UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment (Amendment No.          )

Filed by the Registrant X
Filed by a Party other than the Registrant ¨
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oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
XýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under Rule 14a-12under §240.14a-12
Yield10 Bioscience, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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XYield10 Bioscience, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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ý
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oFee previously paid with preliminary materials.
oFee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)Title of each class of securities to which transaction applies:
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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5)Total fee paid:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
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December 4, 2019

yield10logoforedgarfilingsa.jpg
March 29, 2022

Dear Stockholder:
You are cordially invited to attend a special meeting (the “Specialthe 2022 Annual Meeting of Stockholders (“Annual Meeting”) of stockholders of Yield10 Bioscience, Inc. (the “Company”), to be held in a virtual format on Wednesday, May 25, 2022, at 9:0030 a.m. Eastern Timetime.
The Annual Meeting will be conducted solely via live audio webcast on January 9, 2020, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111. Directionsinternet due to the locationpublic health impact of COVID-19. Stockholders who wish to attend the Annual Meeting must pre-register at https://viewproxy.com/yield10bio/2022/. You will receive an event passcode to attend the meeting, and a virtual control number to vote if proper documentation is provided. The live audio webcast of the SpecialAnnual Meeting can be foundaccessed by stockholders on the day of the meeting at http:https://ir.yield10bio.com/investor-relations.
Details regarding the Special Meeting, the business to be conducted at the Special Meeting, and information about the Company that you should consider when you vote your shares are described in this proxy statement.viewproxy.com/yield10bio/2022/vm. You may obtain additional information about the Company from documents we file with the Securities and Exchange Commission.

At the Special Meeting, we will ask stockholders to approve:

1.A proposed amendment to the Yield10 Bioscience, Inc. Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of common stock, at a ratio of between 1-for-20 and 1-for-50 (“Proposal 1”); and

2.The potential issuance of more than 2,500,948 shares of common stock upon the conversion of shares of our Series B Convertible Preferred Stock and the exercise of warrants to purchase our common stock, all of which were issued pursuant to the Company’s private placement that closed on November 19, 2019, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (“Proposal 2”).

The Board of Directors recommends that you vote “FOR” each of these proposals.

We hope you willnot be able to attend the Special Meeting. Annual Meeting in person.
At this Annual Meeting, you will be asked (i) to elect two Class I Directors for three-year terms and (ii) to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2022. The Board of Directors unanimously recommends that you vote FOR the election of the director nominees and FOR the ratification of the appointment of RSM US LLP.
Details regarding the matters to be acted upon at this Annual Meeting appear in the accompanying proxy statement. Please give this material your careful attention.
Whether or not you plan to attend the SpecialAnnual Meeting, we urge you to complete, sign, date and mail promptly the enclosed proxy which is being solicited on behalf of the Board of Directors so that your shares will be represented at the SpecialAnnual Meeting. A return envelope which requires no postage if mailed in the United States is enclosed for that purpose. You need to vote in accordance with the instructions listed on the proxy card. If shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone. Please refer to the enclosed voting instruction form for instructions. If you attend the Specialvirtual Annual Meeting, you may vote in personat the meeting even if you have previously returned your proxy card. Your prompt cooperation will be greatly appreciated.
 Sincerely,Very truly yours,
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/s/ Oliver

OLIVER P. Peoples
Oliver P. Peoples
PEOPLES
President and Chief Executive Officer




YIELD10 BIOSCIENCE, INC.
19 Presidential Way
Woburn, Massachusetts 01801
(617) 583-1700
NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS
TIME:TO BE HELD ON MAY 25, 2022
To the Stockholders of Yield10 Bioscience, Inc.:
The 2022 Annual Meeting of Stockholders (“Annual Meeting”) of Yield10 Bioscience, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, May 25, 2022, at 9:0030 a.m., Eastern Timetime, in a virtual format, for the following purposes:
DATE: January 9, 20201.To elect two (2) Class I Directors, each to serve for a three-year term and until their successors have been duly elected and qualified or until their earlier death, resignation or removal;
PLACE: Mintz, Levin, Cohn, Ferris, Glovsky2.To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2022; and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111
PURPOSE: 3.To approve:
1.A proposed amendment to the Yield10 Bioscience, Inc. Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of common stock, at a ratio of between 1-for-20 and 1-for-50 (“Proposal 1”); and
2.The potential issuance of more than 2,500,948 shares of common stock upon the conversion of shares of our Series B Convertible Preferred Stock and the exercise of warrants to purchase our common stock, all of which were issued pursuant to the Company’s private placement that closed on November 19, 2019, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (“Proposal 2”).
WHO MAY VOTE:transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Only stockholders of record at the close of business on November 15, 2019,March 28, 2022, are entitled to notice of and to vote at the SpecialAnnual Meeting and at any adjournment or postponement thereof.
Virtual Meeting
The Annual Meeting will be a virtual meeting via live audio webcast on the Internet. Stockholders who wish to attend the Annual Meeting must pre-register at https://viewproxy.com/yield10bio/2022/ by 11:59 p.m. Eastern time, on Monday, May 23, 2022. You will receive an event passcode to attend the meeting, and a virtual control number to vote if proper documentation is provided. The live audio webcast of the Annual Meeting can be accessed by stockholders on the day of the meeting at https://viewproxy.com/yield10bio/2022/vm. You will not be able to attend the Annual Meeting in person.
We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. During the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.
Both stockholders of record and street name stockholders will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting.
Technical Difficulties during Virtual Meeting
There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 9:00 a.m., Eastern time, on May 25, 2022, (at least 15 minutes prior to the start of the meeting is recommended) the day of the meeting, so that any technical



difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937.
All stockholders are cordially invited to attend the Special Meeting in person.Annual Meeting. However, to assure your representation at the SpecialAnnual Meeting, we urge you, whether or not you plan to attend the Specialvirtual Annual Meeting, to complete, sign, date and mail promptly the enclosed proxy card, which is being solicited on behalf of the Board of Directors so that your shares will be represented at the SpecialAnnual Meeting. A return envelope which requires no postage if mailed in the United States is enclosed for that purpose. You need to vote in accordance with the instructions listed on the proxy card. If shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone. Please refer to the enclosed voting instruction form for instructions. If you attend the Specialvirtual Annual Meeting, you may vote in person even if you have previously returned your proxy card.
By Order of the Board of Directors,
 BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Lynne H.BrumLYNNE H. BRUM
Lynne H. Brum
Secretary
Woburn, Massachusetts
March 29, 2022



WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIALANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY CARD WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SO THAT YOUR SHARES WILL BE REPRESENTED AT THE SPECIALANNUAL MEETING. A RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE. YOU NEED TO VOTE IN ACCORDANCE WITH THE INSTRUCTIONS LISTED ON THE PROXY CARD. IF SHARES ARE HELD IN A BANK OR BROKERAGE ACCOUNT, YOU MAY

BE ELIGIBLE TO VOTE ELECTRONICALLY OR BY TELEPHONE. PLEASE REFER TO THE ENCLOSED VOTING INSTRUCTION FORM FOR INSTRUCTIONS.
IN ACCORDANCE WITH OUR SECURITY PROCEDURES, ALL PERSONS ATTENDING THE SPECIAL MEETING MAY BE REQUIRED TO PRESENT PICTURE IDENTIFICATION.


YIELD10 BIOSCIENCE, INC.

19 Presidential Way
Woburn, Massachusetts 01801
PROXY STATEMENT FOR THE YIELD10 BIOSCIENCE, INC.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 9, 2020
This proxy statement, along with the accompanying Notice of the Special Meeting of Stockholders, contains information about the Special Meeting of Stockholders of Yield10 Bioscience, Inc., including any adjournments or postponements thereof (the “Special Meeting”). We are holding the Special Meeting at 9:00 a.m. Eastern Time, on January 9, 2020, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111.
In this proxy statement, we refer to Yield10 Bioscience, Inc. as “Yield10,” “Yield10 Bioscience,” “the Company,” “we” and “us.”
This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the Special Meeting.

On or about December 12, 2019, we intend to begin sending this proxy statement, the attached Notice of Special Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at the Special Meeting.

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YIELD10 BIOSCIENCE, INC.

19 Presidential Way
Woburn, Massachusetts 01801

PROXY STATEMENT

For a Specialthe Annual Meeting of Stockholders
To Be Held on January 9, 2020May 25, 2022

March 29, 2022
Proxies in the form enclosed with this proxy statementProxy Statement are solicited by the Board of Directors (the “Board” or the “Board of Directors”) of Yield10 Bioscience, Inc., a Delaware corporation (“Yield10” or the “Company”), for use at the Special2022 Annual Meeting of Stockholders of Yield10 to be held in a virtual format on January 9, 2020,Wednesday, May 25, 2022, at 9:0030 a.m., Eastern Time,time, or at any adjournments or postponements thereof (the “Special“Annual Meeting”). The Annual Meeting will be a virtual meeting via live audio webcast on the Internet. Stockholders who wish to attend the Annual Meeting must pre-register at https://viewproxy.com/yield10bio/2022/ by 11:59 p.m. Eastern time, on Monday, May 23, 2022. You will receive an event passcode to attend the meeting, and a virtual control number to vote if proper documentation is provided. The live audio webcast of the Annual Meeting can be accessed by stockholders on the day of the meeting at https://viewproxy.com/yield10bio/2022/vm. You will not be able to attend the Annual Meeting in person. An Annual Report to Stockholders, containing financial statements for the fiscal year ended December 31, 2021, is being mailed together with this proxy statement to all stockholders entitled to vote at the officesAnnual Meeting. On or about April 18, 2022, we intend to begin sending this Proxy Statement and the form of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111. Directionsproxy to the locationstockholders.
The purposes of the SpecialAnnual Meeting are available at to:
1.http://ir.yield10bio.com/investor-relations.To elect two (2) Class I Directors, each to serve for a three-year term and until their successors have been duly elected and qualified or until their earlier death, resignation or removal;
The purpose2.To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the Specialyear ending December 31, 2022; and
3.Transact any such other business that may properly come before the Annual Meeting is to ask stockholders to approve:and any adjournments or postponements thereof.
1.A proposed amendment to the Yield10 Bioscience, Inc. Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split of our issued and outstanding shares of common stock, at a ratio of between 1-for-20 and 1-for-50 (“Proposal 1”); and
2.The potential issuance of more than 2,500,948 shares of our common stock upon the conversion of shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and the exercise of warrants to purchase our common stock, all of which were issued pursuant to or in connection with the Company’s private placement that closed on November 19, 2019, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (“Proposal 2”).
Only stockholders of record at the close of business on November 15, 2019March 28, 2022 (the “Record Date”) will be entitled to receive notice of and to vote at the SpecialAnnual Meeting. As of the Record Date, 12,567,5824,893,403 shares of our common stock (“Common Stock”) were issued, outstanding and entitled to vote.
VOTING AND OTHER INFORMATION

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VOTING

The holders of common stockCommon Stock are entitled to one vote per share on any proposal to be presented at the SpecialAnnual Meeting. Stockholders may vote in personat the meeting or by proxy. Stockholders may vote by proxy by completing, signing, dating and returning the accompanying proxy card in the prepaid postagepostage-prepaid envelope enclosed for that purpose in accordance with the instructions listed on the proxy card. Execution of a proxy will not in any way affect a stockholder’sstockholder's right to attend the Specialvirtual Annual Meeting and vote in person.vote.
Any proxy given pursuant to this solicitation may be revoked by the person giving it any time before the taking of the vote at the SpecialAnnual Meeting. Proxies may be revoked by (1) filing with the Secretary of Yield10, before the taking of the vote at the SpecialAnnual Meeting, a written notice of revocation bearing a later date than the proxy, (2) duly executing a later-dated proxy relating to the same shares and delivering it to the Secretary of Yield10, in accordance with the instructions listed on the proxy card, before the taking of the vote at the SpecialAnnual Meeting, (3) if shares are held in a bank or brokerage account and if eligible, by transmitting a subsequent vote over the Internet or by telephone, or (4) attending the Specialvirtual Annual Meeting and voting in personduring the meeting (although attendance at the SpecialAnnual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent to Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801, Attention: Secretary, so as to be delivered before the taking of the vote at the SpecialAnnual Meeting.

