DEF 14A

World Changing
Ideas, 2021,
Honorable

Mention for Shark

-Saving Vaccine

Adjuvant

Reuters Responsible

Business Awards,

2021, Nominated

#23 in Real Leaders

2021 Top Impact

Companies

WWD 2021 Beauty Inc.

Awards, Wellness

Award

DEF 14A 1 d262988ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(A) of

the Securities Exchange Act Of 1934

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 under §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 all boxes that apply):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2022 Annual

Meeting of Stockholders

Annual Meeting of Stockholders

Date and Time:

Friday, May 27, 2022,

2:00 p.m. Pacific Time

Location:

Virtual Meeting:

www.proxydocs.com/AMRS

Record Date:

Wednesday, March 30, 2022

Mail Date:

Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed on or about April 13, 2022

Voting Matters

At or before the 2022 Annual Meeting of Stockholders (“Annual Meeting”), we ask that you vote on the following items:

Item 1 Election of three Class III Directors to serve for a three-year term

Item 2 Ratification of the appointment of Independent Registered Public Accounting Firm

Item 3 Approval of amendment to Certificate of Incorporation to increase authorized shares

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: our Proxy Statement and 2021 Annual Report are available free of charge on our website at
https://investors.amyris.com/annual-reports

How to Vote:

LOGO

Internet

LOGO

Mail

Visit www.proxydocs.com/AMRS and use your unique control number found in your Notice, proxy card or voting instruction form to access the voting site

Complete and sign the proxy card or voting instruction form and return it by mail.

LOGO

Telephone

LOGO

During the Meeting

Follow the telephone instructions provided in your Notice, proxy card or voting instruction form.

This year’s Annual Meeting of Stockholders will be virtual. For details on how to pre-register and attend the virtual meeting or on how to vote your shares during the virtual meeting, see p. 72, “Questions and Answers about the Annual Meeting and Voting.”

We are using the Internet as our primary means of furnishing proxy materials to our stockholders, instead of mailing printed copies. By doing so, we save costs and reduce our impact on the environment. We will instead mail or otherwise make available to each of our stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy materials, and vote, online. The Notice also provides information on how stockholders can obtain paper copies of our proxy materials.

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 Annual Meeting. These proxy materials were first sent on or about April 13, 2022 to stockholders entitled to vote at the Annual Meeting.

Your vote is important, regardless of the number of shares of our stock that you own. Whether or not you plan to attend our virtual Annual Meeting, it is important that your shares are represented and voted. We encourage you to submit your proxy as soon as possible by internet, by telephone, or by signing and returning all proxy cards or instruction forms provided to you.

By Order of the Board of Directors

LOGO

Nicole Kelsey

Chief Legal Officer and Secretary

April 11, 2022

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, California 94608

Table of Contents


Sustainability at Amyris			1

Environmental Stewardship			1

Social Responsibility			2

Corporate Governance			4

Proposal 1 Election of Directors			7

Nominees for Election to the Board of Directors			7

Vote Required and Board Recommendation			7

Director Biographies			8

Arrangements Concerning Selection of Directors			14

Independence of Directors			14

Board Tenure			16

Board Skills and Diversity			16

Board Leadership Structure			17

Board Committees and Meetings			18

Board and Committee Oversight of Risk Management			21

Director Nomination Process			21

Stockholder Nominations			22

Stockholder Communications with Directors			22

Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm			23

General			23

Vote Required and Board Recommendation			23

Independent Registered Public Accounting Firm Fee Information			24

Audit Committee Pre-Approval of Services Performed by our Independent Registered Public Accounting Firm			24

Report of the Audit Committee*			25

Proposal 3 Approval of Amendment of Restated Certificate of Incorporation to increase the Total Number of Authorized Shares of Common Stock			26

General			26

Purpose of the Authorized Share Increase			26

Vote Required and Board Recommendation			27

Potential Adverse Effects			27

Risks to Stockholders of Non-Approval			28

Interests of Certain Persons			28

Text of Proposed Amendment			28

Security Ownership of Certain Beneficial Owners and Management			29

Executive Officers			32


Executive Compensation			34

Compensation Discussion and Analysis			34

Summary Compensation Table			57

Narrative Disclosure to Summary Compensation Table			58

Grants of Plan-Based Awards in 2021			58

Outstanding Equity Awards			60

Option Exercises and Stock Vested During 2021			61

Pension Benefits			61

Potential Payments upon Termination and upon Termination Following a Change in Control			61

Pay Ratio Disclosure			63

Agreements with Executive Officers			64

Director Compensation			65

Director Compensation for 2021			65

Narrative Disclosure to Director Compensation Tables			66

Compensation Committee Interlocks and Insider Participation			67

Transactions with Related Persons			68

Certain Transactions			68

Indemnification Arrangements			70

Executive Compensation and Employment Arrangements			71

Registration Rights Agreements			71

Related Party Transactions Policy			71

Annual Meeting Information			72

Information Regarding Solicitation and Voting			72

Questions and Answers About the Annual Meeting and Voting			72

Other Matters			77

Householding of Proxy Materials			77

Available Information			77

Stockholder Proposals to be Presented at Next Annual Meeting			77

Appendix A — Certificate of Amendment of Restated Certificate of Incorporation			A-1


		Index of Frequently Requested Information

		Board/Committee Membership			18

		Board Diversity			16

		Code of Conduct			5

		Corporate Governance			4

		Director Biographies			8

		Director Independence			14

		Director Qualifications			8

		ESG			1

		Hedging/Pledging Policy			56

		Human Capital Management			2

		Related Party Transactions			68

		Risk Oversight			21

AMYRIS, INC. 2022 PROXY STATEMENT 1

Sustainability at Amyris

Amyris is deeply committed to sustainability and to protecting the abundance and beauty of nature. Our mission is to accelerate the world’s transition to sustainable consumption. At the heart of what we do is chemistry. By modifying the genetics of yeast strains and fermenting them in sugarcane syrup, we have pioneered the ability to convert basic plant sugars to hydrocarbon molecules. We use what is renewable to recreate what is finite.

Natural biology inspires our technology to create sustainable ingredients. Our technology platform enables us to produce rare, natural molecules that are integral to medications, health, personal care and beauty products that are both safe and effective. Our technology platform provides a scalable way forward in a world where humanity’s demand for the earth’s bounty far exceeds its supply. We do all of this without compromise – to quality, cost and to sustainability. Make good. No compromise.^®

Amyris is a high-growth biotechnology company at the forefront of delivering sustainable solutions that are better for people and the planet. We are focused on the Clean Beauty & Personal Care and Health and Wellness markets through our growing portfolio of consumer brands and as a top supplier of sustainable and natural ingredients to leading global manufacturers and formulators. We have successfully commercialized 13 unique molecules, with dozens more in active development and thousands in the discovery stage in our labs. Our proprietary Lab-to-Market^™ technology platform optimizes learning cycles and improves our predictive success, while accelerating our time to market and reducing cost.

Consistent with our mission, we view Environmental, Social, and Governance (“ESG”) factors as long-term value drivers for our customers, our Company, our community, our stockholders, and all of our other stakeholders.

LOGO

ENVIRONMENTAL STEWARDSHIP

Sustainable Ingredients

Environmental sustainability through science and manufacturing is at the core of Amyris. Our technology platform gives us the ability to make readily available molecules that traditionally come from finite agricultural, animal or petrochemical resources.

