DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of t

Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

AMYRIS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(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 2023 Annual

Meeting of Stockholders

Annual Meeting of Stockholders

Date and Time:

Thursday, May 25, 2023,

2:00 p.m. Pacific Time

Location:

Virtual Meeting:

www.proxydocs.com/AMRS

Record Date:

Tuesday, March 28, 2023

Mail Date:

Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed on or about April 12, 2023

Voting Matters

At or before the 2023 Annual Meeting of Stockholders (“Annual Meeting”), we ask that you vote on the following items:

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

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

Item 3 Non-binding advisory vote on compensation of named executive officers

Item 4 Non-binding advisory vote on frequency of future stockholder say-on-pay votes

Item 5 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 2022 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. 75, “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 12, 2023 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

/s/ Doris Choi

Doris Choi

General Counsel and Secretary

April 11, 2023

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			24

General			24

Vote Required and Board Recommendation			24

Independent Registered Public Accounting Firm Fee Information			25

Audit Committee Pre-Approval of Services Performed by our Independent Registered Public Accounting Firm			25

Report of the Audit Committee*			26

Proposal 3 Approval of Non-Binding Advisory Vote on Compensation of Named Executive Officers			27

General			27

Vote Required and Board Recommendation			28

Proposal 4 Approval of Non-Binding Advisory Vote on Frequency of Future Stockholder Say-on-Pay Votes			29

General			29

Vote Required and Board Recommendation			30

Proposal 5 Approval of Amendment of Restated Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common Stock			31

General			31

Purpose of the Authorized Share Increase			31

Vote Required and Board Recommendation			32

Potential Adverse Effects			32

Risks to Stockholders of Non-Approval			33

Interests of Certain Persons			33

Text of Proposed Amendment			33


Security Ownership of Certain Beneficial Owners and Management			34

Executive Officers			37

Executive Compensation			38

Compensation Discussion and Analysis			38

Summary Compensation Table			59

Narrative Disclosure to Summary Compensation Table			60

Grants of Plan-Based Awards in 2022			60

Outstanding Equity Awards			61

Option Exercises and Stock Vested During 2022			62

Pension Benefits			62

Potential Payments upon Termination and upon Termination Following a Change in Control			62

Pay Versus Performance Disclosure			65

Pay Ratio Disclosure			69

Agreements with Executive Officers			69

Director Compensation			70

Director Compensation for 2022			70

Narrative Disclosure to Director Compensation Tables			71

Compensation Committee Interlocks and Insider Participation			71

Transactions with Related Persons			72

Certain Transactions			72

Indemnification Arrangements			73

Executive Compensation and Employment Arrangements			73

Registration Rights Agreements			74

Related Party Transactions Policy			74

Annual Meeting Information			75

Information Regarding Solicitation and Voting			75

Questions and Answers About the Annual Meeting and Voting			75

Other Matters			81

Householding of Proxy Materials			81

Available Information			81

Stockholder Proposals to be Presented at Next Annual Meeting			81

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			57

		Human Capital Management			2

		Related Party Transactions			72

		Risk Oversight			21

AMYRIS, INC. 2023 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 biotechnology company delivering sustainable science-based ingredients and consumer products 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 15 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. 2023 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

◾

Develop products that are sustainably sourced and manufactured

◾

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

◾

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

◾

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

◾

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

◾

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

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


Ecovadis Silver (top 25%)	Bloomberg GEI designation	EPA SmartWay participant

SOCIAL RESPONSIBILITY

Human Capital Management

Our Board believes that human capital management, including Diversity, Equity, Inclusion and Belonging (“DEIB”) initiatives, are important to our success.

The Board expanded the remit of the Leadership, Development, Inclusion and Compensation Committee of the Board (“LDICC”) in 2020 to include oversight of DEIB 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.

◾

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.

2 AMYRIS, INC. 2023 PROXY STATEMENT

Sustainability at Amyris | Social Responsibility

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.

Since then, we have introduced a diversity framework, which led to development and implementation of a three-year diversity strategy. Our goals are built around the framework, which focuses on the workplace (our culture) workforce (our people), marketplace (product development and external branding) and community. We introduced two new employee resource groups (“ERGs”): Black@ Amyris (for our Black employees and allies) and Amygos (for our Latinx employees and allies), and introduced structure, goals, and guidelines to help our ERGs grow and scale.