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If your shares are registered in your name with our transfer agent, American Stock Transfer, or if you have stock certificates, they will not be counted if you do not vote as described above. If your shares are held by a broker on your behalf (that is, in “street name”), you may be required to present an account statement or letter from your bank or brokerage firm showing that you are the beneficial owner of the shares as of the Record Date in order to be admittedregister to attend the SpecialAnnual Meeting. To be able to vote your shares held in street name at the SpecialAnnual Meeting, you will need to obtain a proxy from the holder of record.record and provide a copy of the proxy as part of the registration process for attending the Annual Meeting.
The persons named as attorneys-in-fact in the proxies, Oliver P. Peoples, Ph.D. and Charles B. Haaser, were selected by the Board of Directors and are officers of the Company. All properly executed proxies returned in time to be counted at the SpecialAnnual Meeting will be voted by such persons at the SpecialAnnual Meeting as stated below. When a choice has been specified on the proxy with respect to a matter, the shares represented by the proxy will be voted in accordance with the specifications. If a proxy is submitted without giving voting instructions, such shares will be votedvoted:
•FOR election of the director nominees,
•FOR the ratification of the appointment of RSM US LLP, and
•as the persons named as proxies may determine in accordancetheir discretion with respect to any other matters properly presented at the Board of Directors’ recommendation as noted below.
The Board of Directors recommends that you vote “FOR” each of Proposal 1 and Proposal 2.meeting.
The representation in personat the meeting or by proxy of at least a majority of the outstanding shares of common stockCommon Stock entitled to vote at the SpecialAnnual Meeting is necessary to constitute a quorum for the transaction of business. AbstentionsVotes withheld from the nominee, abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence of a quorum for the Special Meeting, and will count as “against”Annual Meeting. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to Proposal No. 1. They willsuch other proposal, the nominee does not have no effect with respect to Proposal No. 2.discretionary voting power and has not received instructions from the beneficial owner.
If your shares are held in street name, and you do not instruct the broker as to how to vote your shares on the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2022 (“Proposal 2,2”), the broker will not havemay exercise its discretion to vote for or against suchthis proposal. ThisIf a broker does not exercise this authority with respect to Proposal 2, this would be a “broker non-vote.” If you do not instruct the broker “non-vote”, although suchas to how to vote your shares on all other proposals described below, the broker may not exercise discretion to vote with respect to those proposals. This would also be a “broker non-vote,” and these shares will have no effectnot be counted as having been voted on the results of the vote.that proposal. Please vote your proxy so your vote can be counted.

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Proposal 1: Election of Directors.Brokers    Directors are elected by a plurality of the votes cast, at the meeting or by proxy, at the Annual Meeting. The nominees who receive the highest number of affirmative votes of the shares present or represented and voting on the election of directors at the Annual Meeting will have discretionbe elected to the Board of Directors. Proxies that are submitted and not so marked as to withhold authority to vote for or against Proposal 1. However, if a broker chooses not to exercise that discretion, such sharesthe nominee will be considered broker non-votesvoted FOR that nominee and will count as votes against the proposal.
Why is the Company seeking approval for these proposals?
Proposal 1. Reverse Stock Split. On June 25, 2019, we received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) informing us that for the prior 30 consecutive business days, the bid price of our securities had closed below $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). This notice has no immediate effect on our Nasdaq listing, and we have 180 calendar days, or until December 23, 2019, to regain compliance. As of December 3, 2019, we had not regained compliance since the closing bid price of our securities was not at least $1.00 per share for a minimum of ten consecutive business days. To cure the deficiency, we intend to conduct the reverse stock split of our common stock for which we are seeking stockholder approval in this proxy statement. On December 3, 2019, the closing price of our common stock as reported on Nasdaq was $0.15 per share.
The Board of Directors has approved the reverse stock split as a potential means of increasing the share price of our common stock, and may choose to implement it if other options are unavailable, undesirable or insufficient. Our Board of Directors believes that maintaining our listing on Nasdaq may provide a broader market for our common stock and facilitate the use of our common stock in financing and other transactions. We expect the reverse stock split, if effected, to facilitate the continuation ofbe counted toward such listing. We cannot assure you, however, that the reverse stock split, if effected, will result in an increase in the per share price of our common stock, or if it does, how long the increase would be sustained, if at all. Although the reverse stock split is designed to raise the stock price, there is no guarantee that the share price will rise proportionately to the reverse stock split, so the end result could be a loss of value.
In addition, on November 19, 2019, we completed a registered public offering (the “Public Offering”) and a concurrent private placement (the “Private Placement” and together with the Public Offering, the “Offering”), pursuant to which the Company issued and sold warrants to purchase shares of our common stock and shares of Series B convertible preferred stock, par value $0.01 per share (“Series B Preferred Stock”), which is convertible into shares of common stock, in addition to other securities. We currently have 60,000,000 authorized shares of common stock, which is not sufficient to allow the full conversion into common stock of the warrants and shares of Series B Preferred Stock issued in the Offering. Accordingly, the approval of the reverse stock split, which will result in a lower number of issued

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and outstanding shares as compared to the number of our authorized shares, is required to allow for the conversion of the Series B Preferred Stock and the exercise of the warrants issued in the Offering.
If our stockholders approve Proposal 1, the Board of Directors in its sole discretion will determine whether to effect the reverse stock split, no later than six months after the date of the Special Meeting. For more information, see “Proposal 1” contained elsewhere in this proxy statement.
Proposal 2. Private Placement Proposal. Our common stock is listed on Nasdaq, and as such we are subject to the Nasdaq listing rules. Nasdaq Marketplace Rule 5635(d) requires us to obtain stockholder approval in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by us of additional shares of common stock (or securities convertible into or exchangeable for common stock) equal to 20% or more of the common stock outstanding before the issuance, for a price that is less than the lower of (i) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement for the transaction; or (ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement for the transaction.
On November 19, 2019, we issued and sold shares of our Series B Preferred Stock, which is convertible into shares of common stock, and warrants to purchase shares of common stock to our largest shareholder, Jack W. Schuler, and related entities, each of which is an accredited investor, in a private placement (the “Private Placement”). If Proposal 2 is not approved, we will not be able to issue the full amount of shares of common stock upon conversion of the Series B Preferred Stock and exercise of the warrants sold pursuant to the Private Placement. The investors who participated in the Private Placement will be unable to convert their Series B Preferred Stock or exercise their warrants for a number of shares in excess of an aggregate of 19.99% of the shares of our common stockissued and outstanding before the Private Placement. If we are unable to fulfill our obligations to the investors under the Private Placement, it is likely that these investors and other potential investors would be unwilling to participate in any non-public capital raising efforts involving our securities in the future, which would have an unfavorable impact on our capital raising efforts. In addition, if the shares of Series B Preferred Stock remain outstanding on March 31, 2020, we will be obligated to start paying a dividend on such shares in the form of additional shares of Series B Preferred Stock. For more information, see “Proposal 2” contained later in this proxy statement.
What are the costs of soliciting these proxies?
We will pay all of the costs of soliciting these proxies. In addition, our directors and employees may solicit proxies in person or by telephone or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses. We have engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $25,000 in total.
Vote Required
Proposal 1: Reverse Stock Split. The affirmative vote of the holdersnominee's achievement of a majority of the shares of our common stock having voting power outstanding on the Record Date is required to approve the amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock. Abstentions will be treated as votes against this proposal.plurality. Brokerage firms willdo not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. However, if thatShares present at the meeting or represented by proxy where the stockholder properly withholds authority isto vote for such nominee in accordance with the proxy instructions will not exercised, any resulting broker non-votes will have the same effect asbe counted toward such nominee's achievement of a vote against this proposal.plurality.
Proposal 2. Private Placement Proposal. 2: Ratification of Independent Registered Public Accounting Firm.Pursuant to Nasdaq Marketplace Rule 5635(e), the Private Placement Proposal must be approved by a majority of the votes cast affirmatively or negatively on such proposal. Therefore, the  The affirmative vote of the holders of a majority of the shares of our common stockCommon Stock cast by the stockholders present at the meeting or represented in person or by proxy and entitled to vote on such proposal that cast a vote for, or against such proposalat the Annual Meeting is required to ratify the selection of RSM US LLP as our independent registered public accounting firm for the approval of this proposal. Abstentions will have no effect on the results of this vote.year ending December 31, 2022. Brokerage firms do not have authority to

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vote customers’ unvoted shares held by the firms in street name on this proposal. SuchAbstentions and broker non-votes will not be counted towards the vote total for this proposal and will have no effect on the results of this vote.
Other Matters. The Board knows of no other matters to be presented at the vote.Annual Meeting. If any other matter should be presented at the Annual Meeting upon which a vote properly may be taken, the affirmative vote of the majority of shares present, at the meeting or represented by proxy, and voting on that matter is required for approval and all such shares represented by proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy statement and annual report to stockholders are available for viewing, printing and downloading at https://ir.yield10bio.com/investor-relations.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        
The following table sets forth certain information with respect to theregarding beneficial ownership of our common stockthe Company’s Common Stock as of November 15, 2019 for (a) our named executive officers, (b) our directors, (c) our executive officers and directors as a group, and (d)March 23, 2022: (i) by each stockholderperson known to us to beneficially ownbe the beneficial owner of more than five percent5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares that may be acquired by an individual or group within 60 days following November 15, 2019, pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but not for the purpose of computing the percentage ownership of any other person shown in the table. Except as otherwise indicated, we believe that the stockholders named in the table have sole voting and investment power with respect to all shares shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage ownership is based on a total of 12,567,582 shares of Common Stock; (ii) by each of our common stock issueddirectors and outstanding on November 15, 2019.nominees; (iii) by each of our named executive officers; and (iv) by all of our directors and executive officers as a group. Unless otherwise noted below, the address of each person listed on the table is c/o Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801.
Beneficial OwnerShares of
Common
Stock(1)		Options
Exercisable
Within 60
Days(2)		Warrants Exercisable Within 60 Days (2)Total
Shares
Beneficially
Owned		Percentage of
Outstanding
Shares(3)
5% Stockholders:    
Jack W. Schuler(4)
28161 North Keith Drive
Lake Forest, IL 60045		895,036 — 840,429 1,735,465 30.3 %
AIGH Capital Management, LLC (5)
6006 Berkeley Avenue
Baltimore, MD 21209		349,200 — — 349,200 7.1 %
Total 5% Stockholders1,244,236 — 840,429 2,084,665 36.4 %
Directors, Nominees and Named Executive Officers:
Lynne. H. Brum(8)9,205 20,900 — 30,105 *
Oliver P. Peoples, Ph.D.(6)18,852 87,558 — 106,410 2.1 %
Kristi D. Snell, Ph.D.(9)9,664 39,137 — 48,801 1.0 %
Sherri M. Brown, Ph.D.— 8,999 — 8,999 *
Richard W. Hamilton, Ph.D.76 4,081 — 4,157 *
Anthony J. Sinskey, Sc.D.(7)11,309 15,013 — 26,322 *
Robert L. Van Nostrand282 11,334 — 11,616 *
All directors and executive officers as a group (8 persons)(10)60,890 207,936 — 268,826 5.3 %

*    Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock.
(1)Beneficial ownership, as such term is used herein, is determined in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, and includes voting and/or investment power with respect to shares of Common Stock. Unless otherwise indicated, the named person possesses sole voting and investment power with respect to the shares.
(2)Consists of shares of Common Stock subject to stock options and warrants held by the person that are currently vested or will vest within 60 days after March 23, 2022.
(3)Percentages of ownership are based upon 4,893,403 shares of Common Stock issued and outstanding as of March 23, 2022. Shares of Common Stock that may be acquired pursuant to options and warrants that are vested and exercisable within 60 days after March 23, 2022, are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for the percentage ownership of any other person.
(4)The reported securities consist of 861,016 shares of Common Stock and 840,429 shares of Common Stock underlying the warrants owned by the JWS Living Trust, 33,999 shares of Common Stock owned by the Schuler Family Foundation, and 21 shares of Common Stock owned by the Renate Schuler Trust. Mr. Schuler has sole voting and investment power over the shares issued to the JWS Living Trust, the Schuler Family Foundation and Renate Schuler Trust. Beneficial ownership information for Mr. Schuler has been derived from his historical SEC filings.
(5)Beneficial ownership information for AIGH Capital Management, LLC, has been derived from a Schedule 13G filed with the SEC on February 11, 2022.
(6)Includes 4,987 shares held for Dr. Peoples in the Company's 401(k) plan.
(7)Includes 20 shares owned by the estate of Dr. Sinskey's spouse and 4 shares owned by a trust over which Dr. Sinskey may be deemed to share voting and investment power. Dr. Sinskey disclaims beneficial ownership of such shares.
(8)Includes 4,880 shares held for Ms. Brum in the Company's 401(k) plan.
(9)Includes 5,210 shares held for Dr. Snell in the Company's 401(k) plan.
(10)Includes Charles B. Haaser, who is an executive officer but not a named executive officer. Also includes a total of 5,004 shares held for Mr. Haaser in the Company's 401(k) plan.