Our novel approach to replacing scarce plant and animal molecules with clinically-derived solutions enables us to go from scarcity to abundance, privilege to right, dependence to autonomy.

AMYRIS, INC. 2022 PROXY STATEMENT 1

Sustainability at Amyris | Social Responsibility

Environmental Impact and Carbon Footprint

Environmental mission statement: to work with our communities, suppliers and partners to minimize our carbon footprint globally by reducing our requirements for energy and natural resources, manufacturing renewable products, effectively recycling our wastes and byproducts, and responsibly managing our technology.

In support of our mission, our policy is to:

◾

Ensure that our products and operations comply with existing environmental and labor laws

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Develop products that are sustainably sourced and manufactured

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Conduct our operations in a manner that is committed to recycling, conserving natural resources, and protecting our environment from pollution

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Responsibly manage the use of all of our materials to preserve the health of local ecosystems

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Use metrics to assess our energy dependencies and identify ways to reduce our carbon footprint and greenhouse gas emissions

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Promote environmental and social responsibility among our employees through company initiatives, recognition and events

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Endeavor to work only with suppliers and distributors who share our commitment to sustainable management practices

Awards: Our commitment to environmental stewardship continues to earn us external recognition. Below is a selection of the awards and recognition we received over the past year:

SOCIAL RESPONSIBILITY

Human Capital Management

Our Board believes that human capital management, including Diversity, Equity, and Inclusion (“DEI”) initiatives, are important to our success. In February 2019, Amyris’ Legal Team created its own DEI Initiative to raise awareness around DEI matters within the Company and to reinforce the importance of diverse staffing on its legal matters by the Company’s outside counsel.

In August 2020, we appointed Julie Spencer Washington to our Board, a Black executive with transformational marketing leadership experience. She was subsequently appointed to the Leadership, Development, Inclusion and Compensation Committee of the Board (“LDICC”).

The Board expanded the remit of the LDICC in 2020 to include oversight of DEI matters, renaming the Committee to add the word “Inclusion.” We conduct an employee engagement survey on an annual basis and the results of these surveys are discussed with the LDICC. In January 2022, we appointed Ana Dutra to our Board, a Latina executive with deep experience in M&A, integration, human capital, and ESG matters.

Amyris is committed to enhancing the diversity of our workforce and promoting a culture of acceptance and equality throughout the organization.

◾

A Diverse Workforce: Our diversity makes us stronger. We strengthen the value we create as a company when we bring a broad-based workforce together to achieve our goals.

2 AMYRIS, INC. 2022 PROXY STATEMENT

Sustainability at Amyris | Social Responsibility

◾

Promoting Inclusion: We promote employee affiliation groups focused on specific diverse needs of our workforce, and provide information about these diverse groups to educate and promote awareness of their diversity in an effort to create an inclusive environment for their development at Amyris.

◾

Equal Pay for Equal Work: We believe in compensating our employees fairly and equitably. We have instituted practices to ensure salary transparency, our management is guided on the principle of pay equity, and our compensation structures by job level and geographical market are available to all employees.

In 2020, we engaged a third-party consultant to conduct a company-wide DEI Climate Survey. Our leadership used the feedback to better understand the strengths and challenges of Amyris and to inform our DEI strategic plan in furtherance of a more welcoming, inclusive, and equitable organization. From there, we launched a learning series for all employees to help increase understanding of issues like unconscious bias, micro-aggressions, social identities and privilege, and effective allyship. We have continued this educational effort throughout 2021, and will continue to emphasize DEI education as a core element of our culture. In March 2022, we appointed our first Vice President, Diversity, Equity, Inclusion & Belonging to drive Amyris’ strategy and implementation of an inclusion and diversity-focused roadmap, including cross-functional programs and initiatives at Amyris.

We have over 1,000 employees in the United States, Brazil, Portugal, and the United Kingdom.

◾

52% of our U.S. employees are People of Color

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54% of our employees are Women

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50% of our Executive Leadership Team is Women

We have the following employee affiliation groups that are organized around diversity attributes:

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W.E.E. (Women Empowering Each Other)

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Out@Amyris (Lesbian, Gay, Bisexual, Transgender, Queers and Others on Gender and Sexuality Spectrum)

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BIPOC (Black, Indigenous, and People of Color)

◾

Black @ Amyris (Black)

Health and Safety

Safety is an Amyris core value which means that maintaining a safe and healthy work environment for our people, as well as our communities, resources, and planet, is our highest priority. We have a Safety Committee that is responsible for developing, promoting, and maintaining safety policies and procedures. We provide customized environmental health and safety

training, carry out regular facility audits, assist employees with risk assessments, promote waste management and reduction practices, provide recommended personal protective equipment, and offer a robust ergonomics program in compliance with CAL-OSHA and the California Department of Public Health.

COVID-19 Response

The global COVID-19 pandemic has caused us to take both a short-term and a long-term view of ESG risks and opportunities.

Since early 2020, we have closely monitored the impact of the global COVID-19 pandemic on all aspects of our business, including its impact on our employees, partners, supply chain, and distribution network. Since the start of the pandemic in early 2020, we developed a comprehensive response strategy including establishing a cross-functional COVID-19 Task Force and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees and our business. We have applied recommended public health strategies designed to prevent the spread of COVID-19 and have been focused on the health and welfare of our employees. We have successfully managed to sustain ongoing critical production campaigns and infrastructure while staying in compliance with public health orders.

We have initiated several precautions in accordance with local regulations and guidelines to mitigate the spread of COVID-19 infection across our businesses, which has impacted the way we carry out our business, including additional sanitation and cleaning procedures in our laboratories and other facilities, on-site COVID-19 testing, temperature and symptom confirmations, instituting remote working when possible, and implementing social distancing and staggered worktime requirements for our employees who must work on-site. For employees working remotely, we have rolled out new technologies and collaboration tools as well as provided financial support for ergonomic workstations at home. Our plans to reopen our sites and enable a broad return to work in our offices, laboratories and production facilities will continue to follow local public health plans and guidelines. As the effects of the COVID-19 pandemic and the availability of vaccines continue to rapidly evolve, even if our employees more broadly return to work in our offices, laboratories, and production facilities, we have the flexibility to resume more restrictive on-site and remote work models, if needed, as a result of spikes or surges in COVID-19 infection, hospitalization rates or otherwise.

In addition, the rapid spread of COVID-19 has caused a significant burden on health systems globally and has highlighted the need for companies to innovate and develop new technologies and therapies. To that end, in we have been accelerating our research and development of a sustainable alternative to shark squalene adjuvant currently used in a number of vaccines, including vaccines in development to treat COVID-19.

AMYRIS, INC. 2022 PROXY STATEMENT 3

Sustainability at Amyris | Corporate Governance

Community Investment

In support of our communities, Amyris and our employees devote significant time and resources to outreach, such as participating in a variety of donation drives and environmental cleanup efforts. Since the beginning of 2020, our scientists have been volunteering every month to teach STEM lessons to schools in our communities which often includes one-on-one mentoring by our scientists. In 2020, we established the Amyris Annual Scholarship Fund to fund academic scholarships to Black students at historically black colleges and universities (“HBCUs”) and local San Francisco Bay Area universities, in order to support future scientists and innovators early in their careers. In 2021, we partnered with the United Negro College Fund and 10,000 Degrees to fund scholarships to approximately 50 college students through the Amyris Annual Scholarship Fund. In January 2021, the Legal Team formalized its activities supporting the Company’s local communities with its Legal Gives Back Initiative and, since then, has engaged in multiple initiatives, including the donation of books to public elementary schools in Emeryville and Oakland, California, in-kind donations to the Oakland Animal Shelter and volunteer participation in trash cleanup activities in celebration of Earth Day and participation in a food justice program.