We also introduced an internal diversity intranet site and collaborated with our ERG leaders to introduce an ERG intranet, which keeps employees updated on events and activities related to their respective ERG. We also embedded diversity into the employee onboarding process because we believe onboarding to be a pivotal moment for fostering inclusion.

One of our biggest successes was forming a global Diversity Council, composed of employees from each business function throughout our organization. The Diversity Council serves as an advisory body to the company and its leadership team on the strategic direction of the culture of the company.

We have over 1,500 employees in the United States, Brazil, Portugal, and the United Kingdom.

◾

50% of our U.S. employees are People of Color

◾

54% of our employees are Women

◾

55% of our executive leadership team are Women

Our ERGs as well as our Diversity Council will also be guided by our workplace, workforce, marketplace and community framework. We have the following ERGs that are organized around diversity attributes:

◾

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

◾

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

◾

Black @ Amyris (Black)

◾

Amygos (Latinx)

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 responsible and sustainable waste management practices, provide recommended personal protective equipment, and offer a robust ergonomics program in compliance with CAL-OSHA and the California Department of Public Health.

The global COVID-19 pandemic 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, we developed a comprehensive response strategy including establishing a cross-functional COVID-19 Task Force, and we have applied recommended public health strategies to manage and prevent the spread of COVID-19 among our employees and operations. The pandemic has raised the bar on the implementation of business continuity plans to manage the impact of the COVID-19 pandemic, future pandemics as well as other potential emergency scenarios on our employees and our business. We have successfully managed to sustain ongoing critical production campaigns and infrastructure throughout the pandemic and additionally through several severe weather events such as Hurricane Ian.

AMYRIS, INC. 2023 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 founded the Amyris Annual Scholarship to provide financial relief and academic scholarships to Black students at historically black colleges and universities (“HBCUs”) and local San Francisco Bay Area universities. In 2021, for example, 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 2020, we launched a summer internship called the Catalyst Intern Program with an inaugural cohort of 30 college interns, providing students with substantial business experience and networking opportunities. Notably, our inaugural intern class was 67% ethnically diverse and 57% female.

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. 2023 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 second annual ESG Report in 2022. Management 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. 2023 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 2022 annual meeting, we reached out to stockholders who collectively held approximately 17% of our then-outstanding shares (not including any related parties) to request meetings, and held meetings with each stockholder who accepted our request for engagement.

6 AMYRIS, INC. 2023 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 11, and the Board is divided into the following three classes with staggered three-year terms:

◾

Class I directors, whose term will expire at this 2023 Annual Meeting of stockholders and who have been nominated for re-election;

◾

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 the annual meeting of stockholders to be held in 2025.

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 three Class III seats constituting the 11 seats on the Board.

At the 2023 Annual Meeting, we are asking our stockholders to vote on the election of four Class I directors, Ana Dutra, Geoffrey Duyk, James McCann and Steven Mills to serve until our 2026 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 four Class I nominees receiving the highest number of affirmative (i.e., “For”) votes will be elected. At the Annual Meeting, proxies cannot be voted for a greater number of persons than the four nominees named in this Proposal 1 and stockholders cannot cumulate votes in the election of directors. Shares represented by executed proxies will be voted by the proxy holders, if authority to do so is not withheld for any or all of the nominees, “For” the election of the four nominees named below. If any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for a nominee, if any, designated by the Board to fill 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. 2023 PROXY STATEMENT 7

Proposal 1 — Director Biographies | Nominees for Class I Directors for a Term Expiring in 2026

Director Biographies

Nominees for Class I Directors for a Term Expiring in 2026

LOGO

Director since 2022

Age 58

Board Committees

Leadership, Development, Inclusion & Compensation Committee

Nominating & Governance Committee

Other Current Public Directorships

CarParts.com

CME Group, Inc.

Pembina Pipeline

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 Pembina Pipeline, and certain private companies in the United States and abroad. Ms. Dutra previously served on the board of directors of Health, Harvest & Recreation Inc. until its acquisition in September 2021 as well as First Internet Bancorp until December 2022. 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, as well as her rich experience and knowledge regarding branding, enables her to provide valuable contributions to our management team and Board.

LOGO

Director since 2012

Interim Board Chair since May 2014

Age 63

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, and serves as Interim CEO and Board Chair of Grove Biopharma, a biotechnology startup. 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 and to help us connect our science to our business.