4
CategoryBeneficial OwnerShares of common stock (1)Options Exercisable Within 60 Days (2)Warrants Exercisable Within 60 Days (2)Total Shares Beneficially OwnedPercentage of Outstanding Shares (3)
5% Stockholders


Jack W. Schuler (4)
100 N. Field Drive
Suite 360
Lake Forest, IL 60045
3,804,885—
2,067,136
5,872,02140.1%
        
Directors and Named Executive Officers





Lynne H. Brum (5)31,52096,583
—
128,1031.0%
Oliver P. Peoples (6)91,752326,875
—
418,6273.2%
Kristi Snell (7)28,022181,834
—
209,8561.6%
Richard Hamilton3,04126,431
—
29,4720.2%
Peter Kellogg5,30237,333
—
42,6350.3%
Joseph Shaulson (8)35,295169,030
—
204,3251.6%
Anthony J. Sinskey (9)12,37247,218
—
59,5900.5%
Robert L Van Nostrand11,29367,492
—
78,7850.6%
All directors and executive officers as a group (9 persons)(10)




243,5901,050,048
—
1,293,6389.5%



PROPOSAL 1

ELECTION OF DIRECTORS
Nominees
The Company's Board of Directors currently consists of five (5) members. The Company's amended and restated certificate of incorporation divides the Board of Directors into three classes. One class is elected each year for a term of three years and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Robert L. Van Nostrand and Sherri M. Brown, Ph.D., and recommends that they be elected to the Board of Directors as Class I Directors, to hold office until the annual meeting of stockholders to be held in the year 2025 and until their successors have been duly elected and qualified or until their earlier death, resignation or removal. The nominees are Class I Directors, whose terms expire at this Annual Meeting. The Board of Directors is also composed of (i) one Class II Director (Oliver P. Peoples, Ph.D.), whose term expires at the annual meeting of stockholders to be held in 2023 and (ii) two Class III Directors (Anthony J. Sinskey, Sc.D. and Richard W. Hamilton, Ph.D.), whose terms expire in 2024. Mr. Van Nostrand serves as the Chairman of the Board of Directors.
The Board of Directors knows of no reason why the nominees would be unable or unwilling to serve, but if a nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of director as the Board of Directors may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.
Recommendation of the Board
The Board of Directors unanimously recommends that you vote “FOR” the nominees listed below.
The following table sets forth the nominees to be elected at the Annual Meeting and the continuing directors, the year each such nominee or director was first elected a director, the positions with the Company currently held by each such nominee or director, the year each nominee's or continuing director's current term will expire, and each nominee's and continuing director's current class:
Nominee's or Director's Name Year
First
Became
Director		 Position(s) with the Company Year
Current
Term Will
Expire		 Current
Director
Class
Nominees for Class I Directors:       
Robert L. Van Nostrand2006Chairman of the Board Director2025I
Sherri M. Brown, Ph.D.2020Director2025I
Continuing Directors:       
Oliver P. Peoples, Ph.D.1992President and Chief Executive Officer; Director2023II
Anthony J. Sinskey, Sc.D1992Director2024III
Richard W. Hamilton, Ph.D.2017Director2024III

DIRECTORS AND EXECUTIVE OFFICERS
The Company's executive officers are appointed on an annual basis by, and serve at the discretion of the Board. Each executive officer is a full-time employee of Yield10. The following table sets forth the directors and executive officers of the Company, their ages, and the positions currently held by each such person with the Company as of the date of this proxy statement:
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5


(1)NameBeneficial ownership, as such term is used herein, is determined in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, and includes voting and/or investment power with respect to shares of our common stock. Unless otherwise indicated, the named person possesses sole voting and investment power with respect to the shares.AgePosition
(2)Oliver P. Peoples, Ph.D. Consists of shares of common stock subject to stock options and warrants held by the person that are currently vested or will vest within 60 days after November 15, 2019.
(3)Percentages of ownership are based upon 12,567,582 shares of common stock issued and outstanding as of November 15, 2019. Shares of common stock that may be acquired pursuant to options and warrants that are vested and exercisable within 60 days after November 15, 2019, are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for the percentage ownership of any other person.
(4)64The reported securities consist of 2,838,128 shares of common stock and 2,067,136 shares of common stock underlying the warrants owned by the JWS Living Trust, 965,914 shares of common stock owned by the Schuler Family Foundation, and 843 shares of common stock owned by the Renate Schuler Trust. Mr. Schuler has sole voting and investment power over the shares issued to the JWS Living Trust, the Schuler Family Foundation and Renate Schuler Trust. Beneficial ownership information for Mr. Schuler has been derived from his historical SEC filings.
(5)Includes 23,991 shares held for Ms. Brum in the Company’s 401(k) plan.
(6)Includes 24,124 shares held for Dr. Peoples in the Company’s 401(k) plan.
(7)Includes 23,433 shares held for Dr. Snell in the Company’s 401(k) plan.
(8)Includes 1,470 shares held for Mr. Shaulson in the Company’s 401(k) plan.
(9)Includes 822 shares owned by Dr. Sinskey’s spouse and 166 shares owned by a trust over which Dr. Sinskey may be deemed to share voting and investment power. Dr. Sinskey disclaims beneficial ownership of such shares.
(10)Includes a total of 95,735 shares held for current executive officers and Mr. Shaulson, our former President and Chief Executive Officer, inDirector
Sherri M. Brown, Ph.D.(4)61Director
Richard W. Hamilton, Ph.D.(1)(2)(3)(4)59Director
Anthony J. Sinskey, Sc.D.(1)(2)(3)(4)81Director
Robert L. Van Nostrand(1)(2)64Chairman of the Company’s 401(k) plan.Board, Director
Lynne H. Brum58Vice President, Planning and Corporate Communications
Charles B. Haaser66Vice President, Finance, Chief Accounting
Officer and Treasurer
Kristi D. Snell, Ph.D. 54Vice President, Research and Chief Science
Officer


(1)Member of the Audit Committee
(2)Member of the Compensation Committee
(3)Member of the Nominating and Corporate Governance Committee
(4)Member of the Science and Technology Committee
Board Diversity Table (as of March 23, 2022)
Total Number of Directors:
5
FemaleMaleNon-BinaryDid Not Disclose Gender
Gender:
Directors14——
Number of Directors Who Identify in Any of the Categories Below:
African American or Black————
Alaskan Native or Native American————
Asian (other than South Asian)————
South Asian————
Hispanic or Latinx————
Native Hawaiian or Pacific Islander————
White14——
Two or More Races or Ethnicities————
LGBTQ+—
Persons with Disabilities—
BIOGRAPHICAL INFORMATION
Oliver P. Peoples, Ph.D., has served as our President and Chief Executive Officer since October 2016. He was co-founder of Yield10. He served as our Chief Scientific Officer starting in January 2000 and was previously our Vice President of Research and Development. Dr. Peoples has served as a Director since June 1992. Before founding the Company, Dr. Peoples was a research scientist with the Department of Biology at MIT. The research carried out by Dr. Peoples at MIT established the fundamental tools and methods for engineering bacteria and plants to produce polyhydroxyalkanoates. Dr. Peoples received a Ph.D. in Molecular Biology from the University of Aberdeen, Scotland. The Board believes that Dr. Peoples provides important technical and scientific understanding to the Board's analysis of Company strategy. As Chief Executive Officer and a founder of the Company, Dr. Peoples has unique information related to the Company's research and technology and has led and directed many of its scientific research and development programs. Dr. Peoples also contributes to the Board's understanding of the intellectual property aspects of the Company's technology platforms.
7


6



PROPOSAL 1

REVERSE STOCK SPLIT

(Notice Item 1)

GeneralSherri M. Brown, Ph.D., joined Yield10 as a Director in February 2020 and serves as Chair of the Science and Technology Committee. Dr. Brown previously served as a Special Commercial and Technical Advisor to the Company since December 2018. From July 2017 to June 2021, Dr. Brown served as a managing director of The Yield Lab, a global agrifood tech accelerator based in St. Louis. She previously served in several leadership positions involving the development and global commercialization of new products including biotechnology traits for canola, soybean and corn at Monsanto Company for 28 years. She served as Vice President, Science Strategy at Monsanto from 2014 to 2017. Prior to that, she was Vice President, Global Commercial Technology/Product Development, from 2008 to 2014, where she was responsible for evaluating and launching the seed and trait pipeline, including eight new biotech traits. In addition, she was Vice President, Technology, Global Corn Business (1999-2004) and Vice President, Technology, Oilseeds Business team (1998-1999). Dr. Brown serves on the board of Solasta Bio. Dr. Brown earned a Ph.D. at Indiana University, Bloomington, IN with a major in Genetics/Molecular, Cellular and Developmental Biology. She earned a B.S. at Hope College, Holland, MI with a double major in Biology and Chemistry. The Board has concluded that Dr. Brown should serve as a Director because of the depth of her experience and expertise in agricultural product research and development.
AtRichard W. Hamilton, Ph.D., joined Yield10 as a Director in March 2017 and serves as Chairman of the Special MeetingNominating and Corporate Governance Committee. Since June 2017, he has served as Chief Executive Officer and as a member of stockholders, holdersthe board of directors at Prosper DNA, Inc., a genetic testing company, and since June 2019, he has served as a partner at WestCap. From 2002 to 2016, Dr. Hamilton served as Chief Executive Officer and as a member of the board of directors at Ceres, Inc., after previously serving as Ceres’ Chief Financial Officer from 1998 to 2002. In addition to his leadership role at Ceres, Dr. Hamilton has served on the Keck Graduate Institute Advisory Council and was a founding member of the Council for Sustainable Biomass Production. He has served on the U.S. Department of Energy's Biomass Research and Development Technical Advisory Committee and has been active in the Biotechnology Industry Organization, where he has served as Vice Chairman of the organization, chaired its Food and Agriculture Governing Board and served in other leadership roles. From 1992 to 1997, Dr. Hamilton was a Principal at Oxford Bioscience Partners, and from 1993 to 1996, he was an Associate at Boston-based MVP Ventures. From 1990 to 1991, Dr. Hamilton was a Howard Hughes Medical Institute Research Fellow at Harvard Medical School. Dr. Hamilton received a B.S. in biology from St. Lawrence University and holds a Ph.D. in molecular biology from Vanderbilt University. The Board believes that Dr. Hamilton brings extensive management, agricultural biotechnology and financial experience that will contribute to his role on the Board and as Chairman of our common stock are being asked to approveNominating and Corporate Governance Committee. He also serves as an important resource on the amendment to our AmendedAudit Committee.
Anthony J. Sinskey, Sc.D.,has served as a Director since June 1992, was a co-founder of Yield10, and Restated Certificate of Incorporation,serves as amended (the “Certificate of Incorporation”) to effect a reverse stock splitChairman of the issuedCompensation Committee. From 1966 to present, Dr. Sinskey has been on the faculty of MIT. Currently at MIT, he serves as Professor of Microbiology in the Department of Biology, as well as faculty director of the Center for Biomedical Innovation. Dr. Sinskey was a co-founder and outstanding sharesserved on the board of common stock (such splitdirectors of Merrimack Pharmaceuticals, Inc. from 1999 until January 2015, and currently serves on the boards of Phenoleais USA, LLC, ABEC, Inc., Akeso Biopharma Co., Ltd., and Sweegen, Inc.. Dr. Sinskey received a B.S. from the University of Illinois and a Sc.D. from MIT. The Board believes that as a faculty member of an academic institution with significant research activity in areas related to combinethe Company's own research, Dr. Sinskey contributes to the Board his scientific knowledge and his awareness of new developments in these fields. Dr. Sinskey's involvement with other start-up and developing enterprises also makes him a valuable Board member.
Robert L. Van Nostrand is a consultant who has served as Chairman of the Board since October 2013 and as a Director since October 2006. From January 2010 to July 2010, he was Executive Vice President and Chief Financial Officer of Aureon Laboratories, Inc. From July 2007 until September 2008, Mr. Van Nostrand served as Executive Vice President and Chief Financial Officer of AGI Dermatics, Inc. Mr. Van Nostrand was with OSI Pharmaceuticals, Inc. from 1986 to 2007, serving as Senior Vice President and Chief Compliance Officer from May 2005 until July 2007, and as the Vice President and Chief Financial Officer from 1996 through 2005. Prior to joining OSI, Mr. Van Nostrand was in a managerial position with Touche Ross & Co. (currently Deloitte). Mr. Van Nostrand serves on the board of directors and is Chairman of the audit committee of Intra-Cellular Therapies, Inc. (since January 2014), serves on the boards of directors of Enumeral Biomedical, Inc. (since December 2014) and the Biomedical Research Alliance of New York (BRANY) (since 2011), and served on the board of directors and as

