in the Severance Plan (or, collectively, the “participants”), have entered into participation agreements to participate in the Severance Plan. Generally, the payments and benefits under the Severance Plan supersede and replace any rights the participants have in connection with any change of control or severance benefits contained in such participants’ employment offer letters, equity award agreements or any other agreement that specifically relates to accelerated vesting of equity awards; provided, that (i) our CEO is entitled to the rights and benefits provided for in the CEO Performance Option in connection with a
 
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change of control of Amyris, as described above and (ii) in the event of any conflict between the terms of the CEO Performance Option and Mr. Melo’s participation agreement or the Severance Plan relating to accelerated vesting of equity awards, the terms of the CEO Performance Option would govern and control.
Upon the execution of a participation agreement, the participants are eligible for the following payments and benefits under the Severance Plan.
Upon termination by us of a participant’s employment other than for “cause” (as defined below) or the death or disability of the participant, or upon resignation by the participant of such participant’s employment for “good reason” (as defined below) (collectively referred to as an “Involuntary Termination”), the participant becomes eligible for the following severance benefits:

12 months of base salary continuation (18 months for our CEO)

12 months of health benefits continuation (18 months for our CEO)
Upon an Involuntary Termination of a participant at any time within the period beginning three months before and ending 12 months after a change of control (as defined below) of the Company, the participant becomes eligible for the following severance payments and benefits:

18 months of base salary continuation (24 months for our CEO)

18 months of health benefits continuation (including for our CEO)

Automatic acceleration of vesting and exercisability of all outstanding equity awards then held by the participant
In addition, as noted in the table below, Mr. Alvarez’s participation agreement provides that in the event he undergoes an Involuntary Termination (whether or not in connection with a change of control), the vesting and exercisability of certain of his equity awards will accelerate.
In each case, the payments and benefits are contingent upon the participant complying with various requirements, including non-solicitation and confidentiality obligations to us, and on execution, delivery and non-revocation by the participant of a standard release of claims in favor of the Company within 60 days of the participant’s separation from service (as defined in Section 409A of the Code). The payments and benefits are subject to forfeiture if, among other things, the participant breaches any of his or her obligations under the Severance Plan and related agreements. The payments and benefits are also subject to adjustment and deferral based on applicable tax rules relating to change-in-control payments and deferred compensation.
Under the Severance Plan, “cause” generally encompasses the participant’s: (i) gross negligence or intentional misconduct; (ii) failure or inability to satisfactorily perform any assigned duties; (iii) commission of any act of fraud or misappropriation of property or material dishonesty; (iv) conviction of a felony or a crime involving moral turpitude; (v) unauthorized use or disclosure of the confidential information or trade secrets of Amyris or any of our affiliates that use causes material harm to Amyris; (vi) material breach of contractual obligations or policies; (vii) failure to cooperate in good faith with investigations; or (viii) failure to comply with confidentiality or intellectual property agreements. Prior to any determination that “cause” under the Severance Plan has occurred, we are generally required to provide notice to the participant specifying the event or actions giving rise to such determination and a 10-day cure period (30 days in the case of failure or inability to satisfactorily perform any assigned duties).
Under the Severance Plan, “good reason” generally means: (i) a material reduction of the participant’s role at Amyris; (ii) certain reductions of base salary; (iii) a workplace relocation of more than 50 miles; or (iv) our failure to obtain the assumption of the Severance Plan by a successor. In order for a participant to assert good reason for his or her resignation, he or she must provide us written notice within 90 days of the occurrence of the condition and allow us 30 days to cure the condition. Additionally, if we fail to cure the condition within the cure period, the participant must terminate employment with us within 30 days of the end of the cure period.
Under the Severance Plan, a “change of control” will generally be deemed to occur if  (i) Amyris completes a merger or consolidation after which Amyris’s stockholders before the merger or consolidation do not own at least a majority of the outstanding voting securities of the acquiring or surviving entity after such
 
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merger or consolidation, (ii) Amyris sells all or substantially all of its assets, (iii) any person or entity acquires more than 50% of Amyris’s outstanding voting securities or (iv) a majority of Amyris’s directors cease to be directors over any one-year period.
To the extent any severance benefits to a named executive officer constitute deferred compensation subject to Section 409A of the Code and such officer is deemed a “specified employee” under Section 409A, we will defer payment of such benefits to the extent necessary to avoid adverse tax treatment.
Agreements with Executive Officers
We do not have formal employment agreements with any of our named executive officers. The initial compensation of each named executive officer was set forth in an employment offer or promotion letter that we executed with such executive officer at the time his or her employment with us commenced (or at the time of her or his promotion, as the case may be). Each employment offer letter provides that the named executive officer’s employment is “at will.”
As a condition to their employment, our named executive officers entered into non-competition, non-solicitation and proprietary information and inventions assignment agreements. Under these agreements, each named executive officer has agreed (i) not to solicit our employees during her or his employment and for a period of 12 months after the termination of his or her employment, (ii) not to compete with us or assist any other person to compete with us during her or his employment, and (iii) to protect our confidential and proprietary information and to assign to us intellectual property developed during the course of his or her employment.
See above under “Executive Compensation — Potential Payments upon Termination and upon Termination Following a Change in Control” for a description of potential payments to our named executive officers upon termination of employment, including in connection with a change of control of the Company.
Limitation of Liability and Indemnification
Our Certificate of Incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law (“DGCL”), and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors for:

any breach of the director’s duty of loyalty to us or our stockholders;

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or

any transaction from which the director derived an improper personal benefit.
Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the DGCL.
In addition, our Bylaws provide that we must indemnify our directors and officers to the fullest extent permitted by the DGCL, and we must advance expenses, including attorneys’ fees, to our directors and officers, in connection with legal proceedings related to their status or service, subject to very limited exceptions.
We maintain an insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.
Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Board.
We have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification
 
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agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending against any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
We are not presently aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, policies and agreements, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
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Director Compensation
Mr. Melo did not receive any compensation in connection with his service as a director due to his status as an employee of the company. The compensation that we pay to Mr. Melo is discussed in the “Executive Compensation” section of this Proxy Statement.
Director Compensation for 2019
During the fiscal year ended December 31, 2019, our non-employee directors who served during 2019 earned the compensation set forth below.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock
Awards
($)(2)(11)
Option
Awards
($)(2)(11)
All Other
Director
Compensation
($)