Supplier Sustainability

We require our suppliers to conduct their businesses in alignment with our Supplier Code of Conduct, which contains specific standards on labor and human rights, business ethics, environmental sustainability, social responsibility, privacy, security, and intellectual property. The Supplier Code of Conduct is posted on our website and is part of our overall legal and compliance program. Failure by any of our suppliers to comply with our Supplier Code of Conduct may result in termination of our business relationship with such supplier. We have global channels for the reporting of any suspected unethical, illegal or improper business practices by our employees and suppliers.

CORPORATE GOVERNANCE

We are committed to a strong governance program, and our practices are designed to maintain high standards of oversight, compliance, integrity, and ethics. Each year, we review our corporate governance policies, compliance policies and procedures, and compensation practices and policies to ensure they are consistent with evolving market practices and trends and the promotion of long-term stockholder value.

Governance Practices

Our 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 maintain high standards of Board and Committee governance, and to clarify the responsibilities of management in supporting the Board’s activities. The Corporate Governance Principles set forth a framework for Amyris’ governance practices, including composition of the Board and its Committees, functions and responsibilities of the Board and its Committees, director nominee selection, Board membership criteria, director compensation, Board education, meeting responsibilities, access to information and employees, executive sessions of independent directors, and responsibilities of management vis-à-vis the Board and its Committees.

4 AMYRIS, INC. 2022 PROXY STATEMENT

Sustainability at Amyris | Corporate Governance

Corporate Governance Strengths



Strong independent oversight		Board qualifications and accountability		Board oversight of strategy and risk management
◾	9 out of 11 directors are independent	◾	Diverse Board in terms of tenure, gender, race, ethnicity, experience and skills	◾	Risk oversight by the full Board and Committees
◾	Independent Board Chair and independent Board Committees	◾	Annual Board and Committee self-evaluation	◾	Independent compensation program risk analysis and reporting directly to the LDICC
◾	Executive sessions of independent directors	◾	No poison pill anti-takeover defenses	◾	Audit Committee oversight of cybersecurity

Ethics & Integrity

Integrity is another one of our core values. We strive to be honest, ethical, and deal fairly with each other and all third parties, holding ourselves accountable and delivering on our commitments. We maintain a robust compliance program that includes a Code of Business Conduct and Ethics that applies to all directors, officers, employees, consultants, agents and contractors of Amyris as required by The Nasdaq Stock Market (“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 https://investors.amyris.com/corporate-governance.

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 any of 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 https://investors.amyris.com/corporate-governance.

ESG Strategy & Oversight

Our Chief Engagement & Sustainability Officer (“CESO”) is responsible for framing the ESG issues and goals in strategic terms, leading systemic ESG improvements, and communicating the strategic direction for the Company’s ESG objectives. As part of our ongoing identification and assessment of ESG risks and opportunities, Amyris completed a materiality and gap analysis utilizing frameworks including those of the Sustainability Accounting Standards Board and Global Reporting Initiative. In addition, our CESO has engaged a cross-functional team consisting of members of finance, supply chain, quality, research and development, human resources, and legal as the ESG Council. The Company published its first ESG Report in 2021. Our Secretary reports on the status of certain ESG activities and related disclosures to the Nominating & Governance Committee (“NGC”) of the Board on a quarterly basis.

To actively engage in ESG-related initiatives, our management team has also taken steps toward advancing a formalized ESG program, led by the ESG Council, to identify, coordinate, and advance our ESG priorities and objectives.

AMYRIS, INC. 2022 PROXY STATEMENT 5

Sustainability at Amyris | Corporate Governance

Stockholder Engagement

We recognize the benefits of maintaining a robust dialogue with stockholders, which is why we engage in proactive outreach efforts with certain of our largest stockholders. We solicit feedback from our stockholders on a variety of topics, including our business and growth strategy, corporate governance practices, executive compensation matters, and various other ESG matters. This engagement enables us to build meaningful relationships over time with our stockholders and obtain valuable feedback that helps inform our decisions and our strategy throughout the year.

The following graphic describes our typical stockholder outreach and engagement cycle.

LOGO

Following our 2021 annual meeting, we reached out to stockholders who collectively held approximately 20% of our then-outstanding shares to request meetings, and held meetings with each stockholder who accepted our request for engagement.

6 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1

Election of Directors

Nominees for Election to the Board of Directors

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 the annual meeting of stockholders to be held in 2023;

◾

Class II directors, whose term will expire at the annual meeting of stockholders to be held in 2024; and

◾

Class III directors, whose term will expire at this 2022 Annual Meeting of stockholders and who have been nominated for re-election.

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, and four Class III seats (with one vacancy) constituting the 12 seats on the Board.

At the 2022 Annual Meeting, we are asking our stockholders to vote on the election of three Class III directors, John Doerr, Ryan Panchadsaram, and Lisa Qi to serve until our 2025 annual meeting. The nominees are all current directors of Amyris.

Vote Required and Board Recommendation

Directors are elected by a plurality of the votes present in person or represented by proxy at the meeting and entitled to vote. This means that the three Class III 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 three 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 three 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 that 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 broker, bank or other custodian, nominee, trustee or fiduciary (an “Intermediary”), you must instruct your 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.

AMYRIS, INC. 2022 PROXY STATEMENT 7

Proposal 1 — Director Biographies | Nominees for Class III Directors for a Term Expiring in 2025

Director Biographies

Nominees for Class III Directors for a Term Expiring in 2025

LOGO

Director since 2006

Age 70

Board Committees

Nominating & Governance Committee (Chair)

Other Current Public Directorships

Alphabet Inc.

Coursera, Inc.

DoorDash, Inc.

John Doerr

Mr. Doerr is Chairman at Kleiner Perkins Caufield & Byers (“KPCB”), a venture capital firm where he has worked since 1980. He currently serves on the board of directors of the following public companies: Alphabet, Coursera, and DoorDash. He previously served as a director of Bloom Energy, Quantumscape and Zynga Inc. Mr. Doerr was previously a director of Amazon from 1996 to 2010. He holds a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from Rice University and an M.B.A. from Harvard Business School.

Key Qualifications

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.

LOGO

Director since 2021

Age 37

Board Committees

Audit Committee

Leadership, Development, Inclusion & Compensation Committee

Other Current Public Directorships

None

Ryan Panchadsaram

Mr. Panchadsaram is a partner at Foris Ventures and serves as an advisor to the Chairman at Kleiner Perkins since 2016. He invests in bold founders and disruptive technologies that are tackling the climate crisis, fixing our healthcare system, and improving the way we live and work. Prior to Kleiner Perkins, Mr. Panchadsaram worked at the White House and served as the deputy chief technology officer for the United States. In 2015, he served as a delegate to the United Nations to launch the Solutions Summit, a grassroots effort to spotlight the work of exceptional innovators around the world tackling the United Nations’ Sustainable Development Goals. Prior to government service, he was a health technology entrepreneur and worked at Microsoft and Salesforce.com. Mr. Panchadsaram holds a Bachelor of Science degree in Industrial Engineering and Operations Research from U.C. Berkeley.