7


Chairman of the audit committee of Apex Bioventures, Inc. from 2006 to 2009. Mr. Van Nostrand received a B.S. in Accounting from Long Island University, New York, completed advanced management studies at the Wharton School, and he is a Certified Public Accountant. The Board believes that the Company is very fortunate to have Mr. Van Nostrand serve as a director and as Chairman of our Audit Committee because of the depth of his experience and expertise in financial reporting and corporate compliance, as well as his operational experience.
Lynne H. Brum has served as Vice President, Planning and Communications since October 2016. She joined the Company in November 2011 as Vice President, Marketing and Corporate Communications. Prior to joining the Company, in 2010 to 2011 she was a communications consultant and served in various roles including as a freelance project director for Seidler Bernstein Inc. Ms. Brum served from 2007 to 2009 as an Executive Vice President at Porter Novelli Life Sciences, a subsidiary of global PR firm, Porter Novelli International. Prior to that, Ms. Brum was responsible for corporate communications, investor relations and brand management for Vertex Pharmaceuticals, Inc. from 1994 to 2007 in various positions, including Vice President of Strategic Communications. Ms. Brum was also a vice president at Feinstein Kean Healthcare and was part of the communications team at Biogen, Inc. Ms. Brum holds a bachelor's degree in biological sciences from Wellesley College and a master's degree in business administration from Simmons College's School of Management.
Charles B. Haaser has served as the Company's Vice President, Finance, Chief Accounting Officer and Treasurer since October 2016 after having served as Chief Accounting Officer and Treasurer since November 2014, and its Corporate Controller since 2008. Mr. Haaser has more than thirty-five years of experience in accounting and finance, primarily working for publicly traded U.S. companies. Before joining Yield10, Mr. Haaser was the Corporate Controller of Indevus Pharmaceuticals, Inc. from 2006 to 2008. He was the Corporate Controller and Principal Accounting Officer at ABIOMED, Inc. from 1998 to 2006 and additionally served as ABIOMED's Chief Financial Officer from 2003 to 2006. From 1997 to 1998 Mr. Haaser was Controller for Technical Communications Corporation and from 1986 to 1997 was the Director of Finance at ISI Systems, Inc. From 1984 to 1986 Mr. Haaser was an auditor in the commercial audit division of Price Waterhouse LLP (now PricewaterhouseCoopers LLP) and from 1978 to 1982, he served on active duty in the United States Navy as a commissioned officer. Mr. Haaser received a bachelor's degree in business administration (finance) from the University of Notre Dame, an MBA from Northeastern University and a Masters of Science in Taxation from Bentley University. Mr. Haaser became a Certified Public Accountant in 1997.
Kristi D. Snell, Ph.D. was named Vice President of Research and Chief Science Officer in October 2016 in conjunction with the transition to Yield10 as the Company’s core business. Dr. Snell joined the Company in 1997 and she has led the plant science research program since its inception. She has held a number of outstanding sharespositions with the Company, including Vice President, Research and Biotechnology from July 2013 until October 2016 and President of our common stock between twenty (20)Metabolix Oilseeds, the Company's wholly owned Canadian subsidiary, from April 2014 to present. Dr. Snell has more than 20 years of relevant experience and fifty (50), such number consistingis an industry recognized expert in metabolic engineering of only whole shares, into one (1) shareplants and microbes for the production of common stock). The full textnovel products and increased plant yield. Dr. Snell received a Bachelor of Science degree in Chemistry from the proposed amendmentUniversity of Michigan, and a Ph.D. in Organic Chemistry from Purdue University where she worked on metabolic engineering strategies to our Certificate of Incorporation is attachedincrease carbon flow to this proxy statement as Appendix B.industrial products. Dr. Snell conducted her post-doctoral research at MIT in biochemistry and metabolic engineering.
If approved by the stockholders, the reverse stock split would become effective at a time, and at a ratio, to be designated by
CORPORATE GOVERNANCE AND BOARD MATTERS
Independence of Members of the Board of Directors.Directors
 The Board of Directors may effect only one reverse stock split as a resulthas determined that each of this authorization. The Boardthe Company's non-employee directors (Dr. Brown, Dr. Hamilton, Dr. Sinskey, and Mr. Van Nostrand) is independent within the meaning of Directors’ decision as to when to effect the reverse stock split will be based on a number of factors, including market conditions, existing and expected trading prices for our common stock, the continued listing requirementsdirector independence standards of The Nasdaq CapitalStock Market LLC. (“Nasdaq”) and the termsSecurities and Exchange Commission (“SEC”), including rules under the Securities Exchange Act of the Series B Preferred Stock, and in particular the increasing dividend the Company would have to pay on the Series B Preferred Stock if the Company does not implement a reverse stock split. Even if the stockholders approve the reverse stock split, we reserve the right not to effect the reverse stock split if1934, as amended (the “Exchange Act”). Furthermore, the Board of Directors does not deem it to be inhas determined that each member of each of the best interestsAudit, Compensation, Nominating and Corporate Governance and Science and Technology committees of us and our stockholders to effect the reverse stock split. The reverse stock split, if authorized pursuant to this resolution and if deemed by the Board of Directors to be inis independent within the best interests of us and our stockholders, will be effected at a time that is not later than six months after the datemeaning of the Special Meeting.
The actions taken in connection withdirector independence standards of Nasdaq and the reverse stock split will reduce the number of outstanding shares of our common stock, but the number of total authorized shares under the Company’s Certificate of Incorporation will remain at 60,000,000 authorized shares. As of November 25, 2019, 31,272,582 shares of our common stock were issuedSEC, and outstanding. Assuming a 1-for-20 reverse stock split is effected, there will be approximately 9,735,038 shares outstanding or reserved for future issuance, 1,437,500 of which will be reserved for conversionthat each member of the Series B Preferred Stock and 5,750,000 of which will be reservedAudit Committee meets the heightened director independence standards for exerciseaudit committee members as required by the SEC.

8


  At least annually, a committee of the warrants issuedBoard of Directors evaluates all relationships between the Company and each director in light of relevant facts and circumstances for the Offering. Assumingpurpose of determining whether a 1-for-50 reverse stock split is effected, there will be approximately 3,894,015 shares outstandingmaterial relationship exists that might signal a potential conflict of interest or reserved for future issuance, 575,000 of which will be reserved for conversion of the Series B Preferred Stock and 2,300,000 of which will be reserved for exercise of the warrants issued in the Offering.otherwise interfere with such director's ability to satisfy his responsibilities as an independent director.
PurposeExecutive Sessions
The Board of Directors generally holds executive sessions of the independent directors following regularly scheduled in-person meetings of the Board of Directors, at least four times a year. Executive sessions do not include any employee directors of the Company.
Board Leadership Structure
Robert L. Van Nostrand serves as our non-executive Chairman of the Board. Since March 2008, we have maintained a leadership structure with the non-executive Chairman separate from the Chief Executive Officer, although the Board of Directors has approvedno formal policy with respect to the proposal authorizing the reverse stock split for the following reasons:
theseparation of such offices. Our Board of Directors believes that effectinghaving separate offices of the reverse stock split may be an effective means of regaining compliance withChairman and Chief Executive Officer currently functions well and is the bid price requirementappropriate leadership structure for the continued listing of our common stock on Nasdaq;
Company. While the Board of Directors believes that it ismay combine these offices in the best interests of the Companyfuture if it considers such a combination to allow for the conversion of the Series B Preferred Stock and the exercise of the warrants issued in the Offering, and to thereby avoid the requirement to pay a dividend on the Series B Preferred Stock if those shares remain outstanding as of March 31, 2020;
the Board of Directors believes that it isbe in the best interest of the Company, it currently intends to haveretain this structure. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management.
The Board of Directors' Role in Risk Oversight
The risk oversight function of the Board is carried out by both the Board and its committees. The full Board (or the appropriate Board committee in the case of risks that are under the purview of a numberparticular committee) discusses with management our major risk exposures, their potential impact on our Company, and the steps we take to manage them. The Board regularly reviews information regarding our liquidity and operations, as well as the risks associated with each, and oversees management of shares available for issuance in future financingsrisks associated with environmental, health and forsafety, and other purposes, althoughcompliance matters. Our Board has been highly engaged with management to assess the Company does not currently have anyimpact of COVID-19 and the Company’s response and plans, including risks associated with the safety of the Company’s employees. Our Audit Committee meets periodically with management to discuss our major financial, operating and cybersecurity risk exposures and the steps, guidelines and policies taken or proposalsimplemented relating to any future issuances;risk assessment and risk management. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest and our Science and Technology Committee provides oversight and guidance related to our risks associated with scientific research, including the establishment of program goals and strategy, regulatory compliance and product development and commercialization activities of Yield10.

Compensation Risk Assessment

The Compensation Committee believes that our employee compensation policies and practices are not structured to be reasonably likely to present a material adverse risk to the Company. We believe we have allocated our compensation among base salary and short- and long-term incentive compensation opportunities in such a way as to not encourage excessive or inappropriate risk-taking by our executives and other employees. We also believe our approach to goal setting and evaluation of performance results reduce the likelihood of excessive risk-taking that could harm our value or reward poor judgment.
8Policies Governing Director Nominations


Director Qualifications

The Nominating and Corporate Governance Committee of the Board of Directors believes that a higher stock price may help generate investor interestis responsible for reviewing, from time to time, the appropriate qualities, skills and characteristics desired of members of the Board of

9


Directors in us, including interest among institutional investors.
If the reverse stock split successfully increasescontext of the per share pricecurrent make-up of our common stock and facilitates the continued listing of our common stock on Nasdaq, as to which no assurance can be given, the Board of Directors believes this increase may facilitate future financings, enhance our abilityand selecting or recommending to transact with our securities and increase the interest of third parties with whom we may be negotiating for purposes of evaluating potential strategic alternatives.
Nasdaq Requirements for Continued Listing
Our common stock is listed on Nasdaq under the symbol “YTEN.” One of the requirements for continued listing on Nasdaq is maintenance of a minimum closing bid price of $1.00 per share. On December 3, 2019, the closing market price per share of our common stock was $0.15, as reported by Nasdaq.
On June 25, 2019, we received a notification letter from Nasdaq informing us that for the last 30 consecutive business days, the bid price of our securities had closed below $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). This notice has no immediate effect on our Nasdaq listing and we have 180 calendar days, or until December 23, 2019, to regain compliance with this requirement, which deadline may be extended for another 180 calendar day period if approved by Nasdaq. As of December 3, 2019, we had not regained compliance with this listing requirement, since the closing bid price of our securities had not been at least $1.00 per share for a minimum of ten consecutive business days. To cure the deficiency, we intend to conduct the reverse stock split of our common stock for which we are seeking stockholder approval in this proxy statement.
Even after we implement the reverse stock split for which we are seeking approval, we cannot assure you that our share price will comply with the requirements for continued listing of our common stock on Nasdaq in the future or that we will comply with the other continued listing requirements. If our common stock is delisted from Nasdaq, our common stock would likely trade in the over-the-counter market. 
If our shares were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, and transactions could be delayed. In addition, in the event our common stock is delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our common stock, further limiting the liquidity of our common stock. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock.
Such delisting from Nasdaq and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing, and could significantly increase the ownership dilution to stockholders caused by our issuing equity in financing or other transactions.
In light of the factors mentioned above, our Board of Directors approved the reverse stock split as a potential means of increasing the share price of our common stock above $1.00 per share and of maintaining the share price of our common stock above $1.00 per share in compliance with Nasdaq requirements.
Registered Public Offering and Concurrent Private Placement
On November 19, 2019, we completed a registered public offering (the “Public Offering”) pursuant to which we sold (a) 12,480,000 Class A Units, with each Class A Unit consisting of one share of our common stock, a warrant to purchase one share of common stock, which expires two and one half years after the date of issuance (a “Series A Warrant”), and a warrant to purchase one share of common stock, which expires seven and one half years after the date of issuance (a “Series B Warrant”); and (ii) 2,504 Class B Units, with each Class B Unit consisting of one share of the Company’s Series A convertible preferred stock, par value $0.01 per share, Series A Warrants to purchase 5,000 shares of common stock, and Series B warrants to purchase 5,000 shares of common stock. In addition, we issued 3,750,000 shares of common stock, 3,750,000 Series A Warrants and 3,750,000 Series B Warrants to the underwriter pursuant to the overallotment option granted to the underwriter which was exercised in full. We offered the Class A Units and Class B Units pursuant to a registration statement on Form S-1 (File No. 333-233683), as amended. Concurrently with the Public Offering, we also sold 5,750 shares of Series B convertible preferred stock, par value $0.01 per share (“Series