8 AMYRIS, INC. 2023 PROXY STATEMENT

Proposal 1 — Director Biographies | Nominees for Class I Directors for a Term Expiring in 2026

LOGO

Director since 2019

Age 71

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, as well as a deep understanding of consumer and e-marketing, which enables him to assist our CEO in the growth and development of our business.

LOGO

Director since 2018

Age 67

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. 2023 PROXY STATEMENT 9

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 54

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 74

Board Committees

None

Other Current Public Directorships

None

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. Dr. Kung holds a Bachelor of Science degree in chemistry from the National Tsing Hua University in Taiwan, a PhD in molecular biology and an MBA from the University of California, Berkeley.

Key Qualifications

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

10 AMYRIS, INC. 2023 PROXY STATEMENT

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

LOGO

Director since 2007

Age 57

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 57

Board Committees

Audit Committee

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. 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 operating strategy, consumer needs and behaviors, market dynamics, and digital trends relevant to the Company’s business.

AMYRIS, INC. 2023 PROXY STATEMENT 11

Proposal 1 — Director Biographies | Class II Incumbent Directors with a Term Expiring in 2025

Class II Incumbent Directors with a Term Expiring in 2025

LOGO

Director since 2006

Age 71

Board Committees

Nominating & Governance Committee (Chair)

Other Current Public Directorships

Alphabet 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 and DoorDash. He previously served as a director of Bloom Energy, Coursera, and Quantumscape. 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 and broad 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 38

Board Committees

None

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. Additionally, Mr. Panchadsaram’s cross-industry mindset and keen eye towards financial returns and business decisions make him an invaluable contributing member to our management team and Board.

12 AMYRIS, INC. 2023 PROXY STATEMENT

Proposal 1 — Director Biographies | Class II Incumbent Directors with a Term Expiring in 2025

LOGO

Director since 2019

Age 51

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. Ms. Qi’s expansive retail business knowledge and international perspective also provide our management team with greater insight on the global e-retail experience.

AMYRIS, INC. 2023 PROXY STATEMENT 13

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

Arrangements Concerning Selection of Directors

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. 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, 2023, DSM beneficially owned 16,701,210 shares of our common stock, representing approximately 4.6% of our outstanding common stock. Mr. Eykerman, an employee of DSM, has served on the Board since 2017 and receives compensation and benefits from DSM pursuant to its standard compensation policies and practices.

In August 2017, pursuant to a Stockholder Agreement entered into in connection with the sale of our common stock, Series D Convertible Preferred Stock and warrants to Vivo (the “Vivo 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, 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, 2023, Vivo beneficially owned less than 4.5% of our outstanding common stock. Notwithstanding Vivo’s current stock ownership, Dr. Kung continues to serve on the Board, as the Board values his contributions, 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 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.

14 AMYRIS, INC. 2023 PROXY STATEMENT

Proposal 1 — Election of Directors | Independence of Directors

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 beneficially owns all of the membership interests in (i) Foris, which beneficially owned 119,849,364 shares of our common stock, (ii) Perrara Ventures, LLC, which beneficially owned 3,333,333 shares of our common stock, (iii) Clarus, LLC, which beneficially owned 9,648 shares of our common stock, and (iv) The Vallejo Ventures Trust U/T/A 2/12/96, which beneficially owned 567 shares of our common stock, representing in the aggregate approximately 33.7% of our outstanding common stock as of March 1, 2023. Mr. Doerr is also a manager of the general partners of entities affiliated with KPCB. As of March 1, 2023, Kleiner Perkins Caufield & Byers XII, LLC and KPCB XII Founders Fund, LLC, held 248,304 and 4,531 shares of our common stock, respectively, 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, 2023, Vivo beneficially owned 7,844,226 shares of our common stock, representing approximately 2.1% 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 119,849,364 shares of our common stock, representing in the aggregate approximately 32.8% of our outstanding stock as of March 1, 2023. Mr. Panchadsaram also serves as an advisor to the Chairman of KPCB. As of March 1, 2023, Kleiner Perkins Caufield & Byers XII, LLC and KPCB XII Founders Fund, LLC, held 248,304 and 4,531 shares of our common stock, respectively, 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. 2023 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. 2023 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, 2023)

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+		—		—		—		—

SEC Form DEF 14A filed by Amyris Inc.