Key Qualifications

Mr. Panchadsaram’s experience with the consumer products industry and innovative technology solutions enables him to provide insight and guidance to our management team and Board.

8 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Director Biographies | Nominees for Class III Directors for a Term Expiring in 2025

LOGO

Director since 2019

Age 50

Board Committees

Nominating & Governance Committee

Other Current Public Directorships

None

Lisa Qi

Ms. 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.

Key Qualifications

Ms. Qi brings deep knowledge and significant experience in the areas of e-commerce, product branding, sales and 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.

AMYRIS, INC. 2022 PROXY STATEMENT 9

Proposal 1 — Director Biographies | Class I Incumbent Directors with a Term Expiring 2023

Class I Incumbent Directors with a Term Expiring 2023

LOGO

Director since 2022

Age 57

Board Committees

None

Other Current Public Directorships

CarParts.com

CME Group, Inc.

First Internet Bancorp

Ana Dutra

Ms. Dutra is the CEO of Mandala Global Advisors Inc., which she founded in 2013, and has over 30 years of experience in P&L management, deal structuring, digital technology, business growth and C-Level business consulting in over 25 countries. Ms. Dutra also currently serves on the board of directors of CarParts.com, CME Group, Inc., and First Internet Bancorp, and certain private companies in the United States and Brazil. Ms. Dutra previously served on the board of directors of Health, Harvest & Recreation Inc. until its acquisition in September 2021. Ms. Dutra holds an MBA from Kellogg School of Management at Northwestern University, a Master’s in Economics from Pontificia Universidade do Rio de Janeiro, and a Juris Doctor from Universidade do Estado do Rio de Janeiro.

Key Qualifications

Ms. Dutra’s extensive experience assisting boards of directors, CEOs and management teams to identify and execute growth strategies through innovation, acquisitions, and new technologies, enables her to provide valuable contributions to our management team and Board.

LOGO

Director since 2012

Interim Board Chair since May 2014

Age 62

Board Committees

Audit Committee

Other Current Public Directorships

None

Geoffrey Duyk

Dr. Duyk previously served on the Board from May 2006 to May 2011. Dr. Duyk is a partner of Circularis Partners, a technology focused investment firm. Previously, Dr. Duyk served as a partner and managing director of TPG Alternative & Renewable Technologies (TPG ART), 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 (interim CEO since 2019); and ReGen Holdings Limited, as well as on the Board of Trustees of Case Western Reserve University. 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. He is the Chairman of the board of directors of OncoBay Clinical, a private contract research organization (subsidiary of Moffitt Cancer Center). Dr. Duyk serves as a member of Scientific Advisory Board for Lawrence Berkeley National Laboratory (DOE) and a member of the Advisory Board of Innovatus Capital Partners. 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.

Key Qualifications

Dr. Duyk’s experience with the biotechnology and pharmaceutical industries, as well as his expertise in technology investing, enables him to provide insight and guidance to our management team and Board.

10 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Director Biographies | Class I Incumbent Directors with a Term Expiring 2023

LOGO

Director since 2019

Age 70

Board Committees

Leadership, Development, Inclusion & Compensation Committee (Chair) Nominating & Governance Committee

Other Current Public Directorships

1-800-FLOWERS.COM, Inc. (Chairman)

International Game Technology PLC

James McCann

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 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.

Key Qualifications

Mr. McCann brings to the Board extensive experience in business leadership, entrepreneurship and innovation, which enables him to assist our CEO in the growth and development of our business.

LOGO

Director since 2018

Age 66

Board Committees

Audit Committee (Chair)

Leadership, Development, Inclusion & Compensation Committee

Other Current Public Directorships

Black Hills Corporation

Farmers Edge, Inc.

Steven Mills

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 2014, Mr. Mills has served as a consultant and advisor to clients in the private equity, agribusiness, and financial services fields. Mr. Mills is currently serving as a consultant and advisor to Arianna S.A., a European specialized investment fund. He also serves on the boards of Black Hills Corporation (where he serves as Chair of the board), Farmers Edge, Inc., Illinois College (where he also serves as the Chair of the board), First Illinois Corporation (along with its wholly-owned banking subsidiary, Hickory Point Bank & Trust) and Arianna S.A. Mr. Mills holds a Bachelor of Science degree in Mathematics from Illinois College.

Key Qualifications

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 our business, and financial and risk management processes.

AMYRIS, INC. 2022 PROXY STATEMENT 11

Proposal 1 — Director Biographies | Class II Incumbent Directors with a Term Expiring in 2024

Class II Incumbent Directors with a Term Expiring in 2024

LOGO

Director since 2017

Age 53

Board Committees

None

Other Current Public Directorships

None

Philip Eykerman

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 has been responsible for corporate and business group strategy development, budgeting and planning, improvement programs, and all M&A activities. In 2015, he was also appointed as a member of the DSM Executive Committee. Since September 2020, he is also serving as the President Health Nutrition & Care, thereby managing and overseeing all the group’s activities in health, nutrition & care, while maintaining the responsibility for the DSM Mergers & Acquisitions activities. In addition to these roles within DSM, he is also a Supervisory Board member of ChemicaInvest (DSM/CVC JV) and AnQore TopCo B.V. Before joining DSM, Mr. Eykerman worked for 14 years at McKinsey & Company, the last 9 years of which he served as a Partner and leader of McKinsey’s Chemicals Practice in the Benelux and France. 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).

Key Qualifications

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.

LOGO

Director since 2017

Age 73

Board Committees

None

Other Current Public Directorships

TOT Biopharm International
Company Ltd. (HKG: 1875)

Frank Kung

Dr. Kung is a founding member of Vivo Capital LLC (“Vivo”), a healthcare focused investment firm founded in 1996 in Palo Alto, California. 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 currently serves on the boards of directors of a number of healthcare and biotechnology companies, including TOT Biopharm International Company Ltd. Dr. Kung holds a Bachelor of Science degree in chemistry from the National Tsing Hua University in Taiwan, and a PhD in molecular biology and an MBA from the University of California, Berkeley.

Key Qualifications

Dr. Kung’s experience in the healthcare and biotechnology industries, and with investing in companies, enables him to provide the Board and management with guidance regarding the Company’s business strategy and access to the financial markets.

12 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Director Biographies | Class II Incumbent Directors with a Term Expiring in 2024

LOGO

Director since 2007

Age 56

Board Committees

None

Other Current Public Directorships

None

John Melo

Mr. 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 CEO 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 served on 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 boards 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.

Key Qualifications

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, and as our CEO of over 15 years, he brings to our Board a deep and comprehensive knowledge of our business as well as shareholder-focused insight into effectively executing the Company’s strategy and business plans to maximize shareholder value.

LOGO

Director since 2020

Age 56

Board Committees

Leadership, Development, Inclusion & Compensation Committee

Other Current Public Directorships

None

Julie Spencer Washington

Ms. Washington has served as Chief Marketing, Communications & Customer Experience Officer of Trinity Health, a Catholic health care delivery system, since January 2020. She previously served as Chief Marketing Officer of Champion Petfoods from 2017 to 2019 and held a number of executive positions at Jamba Juice from 2010 to 2016, including as Chief Marketing & Innovation Officer and prior to that, as Chief Brand Officer and Vice President and as General Manager, Consumer Products. Prior to that, Ms. Washington served in multiple senior leadership positions at Luxottica Retail, Procter & Gamble and Nestlé Purina. She currently serves on the board of directors of Union Institute & University. Ms. Washington holds a MBA from Washington University, a Bachelor of Arts degree in Chemistry and Psychology from Emory University, and an Executive in Education Certificate on Driving Digital and Social Strategy from Harvard University.