9



B Preferred Stock”), Series A Warrants to purchase 28,750,000 shares of common stock, and Series B Warrants to purchase 28,750,000 shares of common stock to certain investors (the “Investors”) pursuant to an unregistered private placement (the “Private Placement” and together with the Public Offering, the “Offering”).
As of November 25, 2019, 31,272,582 shares of our common stock were issued and outstanding and approximately an additional 9,514,071 shares were reserved for issuance upon the exercise of outstanding warrants and options granted under our various stock-based plans. We do not currently have a sufficient number of authorized shares of common stock to allow for (i) the conversion of the Series B Preferred Stock into common stock or (ii) the full exercise of the warrants issued in the Offering. The approval of the reverse stock split is required in order to allow the exercise of the warrants issued in the Offering and the conversion of the Series B Preferred Stock. The investors in the Offering may lose the value of their warrants, and we would lose the cash proceeds from the exercise of the warrants, if this Proposal 1 is not approved. Further, if we cannot make sufficient shares of common stock available for the full conversion of the Series B Preferred Stock prior to March 31, 2020, shares of the Series B Preferred Stock will be entitled to receive cumulative quarterly dividends payable in additional shares of Series B Preferred Stock, at the initial quarterly rate of 2% of the stated value of those shares, subject to a quarterly increase of 2%.
Assuming a 1-for-20 reverse stock split is effected, there will be approximately 9,735,038 shares outstanding or reserved for future issuance, 1,437,500 of which will be reserved for conversion of the Series B Preferred Stock and 5,750,000 of which will be reserved for exercise of the warrants issued in the Offering. Assuming a 1-for-50 reverse stock split is effected, there will be approximately 3,894,015 shares outstanding or reserved for future issuance, 575,000 of which will be reserved for conversion of the Series B Preferred Stock and 2,300,000 of which will be reserved for exercise of the warrants issued in the Offering. The issuance of shares of common stock upon conversion of the Series B Preferred Stock and exercise of the warrants will have a dilutive effect on our stockholders.
Potential Increased Investor Interest
In approving the proposal authorizing the reverse stock split, the Board of Directors, considered that our common stock may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions,nominees for election as a percentageDirectors. This assessment includes consideration of the total transaction, tend tofollowing minimum qualifications set forth in our Corporate Governance Guidelines that can be higher for such stocks. Moreover,found in the analystscorporate governance section of our website at many brokerage firms do not monitor the trading activityhttps://ir.yield10bio.com/corporate-governance:
•The director shall have experience at a strategic or otherwise provide coverage of lower priced stocks.
There are risks associated with the reverse stock split, including that the reverse stock split may not resultpolicymaking level in a sustained increasebusiness, government, non-profit or academic organization of high standing.
•The director shall be highly accomplished in his or her respective field, with superior credentials and recognition.
•The director shall be well regarded in the per share price of our common stock.community and shall have a long-term reputation for high ethical and moral standards.
We cannot predict whether the reverse stock split will increase the market price for our common stock on a sustained basis. •The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:
the market price per share of our common stock after the reverse stock split will rise in proportiondirector shall have sufficient time and availability to devote to the reductionaffairs of the Company, particularly in light of the number of sharesboards on which the nominee may serve.
•To the extent such director serves or has previously served on other boards, the director shall have a demonstrated history of our common stock outstanding before the reverse stock split;
the reverse stock split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks;
our ability to conduct future financings will be enhanced; and
the market price per share will either exceed or remain in excess of the $1.00 minimum bid price as required by Nasdaq, or that we will otherwise meet the requirements of Nasdaq for continued listing inclusion for trading on Nasdaq.actively contributing at board meetings.
The market priceNominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating director nominees, such as:
•An understanding of our common stock will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. If the reverse stock split is effected and the market price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occurexperience in the absencebiotechnology, chemicals or agricultural industries;
•An understanding of a reverse stock split. Furthermore, the liquidity of ourand experience in accounting oversight, governance, finance, marketing or regulatory affairs; and

•Leadership experience with public companies or other significant organizations.
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common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.
Principal Effects of the Reverse Stock Split
If the stockholders approve the proposal to authorize the Board of Directors to implement the reverse stock splitThese factors and the Board of Directors implements the reverse stock split, we will amend our Certificate of Incorporation by adding the following after the end of the first paragraph of Article IV:
[“Upon effectiveness of this Certificate of Amendment (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Timeothers are reclassified into a smaller number of shares such that each [ ] shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued as a result of the reverse stock split. Instead, any stockholder who would otherwise be entitled to a fractional share of our Common Stock as a result of the reclassification shall be entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of our Common Stock multiplied by the closing trading price of our Common Stock on the trading day immediately preceding the effective date of the reverse stock split. Notwithstanding the foregoing, the Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the reverse stock split or cash in lieu of fractional shares, if any, unless and until the certificates evidencing the shares held by a holder prior to the reverse stock split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive a cash payment in lieu of a fractional share of Common Stock), provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (including the right to receive a cash payment in lieu of a fractional share of Common Stock).”]
The reverse stock split will be effected simultaneously for all issued and outstanding shares of common stock, and the exchange ratio will be the same for all issued and outstanding shares of common stock. The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that cash payments are made in lieu of fractional shares. Common stock issued pursuant to the reverse stock split will remain fully paid and nonassessable. The reverse stock split will not affect the Company continuing to be subject to the periodic reporting requirements of the Exchange Act. Following the reverse stock split, our common stock will continue to be listed on Nasdaq, under the symbol “YTEN,” although it would receive a new CUSIP number.
By approving this amendment, stockholders will approve the combination of any whole number of shares of common stock between and including twenty (20) and fifty (50) into one (1) share. The certificate of amendment to be filed with the Secretary of State of the State of Delaware will include only that number determinedconsidered useful by the Board of Directors to beand are reviewed in the best interestscontext of an assessment of the Companyperceived needs of the Board of Directors at a particular point in time. While the Board does not have a formal diversity policy, the Nominating and its stockholders. Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, and backgrounds.
Process for Identifying and Evaluating Director Nominees
The Board of Directors will not implement any amendment providingis responsible for a different split ratio.
Procedureselecting and nominating candidates for Effecting Reverse Stock Splitelection as directors but delegates the selection and Exchange of Stock Certificates
Ifnomination process to the certificate of amendment is approved by our stockholders,Nominating and if at such time the Board of Directors still believes that a reverse stock split is in the best interests of the Company and its stockholders, the Board of Directors

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will determine the ratio of the reverse stock split to be implemented. We will file the certificate of amendmentCorporate Governance Committee, with the Secretary of State of the State of Delaware at such time as the Board of Directors has determined the appropriate effective time for the reverse stock split. The Board of Directors may delay effecting the reverse stock split, if at all, until a timeexpectation that is not later than six months from the date of the Special Meeting, without re-soliciting stockholder approval. The reverse stock split will become effective on the date of filing of the certificate of amendment with the Secretary of State of the State of Delaware. Beginning on the effective date of the split, each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares. 
Book-Entry Shares
If the reverse stock split is effected, stockholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical stock certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the reverse stock split. Stockholders who hold uncertificated shares as direct owners will be sent a statement of holding from our transfer agent that indicates the number of post-reverse stock split shares of our common stock owned in book-entry form.
Certificated Shares
As soon as practicable after the effective date of the split, our stockholders will be notified that the reverse stock split has been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional Shares
No fractional shares will be issued in connection with the reverse stock split. Stockholders of record on the effective date of the split who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be exchanged, will in lieu of a fractional share, be entitled upon surrender to the exchange agent of certificates representing such pre-split shares, if any, to receive payment in cash in lieu of any such resulting fractional shares of common stock as the post-reverse split amounts of common stock will be rounded down to the nearest full share. Such cash payment in lieu of a fractional share of common stock will be calculated by multiplying such fractional interest in one share of common stock by the closing trading price of our common stock on the trading day immediately preceding the effective date of the reverse stock split, and rounded to the nearest cent. No fractional shares will be issued in connection with the reverse stock split.
Accounting Matters
The reverse stock split will not affect the common stock capital account on our balance sheet. However, because the par value of our common stock will remain unchanged on the effective date of the split, the components that make up the common stock capital account will change by offsetting amounts. The stated capital component will be reduced, and the additional paid-in capital component will be increased with the amount by which the stated capital is reduced. The per share net loss and net book value of our common stock will be increased because there will be fewer weighted average shares of common stock outstanding. Prior periods’ common stock and additional paid-in capital balances and net loss per share amounts will be restated to reflect the reverse stock split.

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Effect on Par Value
The proposed amendment to our Certificate of Incorporation will not affect the par value of our common stock, which will remain at $0.01 per share.
No "Going Private Transaction"
Notwithstanding the anticipated decrease in the number of outstanding shares following the proposed reverse stock split, if effected, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 under the Exchange Act. 
Potential Anti-Takeover Effect
Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the compositionmembers of the Board of Directors or contemplating a tender offermembers of management will be requested to take part in the process as appropriate.
Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other transactionadvisers, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, background checks, or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee discusses and evaluates the qualities and skills of each candidate, taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the combinationBoard's approval as director nominees for election to the Board. The Nominating and Corporate Governance Committee also recommends candidates for the Board's appointment to the committees of the Board.


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Procedures for Recommendation of Nominees by Stockholders
The Nominating and Corporate Governance Committee will consider director candidates who are recommended by the stockholders of the Company. Stockholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director candidates, shall follow the procedures set forth in the Company's Corporate Governance Guidelines found on our website at http://ir.yield10bio.com/corporate-governance. The Nominating and Corporate Governance Committee must receive any such recommendation for nomination not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting.
Such recommendation for nomination must be in writing and include the following:
•Name and address of the stockholder making the recommendation, as they appear on the Company's books and records, and of such record holder's beneficial owner;
•Number of shares of capital stock of the Company with another company),that are owned beneficially and held of record by such stockholder and such beneficial owner;
•Name and address of the reverse stock split proposal is not being proposed in response to any effortindividual recommended for consideration as a director nominee (a “Director Nominee”);
•The principal occupation of which we are aware to accumulatethe Director Nominee;
•The total number of shares of our commoncapital stock or obtain control of the Company northat will be voted for the Director Nominee by the stockholder making the recommendation;
•All other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors, or is it partotherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including the recommended candidate's written consent to being named in the proxy statement as a nominee and to serving as a director if approved by the Board and elected); and
•A written statement from the stockholder making the recommendation stating why such recommended candidate would be able to fulfill the duties of a plandirector.
Nominations must be sent to the attention of the Secretary of the Company by managementU.S. Mail (including courier or expedited delivery service) to recommendYield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801. The Secretary of the Company will promptly forward any such nominations to the Nominating and Corporate Governance Committee. Once the Nominating and Corporate Governance Committee receives the nomination of a seriescandidate, the candidate will be evaluated and a recommendation with respect to such candidate will be delivered to the Board. Nominations not made in accordance with the foregoing policy shall be disregarded by the Nominating and Corporate Governance Committee and votes cast for such nominees shall not be counted.
Policy Governing Stockholder Communications with the Board of similar amendmentsDirectors
The Board provides to every stockholder the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for stockholder communication (as that term is defined by the rules of the SEC). Stockholders may send such communication to the attention of the Chairman of the Board or to the attention of the individual director by U.S. Mail (including courier or expedited delivery service) to Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801. The Company will forward any such stockholder communication to the Chairman of the Board, as a representative of the Board, and/or to the director to whom the communication is addressed.
Policy Governing Director Attendance at Annual Meetings of Stockholders
Our policy is to schedule a regular meeting of the Board of Directors on the same date as the Company's annual meeting of stockholders and, stockholders. Otheraccordingly, directors are encouraged to be present at our stockholder meetings.