Key Qualifications

Ms. Washington’s experience in building and developing high-performing teams, fostering DEI efforts, leading business transformation, and driving sustainable corporate growth enables her to provide guidance to the Board and management on consumer needs and behaviors, market dynamics, and digital trends relevant to the Company’s business.

AMYRIS, INC. 2022 PROXY STATEMENT 13

Proposal 1 — Election of Directors | Arrangements Concerning Selection of Directors

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 Naxyris S.A. (“Naxyris”), an investment vehicle owned by Naxos Capital Partners S.C.A. (“Naxos”), 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 Naxyris to serve as a member of the Board. Pursuant to the Letter Agreement, Naxyris designated Carole Piwnica (who was already on the Board) to serve as the Naxyris representative on the Board. Ms. Piwnica stepped down from her position on the Board as of May 29, 2021, and we do not expect Naxyris to designate a new representative to our Board.

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 Christoph 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 1, 2022, DSM beneficially owned 16,701,210 shares of our common stock, representing approximately 5.3% of our outstanding common stock. As a result, Mr. Goppelsroeder stepped down from his position on the Board as of April 1, 2021. Mr. Eykerman, who remains on the Board, is an employee of DSM and receives 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 1, 2022, Vivo beneficially owned 11,642,195 shares of our common stock, representing approximately 3.7% of our outstanding common stock. Notwithstanding Vivo’s current stock ownership, Dr. Kung continues to serve on the Board and we expect him to continue to serve as a director until his resignation or until his successor is duly elected by the holders of our 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 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 Nasdaq, a majority of the members of the Board must qualify as “independent,” as affirmatively determined by the Board. The Board and the NGC of the Board consult with our

14 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Election of Directors | Independence of Directors

legal counsel to ensure that 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) Mr. Eykerman is not independent because he is an employee 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 and Eykerman, 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 the 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”) and Perrara Ventures, LLC, which beneficially owned 90,615,358 and 3,333,333 shares of our common stock, respectively, representing in the aggregate approximately 29.7% of our outstanding common stock as of March 1, 2022. Mr. Doerr is also a manager of the general partners of entities affiliated with KPCB Holdings, Inc (“KPCB”). As of March 1, 2022, KPCB Holdings, Inc., as nominee for entities affiliated with KPCB, held 278,882 shares of our common stock, which represented less than 1% 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 1, 2022, Vivo beneficially owned 11,642,195 shares of our common stock, representing approximately 3.7% of our outstanding common stock. In addition, Dr. Kung’s daughter is a non-executive employee of Amyris.

◾

Mr. Panchadsaram is a partner at Foris, which beneficially owned 90,615,358 shares of our common stock, representing in the aggregate approximately 28.6% of our outstanding stock as of March 1, 2022. Mr. Panchadsaram also serves as an advisor to the Chairman of KPCB. As of March 1, 2022, KPCB, as nominee for entities affiliated with KPCB, held 278,882 shares of our common stock, which represented less than 1% 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, Ana Dutra, Geoffrey Duyk, Frank Kung, James McCann, Steven Mills, Ryan Panchadsaram, Lisa Qi, and Julie Spencer Washington.

AMYRIS, INC. 2022 PROXY STATEMENT 15

Proposal 1 — Election of Directors | Board Skills and Diversity

Board Tenure

LOGO

Board Skills and Diversity

Board Skills, Experience and Attributes

LOGO

16 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Election of Directors | Board Leadership Structure


		GENDER		ETHNIC DIVERSITY

LOGO

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors, confirming compliance with the minimum objectives of such rule.



Board Diversity Matrix (As of March 31, 2022)

Total Number of Directors		11



	Female		Male		Non-Binary		Did not Disclose Gender

Directors		3		8		—		—

Number of Directors who identify in Any of the Categories Below:

African American or Black		1		—		—		—

Alaskan Native or Native American		—		—		—		—

Asian		1		2		—		—

Hispanic or Latinx		1		—		—		—

Native Hawaiian or Pacific Islander		—		—		—		—

White		—		5		—		—

Two or More Races or Ethnicities		—		—		—		—

LGBTQ+		—		—		—		—

Did not Disclose Demographic Background		—		1		—		—

Board Leadership Structure

The Board is composed of our CEO, John Melo, and ten non-management directors. Geoffrey Duyk, one of our independent directors, currently serves the principal Board leadership role as the interim Board Chair. The Board does not have any policy that the Board Chair must necessarily be separate from the CEO, but the Board appointed Dr. Duyk as interim Board Chair in May 2014 and he continues to serve in this role today. Dr. Duyk’s current responsibilities as interim Board Chair include working with the CEO to develop agendas for Board meetings, calling special meetings of the Board or Committees, presiding at executive sessions of independent Board members, and ensuring that an annual self- assessment process is conducted in order to provide feedback to the Board, its Committees and Committee Chairs, and the CEO, as appropriate, and serving as CEO in the absence of another designated CEO. The Board believes that having an independent Board Chair helps reinforce the Board’s independence from management in its oversight of our business and affairs.

AMYRIS, INC. 2022 PROXY STATEMENT 17

Proposal 1 — Election of Directors | Board Committees and Meetings

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 CEO 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.

Board Committees and Meetings

The Board has established an Audit Committee, a LDICC, and an NGC, 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. A copy of each Committee’s charter can be found on our website at https://investors.amyris.com/corporate-governance.

During 2021, the Board held four meetings, and its three standing Committees (the Audit Committee, LDICC and NGC) collectively held 24 meetings. Each incumbent director attended at least 75% of the meetings of the Board and of the Committees on which such director served that were held during the period that such director served in 2021. The Board’s policy is that directors are encouraged to attend our annual meetings of stockholders. No directors attended our 2021 annual meeting of stockholders.

In August 2021, the Board, at the NGC’s proposal, approved the dissolution of the Operations and Finance Committee (“OFC”). The OFC’s purpose was to review and approve strategic transactions presenting sensitive competition issues. However, upon review and discussion, the Board determined that the OFC was no longer needed and that the Board would continue reviewing and approving the Company’s significant M&A, financing, and strategic transactions. Before its dissolution, the OFC held three meetings during 2021.

The following table provides membership for the Board’s standing committees as of December 31, 2021:



	Independent Director	Audit Committee	Nominating & Governance Committee	Leadership, Development, Inclusion & Compensation Committee

John Doerr

Geoffrey Duyk M.D., Ph.D.

James McCann

Steve Mills

Ryan Panchadsaram

Lisa Qi

Julie Spencer Washington

LOGO Chair LOGO Member

18 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Election of Directors | Board Committees and Meetings

Outlined below are brief descriptions of the roles and responsibilities of each standing Committee.

Audit Committee

Current members:

Steve Mills (Chair)

Geoffrey Duyk

Ryan Panchadsaram

Others who served in 2021:

James McCann (resigned from Committee in August 2021)

Number of meetings held in 2021: 8

The Board has determined that each member of the Audit Committee is independent (as defined in the relevant Nasdaq and Securities and Exchange Commission (“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.