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All the individuals who were directors of the Company at the time of the 2021 annual meeting of stockholders attended that meeting.
Code of Business Conduct and Ethics
The Company has adopted the Code of Business Conduct and Ethics (“Code of Business Conduct”) as its “code of ethics” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act (and in accordance with the Nasdaq requirements for a “code of conduct”), which applies to all of the Company's directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the Code of Business Conduct is available at the Company's website at https://ir.yield10bio.com/corporate-governance under “Investor Relations-Corporate Governance.” A copy of the Code of Business Conduct may also be obtained free of charge from the Company upon a request directed to Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801, Attention: Investor Relations. The Company will promptly disclose any substantive changes in or waivers, along with reasons for the waivers, of the Code of Business Conduct granted to its executive officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and its directors by posting such information on its website at https://ir.yield10bio.com/corporate-governance.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The Board of Directors held four meetings during the year ended December 31, 2021. In addition, there were numerous conference calls held with the Board for informational updates and discussion. During the year ended December 31, 2021, no directorattended fewer than 75% of the reverse stock split proposal,aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees of the Board on which such director served. The Board has a standing Audit Committee, Compensation Committee, Science and Technology Committee and Nominating and Corporate Governance Committee. With the exception of the Science and Technology Committee, all of these committees has a charter that has been approved by the Board of Directors does not currently contemplate recommendingDirectors. A current copy of each charter is available on the adoptionCompany's website at https://ir.yield10bio.com/corporate-governance. Each committee reviews the appropriateness of any other actions that could be construedits charter periodically, as conditions dictate. Each committee retains the authority to affectengage its own advisors and consultants. The composition and responsibilities of each committee are summarized below.
Audit Committee
Mr. Van Nostrand, Dr. Sinskey and Dr. Hamilton serve on the ability of third parties to take over or change controlAudit Committee. Mr. Van Nostrand is the Chairman of the Company.Audit Committee. The Board of Directors has determined that each member of the Audit Committee is independent within the meaning of the Company's and Nasdaq's director independence standards and the SEC’s heightened director independence standards for Audit Committee members as determined under the Exchange Act. The Board of Directors has also determined that each of Mr. Van Nostrand and Dr. Hamilton qualify as “audit committee financial experts” under the rules of the SEC. The Audit Committee held four meetings during the year ended December 31, 2021.
No Dissenters’ RightsThe Audit Committee is responsible for overseeing the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company and exercising the responsibilities and duties set forth in its charter, including but not limited to:
Under•appointing, approving the Delaware General Corporation Law,compensation of, and assessing the independence of our stockholders are not entitledindependent registered public accounting firm;
•pre-approving auditing and permissible non-audit services, and the terms of such services, to dissenters’ rightsbe provided by our independent registered public accounting firm;
•reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
•coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
•establishing policies and procedures for the receipt and retention of accounting related complaints and concerns; and
•preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement.
Compensation Committee
Dr. Sinskey, Dr. Hamilton and Mr. Van Nostrand serve on the Compensation Committee. Dr. Sinskey is the Chairman of the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is independent within the meaning of the Company’s, the SEC’s and Nasdaq’s director independence standards. The Compensation Committee held five meetings in the year ended December 31, 2021. The Compensation Committee's responsibilities include:
•annually reviewing and approving goals and objectives relevant to compensation of our executive officers, including the Chief Executive Officer;
•evaluating the performance of our Chief Executive Officer and other executive officers in light of such goals and objectives;
•determining the compensation of our Chief Executive Officer and other executive officers;
•reviewing and approving, for the Chief Executive Officer and the other executive officers of the Company, any employment agreements, severance arrangements, and change in control agreements or provisions;
•overseeing the administration of our incentive-based and equity-based compensation plans; and

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•reviewing and making recommendations to the Board with respect to director compensation.
Nominating and Corporate Governance Committee
Dr. Sinskey and Dr. Hamilton serve on the reverse stock split,Nominating and we will not independently provide stockholders with any such right.
Material United States Federal Income Tax ConsequencesCorporate Governance Committee. Dr. Hamilton is the Chairman of the Reverse Stock SplitNominating and Corporate Governance Committee. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the Company’s, the SEC’s and Nasdaq’s director independence standards. The Nominating and Corporate Governance Committee held three meetings during the year ended December 31, 2021. The Nominating and Corporate Governance Committee's responsibilities include:
•developing and recommending to the Board criteria for Board and committee membership;
•establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders;
•identifying individuals qualified to become Board members;
•recommending to the Board the persons to be nominated for election as directors and to each of the Board's committees;
•developing succession plans for the Board;
•developing and recommending to the Board a code of business conduct and ethics and a set of corporate governance guidelines; and
•overseeing the evaluation of the Board and its committees.
Science and Technology Committee
Dr. Brown, Dr. Hamilton and Dr. Sinskey serve on the Science and Technology Committee, with Dr. Brown serving as Chairwoman. The role of the Science and Technology Committee is to provide oversight and guidance on the scientific research, development and commercialization activities of Yield10. The Science and Technology Committee held three meetings during the year ended December 31, 2021. The duties of this committee include:
•review of individual program goals and objectives;
•product development strategy, and
•budgets and performance.

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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following istable summarizes the compensation earned during the years ended December 31, 2021 and December 31, 2020 by our principal executive officer and the two other most highly paid executive officers who were serving as executive officers on December 31, 2021 (our named executive officers):
Name and Principal PositionYearSalary BonusStock
Awards(1)		Option
Awards(1)		Non-Equity
Incentive Plan
Compensation(2)		All Other Compensation(3)Total
Oliver P. Peoples, Ph.D. 2021$315,000 $— $137,968 $1,383,768 $91,980 $13,050 $1,941,766 
President and Chief Executive Officer2020$288,750 $— $199,237 $448,172 $132,825 $12,825 $1,081,809 
Lynne H. Brum2021$252,350 $— $22,563 $269,920 $41,909 $13,050 $599,792 
Vice President, Planning and Communications2020$238,066 $— $33,535 $109,437 $62,284 $11,733 $455,055 
Kristi D. Snell, Ph.D. 2021$252,350 $— $25,787 $488,011 $47,896 $13,050 $827,094 
Vice President, Research and Chief Scientific Officer2020$238,066 $— $38,328 $218,875 $71,182 $12,825 $579,276 

(1)The amounts listed in the “Stock Awards” and “Option Awards” columns do not intended as taxrepresent the actual amounts paid in cash or legal advice. Each holder should seek advicevalue realized by the named executive officers. These amounts represent the aggregate grant date fair value of restricted stock units and stock option awards for each individual computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 10 to our 2021 Consolidated Financial Statements, and Note 10 to our 2020 Consolidated Financial Statements included in our Annual Reports on Form 10-K for the years ended December 31, 2021 and 2020, respectively.
(2)Non-Equity Incentive Plan Compensation represents cash bonus amounts paid based on his, her or its particular circumstancesthe Compensation Committee's review of corporate performance for fiscal 2021 and 2020 pursuant to the Company's executive cash incentive performance bonus program.
(3)Other Compensation for 2021 and 2020 includes the value of the Company's Common Stock contributed to the Company's 401(k) plan as a matching contribution.
Narrative Disclosure to Summary Compensation Table
Base Salaries
Base salary levels for the named executive officers were increased effective January 1, 2022, to $330,750 for Dr. Peoples and to $264,968 for Ms. Brum and Dr. Snell. Base salary levels for 2020 were increased effective January 1, 2021 to $315,000 for Dr. Peoples and to $252,350 for Ms. Brum and Dr. Snell.
Pay for Performance
Executive bonuses have historically been awarded based on overall corporate performance and to recognize and reward the teamwork of the named executive officers in advancing corporate goals, although the Compensation Committee retains the discretion to adjust individual bonus amounts in exceptional cases.
In February, 2022 and 2021, payments were made under the Company's executive cash incentive performance bonus program for performance during the prior fiscal year.

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Long-Term Incentives
The Compensation Committee awarded long-term stock option incentives in 2021 to the executive officers and other employees. Each awarded option has an exercise price per share equal to the fair market value of Common Stock on the date of the grant, vests in sixteen equal quarterly installments at a rate of 6.25% per installment over four years, and has a term of ten years from an independent tax advisor.the date of grant. Named executive officers receiving these stock option awards were as follows:
2021
Named Executive OfficerNumber of
Options
Oliver P. Peoples, Ph.D. 156,000 
Kristi D. Snell, Ph.D. 53,000 
Lynne H. Brum29,500 

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following discussion describestable summarizes stock option and restricted stock unit awards held by our named executive officers at December 31, 2021:
Name Grant DateNumber of
Securities
Underlying
Unexercised
Options(#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable(1)		 Option
Exercise
Price($)		 Option
Expiration
Date		 Equity Incentive
Plan Awards:
Number of Units
That Have Not Vested
(#)		 Equity Incentive
Plan Awards: Market Value of Units of
Stock That Have Not Vested ($)
Oliver P. Peoples, Ph.D.2/1/201238 — $6,384.00 2/1/2022— $— 
9/18/201252 — $3,720.00 9/18/2022— $— 
5/30/201329 — $4,056.00 5/30/2023— $— 
10/26/20164,125 — $212.00 10/26/2026— $— 
5/23/20187,329 1,046 $66.00 5/23/2028— $— 
5/22/20193,750 2,250 $36.00 5/22/2029— $— 
5/28/202032,250 53,750 $5.86 5/28/2030— $— 
1/25/202110,500 45,500 $16.49 1/25/2031— $— 
9/28/20216,250 93,750 $6.30 9/28/2031— $— 
3/1/20216,214 $30,573 
Lynne Brum5/31/20128 — $4,800.00 5/31/2022— $— 
5/30/201317 — $4,056.00 5/30/2023— $— 
10/26/20161,251 — $212.00 10/26/2026— $— 
5/23/20182,188 312 $66.00 5/23/2028— $— 
5/22/2019937 563 $36.00 5/22/2029— $— 
5/28/20207,875 13,125 $5.86 5/28/2030— $— 
1/25/20212,156 9,344 $16.49 1/25/2031— $— 
9/28/20211,125 16,875 $6.30 9/28/2031— $— 
3/1/20211,046 $5,146 
Kristi Snell, Ph.D.2/1/20129 — $6,384.00 2/1/2022— $— 
5/31/20128 — $4,800.00 5/31/2022— $— 
9/18/201225 — $3,720.00 9/18/2022— $— 
2/13/20134 — $4,032.00 2/13/2023— $— 
7/22/201311 — $3,552.00 7/22/2023— $— 
2/24/201412 — $3,096.00 2/24/2024— $— 
10/26/20162,500 — $212.00 10/26/2026— $— 
5/23/20183,720 530 $66.00 5/23/2028— $— 
5/22/20191,874 1,126 $36.00 5/22/2029— $— 
5/28/202015,750 26,250 $5.86 5/28/2030— $— 
1/25/20213,937 17,063 $16.49 1/25/2031— $— 
9/28/20212,000 30,000 $6.30 9/28/2031— $— 
3/1/20211,195 $5,879 
(1)All stock options that are not yet fully exercisable vest in equal quarterly installments over a period of four years from the anticipated material United States federal income tax consequencesgrant date.