Role and Responsibilities

The Audit Committee 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.

The Audit Committee performs, among others, the following functions:

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

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

◾ monitors our risk assessment and management, and compliance with legal and regulatory requirements, including oversight of cybersecurity risks;

◾ 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;

◾ 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; and

◾ oversees management’s plans and objectives for Amyris’s capitalization and reviews and approves new offerings of debt, equity or hybrid securities, stock splits, and credit agreements, as well as minority investments by Amyris.

The Audit Committee also 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 together with the Secretary and Compliance Officer, 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 in coordination with the Secretary, oversees the review of any complaints and submissions received through the complaint and anonymous reporting procedures.

Nominating & Governance Committee

Current members:

John Doerr (Chair)

James McCann

Lisa Qi

Number of meetings held in 2021: 4

The Board has determined that each member of the NGC is independent (as defined in the relevant Nasdaq and SEC rules and regulations).

Role and Responsibilities

The NGC ensures 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;

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

◾ overseeing the development and achievement of ESG objectives by management;

◾ overseeing the evaluation of the Board and its committees; 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 NGC also monitors the size, structure and composition of the Board and its Committees and makes any recommendations to the Board regarding improvements to each Committee’s operations (including Committee reports to the Board), and structure (including member qualifications, appointment and removal), 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, its Committees and the Directors.

AMYRIS, INC. 2022 PROXY STATEMENT 19

Proposal 1 — Election of Directors | Board Committees and Meetings

Leadership, Development, Inclusion & Compensation Committee

Current members:

James McCann (Chair)

Steve Mills

Ryan Panchadsaram

Julie Spencer Washington

Number of meetings held in 2021: 8

The Board, after consideration of all factors specifically relevant to determining whether any of Mr. McCann, Mr. Mills, Mr. Panchadsaram, or Ms. Washington 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 LDICC 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 LDICC is independent (as further defined in the relevant Nasdaq and SEC rules and regulations).

Role and Responsibilities

The purpose of the LDICC is to provide guidance and periodic monitoring for all of our compensation, benefits and equity programs. The LDICC, 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 to administer our equity-based and cash-based compensation plans, and may also make recommendations to the Board relating to executive compensation. The LDICC 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 in which our executive officers may participate;

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

◾ administers 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;

◾ reviews with our CEO and Board leadership the succession plans for the executive officers; and

◾ oversees human capital management and DEI strategies and practices.

20 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 1 — Election of Directors | Board and Committee Oversight of Risk Management

Board and Committee Oversight of Risk Management

Full Board

The Board as a whole oversees our risk management systems and processes. Each of the standing Committees has been delegated oversight of certain categories of risk and provides the Board with regular reports regarding the Committees’ activities.

Assessing and managing risk is the responsibility of our management, which establishes and maintains risk management processes, including prioritization, 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 and discuss strategic plans and objectives, business results, financial condition, compensation programs, strategic transactions, and other matters in the context of various categories of risk.

Audit
Committee

Responsible for overseeing our financial controls and risk, litigation and regulatory matters, and certain legal compliance matters, as well as enterprise risk prioritization and mitigation (including cybersecurity risk), and management’s plans and objectives for our capitalization

Nominating &
Governance Committee

Responsible for overseeing risks related to Board and Committee composition and succession, certain legal compliance matters, and corporate governance policies and practices (including ESG goals)

Leadership, Development, Inclusion & Compensation Committee

Responsible for overseeing risks associated with our Board, executive and employee compensation programs and related plans, effective management of executive succession, and management’s plans, policies and practices related to human capital (including DEI strategies)

Director Nomination Process

In carrying out its duties to consider and nominate candidates for membership on the Board, the NGC 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 NGC’s goal is to nominate directors who will provide a balance of industry, business and technical knowledge, experience and capability. To this end, the NGC 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 NGC 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 NGC strives to reflect current legal developments and modifications to public company standards regarding diversity and inclusion on public company boards, and to nominate directors with a variety of complementary skills and experience. Accordingly, the NGC endeavors for the Board, as a group, to possess the appropriate talent, skills and experience to oversee our business. With respect to four of the most recent additions to our Board membership, the Board considered diversity in its elections of Ms. Dutra, Mr. Panchadsaram, Ms. Qi, and Ms. Washington, and the value of adding additional gender and ethnic diversity to our Board, in addition to their specific professional areas of professional expertise and other qualifications.

AMYRIS, INC. 2022 PROXY STATEMENT 21

Proposal 1 — Election of Directors | Board and Committee Oversight of Risk Management

The NGC generally uses the following processes for identifying and evaluating nominees for director:

◾

In the case of incumbent directors, the NGC reviews the directors’ overall service to Amyris during each annual assessment process, including performance, effectiveness, participation, and independence.

◾

In seeking to identify new director candidates, the NGC may use its network of contacts, together with the network of contacts of our CEO and Secretary, to compile a list of potential candidates and may also engage, if deemed appropriate, a professional search firm. The NGC would conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the structure and needs of the Board. Our CEO and Secretary regularly review potential candidates with the NGC in order to discuss and consider such candidates’ qualifications prior to organizing meetings with select nominees which may lead to recommendations to the Board of such candidates’ membership by majority vote.

Stockholder Nominations

The NGC 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 2022 Annual Meeting from any stockholder. Stockholders who wish to recommend individuals for consideration by the NGC to become nominees for election to the Board may do so by delivering a written recommendation to the NGC at the following address: NGC Chair c/o Secretary of Amyris, Inc. at 5885 Hollis Street, Suite 100, Emeryville, California 94608, not later than the close of business on the 75^th day, nor earlier than the close of business on the 105^th day, prior to the anniversary date of the preceding year’s annual meeting of stockholders, which for our 2023 annual meeting of stockholders is not later than March 13, 2023 nor earlier than February 11, 2023. 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.

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 Board Chair, 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 the Secretary will review all communications to determine whether they should be presented to the Board. Following such review, the Secretary will determine which communications will be compiled and submitted to the Board, or a selected group of directors or individual directors, on a periodic basis. 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 the Secretary forward to them immediately all communications received 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 the Chair of the Audit Committee who will direct distribution to the Audit Committee members as required.

22 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 2

Ratification of Appointment of Independent Registered Public Accounting Firm

General

The Audit Committee appointed Macias Gini & O’Connell LLP (“MGO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022, 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.

During our two most recent fiscal years, which ended December 31, 2021 and 2020, 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 MGO 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

AMYRIS, INC. 2022 PROXY STATEMENT 23

Proposal 2 | Ratification of Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm Fee Information

MGO has served as our independent registered public accounting firm for the fiscal years ended December 31, 2021 and 2020. The following tables set forth the aggregate fees billed to us by MGO for services performed in or for those fiscal years then ended (in thousands):



	Fiscal Year ended December 31,

Fee Category	2021		2020

Audit Fees	$	1,763.4	$	2,084.8

Audit-Related Fees		—		—

Tax Fees		—		—

All Other Fees		124.3		91.8

Total Fees	$	1,887.7	$	2,176.6

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.

The “Audit-Related Fees” category includes aggregate fees billed in the relevant fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated 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, 2021 and 2020.

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, 2021 and 2020.

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. In the fiscal years ended December 31, 2021 and 2020, we incurred fees in this category related to our private placement transaction and the filing of registration statements on Forms S-1, S-3ASR and S-8.

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

24 AMYRIS, INC. 2022 PROXY STATEMENT

Proposal 2 | Ratification of Appointment of Independent Registered Public Accounting Firm

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 2021 or 2020.

All fees paid to, and all services provided by, our independent registered public accounting firm during fiscal years 2021 and 2020 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, 2021. 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.

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, 2021 for filing with the SEC.

Amyris, Inc. Audit Committee of the Board

Steven Mills (Chair)

Geoffrey Duyk

Ryan Panchadsaram

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Amyris under the Securities Act or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

AMYRIS, INC. 2022 PROXY STATEMENT 25

Proposal 3

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 455,000,000 to 555,000,000 and the number of authorized shares of common stock from 450,000,000 to 550,000,000 (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 by means of this Proxy Statement. The form of the proposed Amendment is attached to this Proxy Statement as Appendix A and is incorporated herein by reference.

Article IV of our Certificate of Incorporation currently authorizes us to issue up to 455,000,000 shares of stock, with 450,000,000 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 March 30, 2022, of our 450,000,000 shares of authorized common stock, 317,975,269 shares were issued and outstanding and approximately 140 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 to pursue strategic opportunities from time to time, including potential acquisitions and other capital-intensive opportunities, 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 may 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. We do not currently have enough shares authorized to provide sufficient flexibility to pursue appropriate 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. For example, we

26 AMYRIS, INC. 2021 PROXY STATEMENT

Proposal 3 | Approval of Amendment of Restated Certificate of Incorporation to increase the Total Number of Authorized Shares of Common Stock

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):

◾

strategic investments;

◾

acquisitions;

◾

partnerships, collaborations and other similar transactions;

◾

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

◾

debt or equity restructuring or refinancing transactions;

◾

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. As of March 30, 2022, 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 3).

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 3.

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 or the LDICC, as applicable, 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 or the LDICC, as applicable, 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 or the LDICC, as applicable, at times, in amounts, and upon terms that the Board, or the LDICC, may determine, without additional stockholder approval. Stockholder approval of this proposal will not, by

AMYRIS, INC. 2022 PROXY STATEMENT 27

Proposal 3 | Approval of Amendment of Restated Certificate of Incorporation to increase the Total Number of Authorized Shares of Common Stock

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 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 and public equity capital raise 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, or from fulfilling certain equity obligations under our equity plans. 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 2020 EIP, 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.

DSM International B.V. 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).

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 A. 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.

28 AMYRIS, INC. 2022 PROXY STATEMENT

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 1, 2022, 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 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 316,635,256 shares of our common stock outstanding on March 1, 2022 (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.

AMYRIS, INC. 2022 PROXY STATEMENT 29

Security Ownership of Certain Beneficial Owners and Management



Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (#)		Percent of Class (%)

Foris Ventures, LLC⁽¹⁾		90,615,358		28.6

BlackRock Inc.⁽²⁾		21,091,779		6.7

The Vanguard Group⁽³⁾		17,315,246		5.5

DSM International B.V.⁽⁴⁾		16,701,210		5.3

Farallon Entities⁽⁵⁾		16,690,427		5.3

Directors and Named Executive Officers:

John Melo⁽⁶⁾		504,170		*

John Doerr⁽¹⁾⁽⁷⁾		94,262,350		29.7

Ana Dutra		—		—

Geoffrey Duyk⁽⁸⁾		14,034		*

Philip Eykerman⁽⁴⁾⁽⁹⁾		25,062		*

Frank Kung⁽¹⁰⁾		11,655,593		3.7

James McCann⁽¹¹⁾		15,564		*

Steven Mills⁽¹²⁾		30,732		*

Ryan Panchadsaram⁽¹³⁾		2,690		*

Lisa Qi⁽¹⁴⁾		9,281		*

Julie Spencer Washington⁽¹⁵⁾		8,104		*

Eduardo Alvarez⁽¹⁶⁾		300,415		*

Nicole Kelsey⁽¹⁷⁾		153,625		*

Han Kieftenbeld⁽¹⁸⁾		82,366		*

All Directors and Executive Officers as a Group (14 Persons)⁽¹⁹⁾		107,063,986		33.8

*	Less than 1%.

(1)

Includes 16,680,334 shares of common stock issuable upon conversion of certain senior convertible notes issued to Foris under the Amended and Restated Loan and Security Agreement, dated June 1, 2022, as amended. 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)

According to the Schedule 13G filed with the SEC on February 4, 2022, BlackRock, Inc. (“Blackrock”) had shared voting power over 164,814 shares, sole dispositive power over 16,997,520 shares, and shared dispositive power over 317,726 shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of those shares and no one person’s interest in such shares is more than five percent of the total outstanding common shares. The address for BlackRock is 55 East 52nd Street, New York, New York 10055.

(3)

According to the Schedule 13G filed with the SEC on February 9, 2022, The Vanguard Group (“Vanguard”) had sole voting power over 20,794,896 shares and sole dispositive power over 21,091,779 shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of those shares and no one person’s interest in such shares is more than five percent of the total outstanding common shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(4)

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.

(5)

According to the Schedule 13G/A filed with the SEC on February 23, 2022, Farallon Partners, L.L.C. (“Farallon General Partner”), on its own behalf and as the general partner of Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Farallon Capital Offshore Investors II, L.P., and Farallon Capital (AM) Investors, L.P., had shared voting and dispositive power over 15,906,515 shares held directly held by such Farallon entities. Farallon Institutional GP V, L.L.C. (“FCIP V General Partner”), as general partner of Four Crossings Institutional Partners V, L.P., had shared voting and dispositive power over 414,510 shares. Farallon F5 (GP), L.L.C. (“F5MI General Partner”), as general partner of Farallon Capital F5 Master I, L.P., had shared voting and dispositive power over 783,912 shares. Farallon Healthcare Partners (GP), L.L.C. (“FHPM General Partner”), as general partner of Farallon Healthcare Partners Master, L.P., had shared voting and dispositive power over 6,898,130 shares.

30 AMYRIS, INC. 2022 PROXY STATEMENT

Security Ownership of Certain Beneficial Owners and Management

As managing member or senior managing member of Farallon General Partner and manager or senior manager of FCIP V General Partner, F5MI General Partner and FHPM General Partner, Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly each had shared voting and dispositive power over the shares held by the Farallon Entities. The address for Farallon Entities is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

(6)	Shares beneficially owned by Mr. Melo include 130,893 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(7)

Shares beneficially owned by Mr. Doerr include (i) 90,615,358 shares of common stock beneficially owned by Foris, in which Mr. Doerr indirectly owns all of the membership interests, (ii) 3,333,333 shares of common stock beneficially owned by Perrara Ventures, LLC, in which Mr. Doerr indirectly owns all of the membership interests, (iii) 567 shares of common stock held by The Vallejo Ventures Trust U/T/A 2/12/96, of which Mr. Doerr is a trustee, (iv) 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 and (v) 15,464 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(8)	Shares beneficially owned by Dr. Duyk include 2,436 restricted stock units vesting within 60 days of March 1, 2022 and 11,598 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(9)

Shares beneficially owned by Mr. Eykerman include 15,131 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022. 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.

(10)

Shares beneficially owned by Dr. Kung include (i) 11,642,195 shares of common stock beneficially owned by Vivo Capital LLC (together with its affiliates, “Vivo”), over which Dr. Kung may be deemed to share voting and dispositive power and (ii) 13,398 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022. 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.