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Executive Employment Agreements
Oliver P. Peoples, Ph.D.    The Company has an employment agreement with Dr. Oliver P. Peoples, President and Chief Executive Officer. Effective as of January 1, 2022, Dr. Peoples’ salary has been set at $330,750; his agreement includes a minimum salary of $225,000 and provides that Dr. Peoples will be eligible to “U.S. holders”receive annual bonuses based on individual and Company performance. Pursuant to the terms of Dr. Peoples’ agreement, if the Company terminates Dr. Peoples’ employment without “cause” or if Dr. Peoples terminates his employment for “good reason” (each, as defined in the agreement), he will be entitled to “separation benefits” (as defined below) of our capital stock relatingin the agreement) including a lump-sum cash payment equal to the reversegreater of $480,000 or 24 months’ base salary and a pro rata portion of the target bonus for the year in which termination occurs, but not less than a pro rata portion of $180,000, plus payment of COBRA premiums for 24 months, provided that he signs a separation agreement that includes an irrevocable general release and non-disparagement and confidentiality provisions in favor of the Company. If the Company terminates Dr. Peoples’ employment without cause or if Dr. Peoples terminates his employment for good reason within the twenty-four month period immediately following, or the two month period immediately prior to, a “change of control” (as defined in the agreement), in addition to any accrued obligations, and subject to certain conditions, Dr. Peoples will be entitled to the separation benefits and automatic full vesting of his unvested stock split. This discussion is based uponoptions. To the extent Dr. Peoples would be subject to tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”“Internal Revenue Code”) as a result of company payments and benefits, the payments and benefits will be reduced if the reduction would maximize his total after-tax payments.
Lynne H. Brum.    The Company has an employment agreement with Lynne H. Brum, Vice President of Planning and Communications. Effective as of January 1, 2022, Ms. Brum's salary has been set at $264,968; her agreement includes a minimum salary of $220,000 and provides that Ms. Brum will be eligible to receive annual bonuses based on individual and Company performance. Pursuant to the terms of Ms. Brum's agreement, if the Company terminates Ms. Brum's employment without “cause” or if Ms. Brum terminates her employment for “good reason” (each, as defined in the agreement), Treasury Regulations promulgated thereunder, judicial authorities, published positionsshe will be entitled to “separation benefits” (as defined in the agreement) including a lump-sum cash payment equal to 12 months’ base salary and payment of COBRA premiums for 12 months, provided that she signs a separation agreement that includes an irrevocable general release and non-disparagement and confidentiality provisions in favor of the Company. If the Company terminates Ms. Brum’s employment without cause or if Ms. Brum terminates her employment for good reason within the twenty-four month period immediately following, or the two month period immediately prior to, a “change of control” (as defined in the agreement), in addition to any accrued obligations, and subject to certain conditions, Ms. Brum will be entitled to the separation benefits and automatic full vesting of her unvested stock options. To the extent Ms. Brum would be subject to tax under Section 4999 of the Internal Revenue Service (“IRS”), and other applicable authorities, all as currently in effect and all of which are subject to change or differing interpretations (possibly with retroactive effect). We have not obtained a ruling from the IRS or an opinion of legal or tax counsel with respect to the tax consequences of the reverse stock split and there can be no assurance the IRS will not challenge the statements set forth below, or that a court would not sustain any such challenge. The following discussion is for information purposes only and is not intended as tax or legal advice.
For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our capital stock that is for United States federal income tax purposes:
(i) an individual citizen or resident of the United States;
(ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state or the District of Columbia;
(iii) an estate with income subject to United States federal income tax regardless of its source; or
(iv) a trust that (a) is subject to primary supervision by a United States court and for which United States persons control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

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This discussion assumes that a U.S. holder holds our capital stock as a capital asset within the meaning of Code Section 1221. This discussion does not address all of the tax consequences that may be relevant to a particular stockholder or to stockholders that are subject to special treatment under United States federal income tax laws including, but not limited to, financial institutions, tax-exempt organizations, insurance companies, regulated investment companies, persons that are broker-dealers, traders in securities who elect the mark-to-market method of accounting for their securities, or stockholders holding their shares of our capital stock as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction. In addition, this discussion does not address other United States federal taxes (such as gift or estate taxes or alternative minimum taxes), the tax consequences of the reverse stock split under state, local or foreign tax laws or certain tax reporting requirements that may be applicable with respect to the reverse stock split. 
If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a stockholder, the tax treatment of a partner in the partnership or any equity owner of such other entity will generally depend upon the status of the person and the activities of the partnership or other entity treated as a partnership for United States federal income tax purposes.
Tax Consequences of the Reverse Stock Split Generally
We believe that the reverse stock split should qualify as a “recapitalization” under Section 368(a)(1)(E) of the Code. Accordingly:
A U.S. holder will not recognize any gain or loss as a result of company payments and benefits, the reverse stock split, exceptpayments and benefits will be reduced if the reduction would maximize her total after-tax payments.
Charles B. Haaser.    The Company has an employment agreement with Charles B. Haaser, Vice President of Finance & Chief Accounting Officer. Effective as of January 1, 2022, Mr. Haaser's salary has been set at $252,000; his agreement includes a minimum salary of $205,000 and provides that Mr. Haaser will be eligible to receive annual bonuses based on individual and Company performance. Pursuant to the extent that cash is receivedterms of Mr. Haaser's agreement, if the Company terminates Mr. Haaser’s employment without “cause” or if Mr. Haaser terminates his employment for “good reason” (each, as defined in lieu of a fractional share.
A U.S. holder’s aggregate tax basis in his, her or its post-reverse stock split sharesthe agreement), he will be entitled to “separation benefits” (as defined in the agreement) including a lump-sum cash payment equal to 12 months' base salary and payment of COBRA premiums for 12 months, provided that he signs a separation agreement that includes an irrevocable general release and non-disparagement and confidentiality provisions in favor of the aggregate tax basisCompany. If the Company terminates Mr. Haaser’s employment without cause or if Mr. Haaser terminates his employment for good reason within the twenty-four month period immediately following, or the two month period immediately prior to, a “change of control” (as defined in the pre-reverse stock split shares exchanged therefor, exceptagreement), in addition to any accrued obligations, and subject to certain conditions, Mr. Haaser will be entitled to the separation benefits and automatic full vesting of his unvested stock options. To the extent Mr. Haaser would be subject to tax under Section 4999 of the Internal Revenue Code as a result of company payments and benefits, the payments and benefits will be reduced if the reduction would maximize his total after-tax payments.
Kristi D. Snell, Ph.D.    The Company has an employment agreement with Kristi D. Snell, Vice President of Research & Chief Science Officer. Effective as of January 1, 2022, Dr. Snell's salary has been set at $264,968;

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her agreement includes a minimum salary of $220,000 and provides that cash is received in lieuDr. Snell will be eligible to receive annual bonuses based on individual and Company performance. Pursuant to the terms of a fractional share.
A U.S. holder’s holding periodDr. Snell's agreement, if the Company terminates Dr. Snell's employment without "cause" or if Dr. Snell terminates her employment for the post-reverse stock split shares will include the period during which such stockholder held the pre-reverse stock split shares surrendered"good reason" (each, as defined in the reverseagreement), she will be entitled to "separation benefits" (as defined in the agreement) including a lump-sum cash payment equal to 12 months' base salary and payment of COBRA premiums for 12 months, provided that she signs a separation agreement that includes an irrevocable general release and non-disparagement and confidentiality provisions in favor of the Company. If the Company terminates Dr. Snell's employment without cause or if Dr. Snell terminates her employment for good reason within the twenty-four month period immediately following, or the two month period immediately prior to, a "change of control" (as defined in the agreement), in addition to any accrued obligations, and subject to certain conditions, Dr. Snell will be entitled to the separation benefits and automatic full vesting of her unvested stock split.options. To the extent Dr. Snell would be subject to tax under Section 4999 of the Internal Revenue Code as a result of company payments and benefits, the payments and benefits will be reduced if the reduction would maximize her total after-tax payments.
Treasury Regulations promulgated underExecutive Noncompetition, Nonsolicitation, Confidentiality, and Inventions Agreements
All employees named above have signed the Code provide detailed rulesCompany's Employee Noncompetition, Nonsolicitation, Confidentiality, and Inventions agreement which prohibits them, during their employment by us and for allocating the tax basis and holdinga period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse stock split. Holders of shares of our common stock who acquired their shares on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares among their post-reverse stock split shares.
THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests,one year thereafter, from engaging in certain business activities which are directly or indirectly in competition with the matters set forthproducts or services being developed, manufactured, marketed, distributed, planned, or sold by the Company during the term of their employment.
Hedging Policy
We do not have a hedging policy, but our code of conduct and insider trading policy disallows short sales and trading in this proposal exceptour stock on a short-term basis.
DIRECTOR COMPENSATION
The following table summarizes the compensation earned by our non-employee directors in 2021:
NameFees Earned
($)(1)		 Stock
Options
($)(2)(3)		 Total ($)
Anthony J. Sinskey, Sc.D. $62,500 $35,517  $98,017 
Robert L. Van Nostrand$72,500  $35,517  $108,017 
Richard W. Hamilton, Ph.D. $62,500 $35,517  $98,017 
Sherri M. Brown, Ph.D.$40,000 $35,517 $75,517 

As of December 31, 2021, our non-employee directors listed in the table below held the following aggregate number of shares subject to outstanding option awards (representing both exercisable and unexercisable option awards, none of which have been exercised):
NameNumber of Shares
Underlying Outstanding
Stock Options
Anthony J. Sinskey, Sc.D. 21,968 
Robert L. Van Nostrand18,289 
Richard W. Hamilton, Ph.D. 11,036 
Sherri M. Brown, Ph.D.20,250 
(1)Represents fees for the year 2021. All such fees were paid during 2021. Dr. Sinskey and Mr. Van Nostrand elected to receive options to purchase shares of the Company's Common Stock in lieu of cash for some of their aggregate fees in 2021, in the respective amounts of $31,250 and $18,125, computed in

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accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, See Note 10 to our 2021 Consolidated Financial Statements for the year ended December 31, 2021.
(2)The amounts listed in the “Stock Options” column do not represent the actual amounts paid in cash or value realized by the directors. These amounts represent the aggregate grant date fair value of option awards for each individual computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 10 to our 2021 Consolidated Financial Statements for the year ended December 31, 2021.
(3)In 2021, each of our non-employee directors who continued to serve as a director beyond our 2021 Annual Shareholder Meeting was granted an option to purchase 5,000 shares of the Company's Common Stock.
Narrative to Director Compensation Table
Under the Company's policy for compensation of non-employee directors, each non-employee member of our Board of Directors is entitled to elect to receive either cash or options to purchase shares of the Company's Common Stock as compensation for their service to the extentBoard and/or its committees, reflecting the following amounts for service in each specified role:
•Board service: $30,000 per year
•Board Chairman: $20,000 per year
•Committee service: $7,500 per year
•Audit Committee Chair: $15,000 per year
•Compensation Committee Chair: $10,000 per year
•Nominating and Corporate Governance Committee Chair: $10,000 per year
•Science and Technology Committee Chair: $10,000 per year
In addition, renewing members of their ownershipthe Board are entitled to receive annual grants of options to purchase shares of our common stock.the Company's Common Stock from time to time as compensation for their service to the Board and/or its committees, and new members of the Board are entitled to receive such grants upon joining the Board, in amounts determined by the Compensation Committee. In the year ended December 31, 2021, renewing members of the Board received option grants of 5,000 shares effective upon the annual meeting of stockholders. For the fiscal year ending December 31, 2022, non-employee Board members will receive option grants of 5,000 shares effective upon the annual meeting of stockholders.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information about the Common Stock that may be issued upon the exercise of options, warrants and rights under all the Company's existing equity compensation plans as of December 31, 2021.
Plan categoryNumber of securities to
be issued upon exercise of
outstanding options,
warrants and rights		Weighted-average exercise
price of outstanding options,
warrants and rights		Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
 (a)(b)(c)
Equity compensation plans approved by stockholders(1)731,716 $14.60 67,346 
Equity compensation plans not approved by stockholders(2)479 $3,192.00 — 