(11)	Shares beneficially owned by Mr. McCann include 2,860 restricted stock units vesting within 60 days of March 1, 2022 and 7,682 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(12)	Shares beneficially owned by Mr. Mills include 3,220 restricted stock units vesting within 60 days of March 1, 2022 and 10,398 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(13)	Shares beneficially owned by Mr. Panchadsaram include 2,690 restricted stock units vesting within 60 days of March 1, 2022.

(14)	Shares beneficially owned by Ms. Qi include 2,309 restricted stock units vesting within 60 days of March 1, 2022 and 4,216 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(15)	Shares beneficially owned by Ms. Washington include 2,372 restricted stock units vesting within 60 days of March 1, 2022 and 3,466 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(16)	Shares beneficially owned by Mr. Alvarez include 49,791 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(17)	Shares beneficially owned by Ms. Kelsey include 67,853 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(18)	Shares beneficially owned by Mr. Kieftenbeld include 34,556 shares of common stock issuable upon exercise of stock options that were exercisable within 60 days of March 1, 2022.

(19)	Shares beneficially owned by all of our executive officers and directors as a group include the shares of common stock described in footnotes 6 through 18 above.

AMYRIS, INC. 2022 PROXY STATEMENT 31

Executive Officers

The following table provides the names, ages, and offices of each of our current executive officers as of March 1, 2022:



Name	Age	Position

John Melo	56	Director, President and Chief Executive Officer

Han Kieftenbeld	56	Chief Financial Officer and Chief Administration Officer

Eduardo Alvarez	58	Chief Operating Officer

Nicole Kelsey	55	Chief Legal Officer and Secretary

John Melo

See above under “Proposal 1—Director Biographies”

Han Kieftenbeld

Han Kieftenbeld has served as our Chief Financial Officer since March 2020 and our Chief Administration Officer since July 2020. Mr. Kieftenbeld has over 30 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. Kieftenbeld 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. 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 and was recently appointed our Chief Legal Officer and Secretary. Ms. Kelsey has over 25 years of experience as an executive leader for public

32 AMYRIS, INC. 2021 PROXY STATEMENT

Executive Officers

companies with international operations. Her areas of expertise range from international M&A to U.S. securities laws and multi-jurisdictional corporate governance, complex securities and commercial litigation, regulatory matters, investor and employee communications, and compliance. Prior to joining Amyris, she served as General Counsel and Secretary of Criteo, a global leader in commerce marketing based in Paris with global operations, 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 and chief compliance officer 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.

AMYRIS, INC. 2022 PROXY STATEMENT 33

Executive Compensation

Compensation Discussion and Analysis

The following discussion describes and analyzes the compensation policies, arrangements, and decisions for our named executive officers (or “NEOs”) in 2021 and should be read in conjunction with the compensation tables contained later in this Proxy Statement. We believe our existing compensation policies, arrangements and decisions are consistent with our compensation philosophy and objectives discussed below and align the interests of our NEOs with our short-term and long-term business objectives. During 2021, our NEOs were:


2021 Business Highlights			35

Key Features of our Executive Compensation Program			36

Compensation Philosophy and Objectives			36

Elements of Executive Compensation			37

Stockholder Say-on-Pay Votes			39

Compensation Decision-Making Process			39

Role of Compensation Consultant			40

Use of Competitive Data			41

2021 Peer Group			41

Compensation Risk Management			42

2021 Compensation			43

Background			43

Base Salaries			43

Cash Bonuses			43

Company Performance Metrics			45

Degree of Difficulty in Achieving Performance Goals			45

2021 Quarterly and Annual Bonus Plan Funding and Award Decisions			46

Individual Performance Goals			46

Performance Bonuses			47

Equity Awards			47

2021 Focal Equity Awards			47

2021 Performance Equity Awards			48

2021 Recognition Equity Awards			53

Other Compensation Elements			53

Severance Plan			53

Other Executive Benefits and Perquisites			54

Additional Compensation Information			55

Other Compensation Practices and Policies			55

Accounting and Tax Considerations			55



				John Melo President and Chief Executive Officer (our “CEO”)

		.		Han Kieftenbeld Chief Financial Officer and Chief Administration Officer (our “CFO”)

		.		Eduardo Alvarez Chief Operating Officer (our “COO”)

				Nicole Kelsey Chief Legal Officer and Secretary (our “CLO”)

34 AMYRIS, INC. 2021 PROXY STATEMENT

Executive Compensation | 2021 Business Highlights

2021 Business Highlights

We are a high growth, biotechnology company at the forefront of delivering sustainable solutions that are better for people and the planet. To accelerate the world’s transition to sustainable consumption, we create, manufacture, and commercialize consumer products and ingredients that reach more than 300 million consumers. Currently, the largest driver of our revenue is derived from marketing and selling Clean Beauty & Personal Care and Health & Wellness consumer products through our direct-to-consumer ecommerce platforms and a growing network of retail partners. We also sell sustainable ingredients to sector leaders that serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets.

Our ingredients and consumer products are powered by our fermentation-based Lab-to-Market^TM technology platform. This technology platform drives the portfolio connection between our proprietary science and formulation expertise, our manufacturing capability at industrial scale, and our ability to commercialize sustainable products that make a difference in people’s lives. We believe that our technology platform offers advantages to traditional methods of sourcing similar ingredients (such as petrochemistry and extraction from organisms). Our technology platform allows for renewable and ethical sourcing of raw materials, less resource-intensive production, minimal impact on sensitive ecosystems, enhanced purity and safety profile, less vulnerability to climate disruption, and improved supply chain resilience. We bring together biology and engineering to generate more sustainable materials that would otherwise be scarce or endangered in nature. Our technology platform leverages state-of-the-art machine learning, robotics, and artificial intelligence, enabling us to rapidly bring new innovation to market.

We started 2021 with three consumer brands, Biossance^® clean beauty skincare, Pipette^® clean baby skincare, and Purecane^TM zero-calorie sweetener. During the second half of 2021, we launched five additional consumer brands in the Clean Beauty & Personal Care end market, including Terasana^® clean skincare, Costa Brazil^® luxury skincare, Olika^TM clean wellness, Rose Inc.^TM clean color cosmetics, and JVN^TM clean haircare.

In 2021, we delivered record total revenue of $342 million, representing a 97% increase over the prior year. We also delivered record consumer revenue of $32 million, an increase of 86% over the prior year, driven by strong performance from our three legacy brands, Biossance^®, Pipette^® and Purecane^TM, and solid early-stage performance of the newly launched brands, particularly Rose, Inc.^TM and JVN^TM. Our technology access revenue of $33 million increased by 54% compared to the prior year, driven by growth in technology license revenue, including our new joint ventures with ImmunityBio (vaccine) and Minerva Foods (protein). In November 2021, we sold $690 million convertible senior notes due 2026 which allowed us to simplify our capital structure, pay down restrictive debt arrangements, and provide working capital to support critical investments in R&D, product development, manufacturing and other initiatives as well as our long-term strategic goals.

AMYRIS, INC. 2022 PROXY STATEMENT 35

Executive Compensation | Key Features of our Executive Compensation Program

Key Features of our Executive Compensation Program



✓ What We Do										Ñ What We Don’t Do

SEC Form DEF 14A filed by Amyris Inc.