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Reservation of Right to Abandon Reverse Stock Split
We reserve the right to not file the Certificate of Amendment and to abandon any reverse stock split without further action by our stockholders at any time before the effectiveness(1)Consists of the filing with2006 Stock Option and Incentive Plan, the Secretary2014 Stock Option and Incentive Plan and the 2018 Stock Option and Incentive Plan. For a description of these plans, see Note 10 to the 2021 Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
(2)Consists of a stock option granted to Mr. Shaulson, our former Chief Executive Officer and former director, as an inducement for him to join the Company. These options originally vested over a four-year period, but the remaining unvested portion became fully vested upon execution of Mr. Shaulson's separation agreement in November 2016.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The charter of the StateNominating and Corporate Governance Committee provides that the committee shall conduct an appropriate review of Delawareall related person transactions (including those required to be disclosed pursuant to Item 404 of Regulation S-K) for potential conflict of interest situations on an ongoing basis, and the Certificateapproval of Amendment, even ifthat committee shall be required for all such transactions.
Also, under the authorityCompany's Code of Business Conduct, any transaction or relationship that reasonably could be expected to effect these amendments is approved by our stockholders atgive rise to a conflict of interest involving an employee must be reported promptly to the Special Meeting. By voting in favor of a reverse stock split, you are expressly also authorizingCompany's Chief Accounting Officer, who has been designated as the Company's Compliance Officer. The Compliance Officer may notify the Board of Directors or a committee thereof as he deems appropriate. Actual or potential conflicts of interest involving a director, executive officer or the Compliance Officer must be disclosed directly to delay, not proceedthe Chairman of the Board of Directors.
Tepha, Inc.
During 1999, the Company entered into a technology sublicense agreement with Tepha, Inc. ("Tepha"), a privately held company engaged in the development of medical products. At the time the sublicense was executed, a director of Yield10 was also the president, chief executive officer and a director of Tepha. Three other members of Yield10's board of directors also served on the board of directors of Tepha, of which one continued to serve until completion of the merger of Tepha discussed below. Yield10 received 648,149 shares of Series A Convertible Preferred Stock of Tepha ("Tepha Shares") during 2002 as consideration for outstanding license payments due to Yield10 totaling $700,000. During 2005, the Company determined the value of the Tepha Shares was impaired resulting in their write off through a charge to other income (expense). The sublicense agreement with Tepha ended in 2016. In May 2021, the board of directors of Tepha approved and authorized the merger of Tepha with Becton Dickinson Global Holdings, Inc. and on July 26, 2021, Yield10 received cash consideration of $700,000 in exchange for the surrender of its Tepha Shares upon the closing of the merger.
There were no other related person transactions entered into during the fiscal year ended December 31, 2021.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee for the last fiscal year consisted of Mr. Van Nostrand, Chairman, Dr. Sinskey and Dr. Hamilton. The Audit Committee has the responsibility and authority described in the Yield10 Audit Committee Charter, which has been approved by the Board of Directors. A copy of the Audit Committee Charter is available on our website at http://ir.yield10bio.com/corporate-governance. The Board of Directors has determined that the current members of the Audit Committee meet the independence requirements set forth in Rule 10A-3(b)(1) under the Exchange Act, and the applicable rules of Nasdaq, and that Mr. Van Nostrand and Dr. Hamilton each qualify as an “Audit Committee financial expert” under the rules of the SEC. The Audit Committee oversees the accounting and financial reporting processes of the Company and its subsidiaries and the audits of the financial statements of the Company. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with both the management of the Company and RSM US LLP, the Company's independent registered public accounting firm, the

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audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, including a discussion of the acceptability of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.
The Audit Committee has reviewed with RSM US LLP their judgments as to the application of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee has received from RSM US LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding RSM US LLP’s communications with the Audit Committee concerning independence, has discussed with RSM US LLP their independence from management and the Company, and has considered the compatibility with RSM US LLP's independence as auditors of any non-audit services performed for the Company by RSM US LLP.
The Audit Committee discussed with RSM US LLP the overall scope and plans for their audit. The Audit Committee met with RSM US LLP, with and abandon,without management present, to discuss the results of their examinations and their evaluations of the Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company's audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2021 and filed with the SEC, and the Board of Directors approved such inclusion.
Respectfully submitted by the Audit Committee,

Robert L. Van Nostrand, Chairman
Anthony Sinskey, Ph.D.
Richard Hamilton, Ph.D.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors selected the firm of RSM US LLP, an independent registered public accounting firm, to serve as independent auditors for the fiscal year ended December 31, 2020.
Fees
The following sets forth the aggregate fees billed by RSM US LLP, to the Company for the years ended December 31, 2021 and December 31, 2020:
Audit Fees
Fees related to audit services were approximately $177,000 and $167,000 for the years ended December 31, 2021 and 2020, respectively, and relate to the year-end audits of the Company's financial statements for those years.
Audit Related Fees
Audit Related Fees were approximately $65,000 and $90,000 for the years ended December 31, 2021 and December 31, 2020, respectively, and relate to services associated with registration statements and securities offerings.
Tax Fees

Tax fees are estimated to be approximately $90,500 for the fiscal year ended December 31, 2021 and included services to advise on the Company's tax net operating loss and tax credit utilization limitations under

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Section 382 of the Internal Revenue Code of 1986. Tax fees for the fiscal year ended December 31, 2020 were approximately $30,500.

All Other Fees
RSM US LLP billed no other fees for the years ended December 31, 2021 and December 31, 2020.
Pre-Approval Policy of the Audit Committee

All the services performed by RSM US LLP for the fiscal year ended December 31, 2021 were pre-approved in accordance with the pre-approval policy set forth in the Audit Committee Charter. The Audit Committee pre-approves all audit services and permitted non-audit services performed or proposed to be undertaken by the independent registered public accounting firm (including the fees and terms thereof), except where such services are determined to be de minimis under the Exchange Act, giving particular attention to the relationship between the types of services provided and the independent registered public accounting firm's independence.

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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Our Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Although stockholder approval of the selection of an independent registered public accounting firm is not required by law, our Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this proposed amendmentselection. Our Audit Committee has appointed RSM US LLP to perform the independent audit, review and attestation services with respect to our financial statements for the fiscal year ending December 31, 2022.
If this proposal is not approved at the Annual Meeting, our Audit Committee will reconsider the selection of RSM US LLP for the ensuing fiscal year but may determine that continued retention of RSM US LLP is in our Company’s and our stockholders’ best interests. 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 it should so decide, in its sole discretion,determines that such action isa change would be in our Company's and our stockholders’ best interests.
We expect representatives of RSM US LLP to be present at the best interests of ourAnnual Meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.
Vote Required and Board of Directors’ Recommendation
The affirmative vote of the holders of a majority of the shares of our common stock having voting power outstanding oncast by the Record Date,stockholders present at the meeting or represented by proxy at the Annual Meeting is required to approveratify the amendment toselection of RSM US LLP as our Certificateindependent registered public accounting firm for the year ending December 31, 2022.
Recommendation of Incorporation to effect a reverse stock splitthe Board
The Board of Directors unanimously recommends that you vote “FOR” ratification of the appointment of RSM US LLP as our common stock.independent registered public accounting firm for the year ending December 31, 2022.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO AUTHORIZE THE BOARD OF DIRECTORS IN ITS DISCRETION TO AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT A REVERSE STOCK SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF OUR COMMON STOCK (SUCH SPLIT TO COMBINE A NUMBER OF OUTSTANDING SHARES OF OUR COMMON STOCK BETWEEN TWENTY (20) AND FIFTY (50), SUCH NUMBER CONSISTING OF ONLY WHOLE SHARES, INTO ONE (1) SHARE OF OUR COMMON STOCK), AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.


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OTHER MATTERS
PROPOSAL 2

PRIVATE PLACEMENT PROPOSAL

(Notice Item 2)

Overview
On November 19, 2019, concurrently withThe Board of Directors knows of no other matters to be brought before the registered public offering described in Proposal 1 (the “Public Offering”), we issued and sold an aggregate of 5,750 shares of Series B convertible preferred stock (the “Series B Preferred Stock”), warrants to purchase 28,750,000 shares of common stock, which expire two and one half years afterAnnual Meeting. If any other matters are properly brought before the date of issuance, and warrants to purchase 28,750,000 shares of common stock, which expire seven and one half years afterAnnual Meeting, the date of issuance (together, the “Private Placement Warrants”) for aggregate gross proceeds of $5,750,000 to our largest shareholder, Jack W. Schuler, and related entities, each of which is an accredited investor (the “Investors”) in a private placement (the “Private Placement”) pursuant to a securities purchase agreement (the “Securities Purchase Agreement”). The Private Placement Warrants have an exercise price equal to $0.20 per share of common stock. Our Board determined that the Private Placement was advisable and in our best interest andpersons appointed in the best interest of our stockholders, in order for usaccompanying proxy intend to have available capital for general corporate purposes.
If this Proposal 2 is approved, onvote the date of the filing by us, and the acceptance by the State of Delaware, of the amendment to our Amended and Restated Certificate of Incorporation (the “Charter Amendment”) contemplated by Proposal 1 relating to the reverse stock split, such that there are sufficient authorized but unissued shares of common stock to allow all of the warrants issued in the Private Placement and the Public Offering to be exercised in full and all of the Series B Preferred Stock to be converted, each share of Series B Preferred Stock shall automatically convert into a number of shares of common stock equal to $1,000 (the “Stated Value”) divided by a conversion price of $0.20 (the “Conversion Price”). The Conversion Price will be adjusted in the reverse stock split according to the reverse stock split ratio.
Nasdaq Marketplace Rule 5635(d) requires stockholder approval of a transaction other than a public offering involving the sale, issuance or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock) at a price less than the lower of (i) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement for the transaction; or (ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement for the transaction, which alone or together with sales by officers, directors or principal shareholders of the issuer equals 20% or more of the common stock of the company or 20% or more of the voting power outstanding before the transaction.
The Nasdaq rules prevent us from issuing, upon conversion of the Series B Preferred Stock and upon exercise of the Private Placement Warrants, a number of shares of common stock that would exceed 2,500,948 (19.9% of the number of shares of common stock outstanding on the trading day immediately preceding the date of the Purchase Agreement), unless we obtain the stockholder approval required by Nasdaq. If all of the Series B Preferred Stock are converted and all of the Private Placement Warrants are exercised, an aggregate of 86,250,000 shares of common stock, subject to adjustment for the reverse stock split, would be issued upon such conversion and exercise.
Because the number of shares of common stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Private Placement Warrants will exceed 2,500,948, we are seeking stockholder approval for the issuance of shares of common stock in excess of 19.9% of the number of shares of common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Excess Shares”).
Description of the Series B Preferred Stock
A summary of the Certificate of Designation of the Series B Preferred Stock (the “Series B Certificate of Designation”) and the preferences, rights and limitations of the Series B Preferred Stock is as follows:
Dividends. If the Series B Preferred Stock is not converted to common stock prior to March 31, 2020, shares of the Series B Preferred Stock will be entitled to receive cumulative quarterly dividends payable in additional shares

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of Series B Preferred Stock, at the initial quarterly rate of 2% of the Stated Value, subject to a quarterly increase of 2%, and additional dividends as declared by our Board of Directors.
Voting Rights. With certain exceptions, as described in the Series B Certificate of Designation, the Series B Preferred Stock has no voting rights. However, as long as any shares of Series B Preferred Stock remain outstanding, the Series B Certificate of Designation provides that we shall not, without the affirmative vote of holders of a majority of the then-outstanding Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Series B Certificate of Designation, (b) increase the number of authorized shares of Series B Preferred Stock or (c) effect a stock split or reverse stock split of the Series B Preferred Stock or any like event. The holders of the Series B Preferred Stock will also have the right to approve specified corporate transactions, including the issuance of any securities that would be senior to the Series B Preferred Stock, material changes in our business, material acquisitions of assets, appointments of new executive officers, liquidations, repurchase of shares, and other matters as set forth in the Series B Certificate of Designation.
Rank. Each share of Series B Preferred Stock shall rank equally in all respects. With respect to distributions upon Liquidation (as defined below), the Series B Preferred Stock ranks senior to the common stock and to each other class of our capital stock existing now or hereafter created that are not specifically designated as ranking senior to the preferred stock.
Liquidation Preference. In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, or in the event of the Company’s insolvency (a “Liquidation”), the holders of any outstanding shares of Series B Preferred Stock shall be entitled to have set apart for them, or to be paid, out of the assets of the Company available for distribution to stockholders (whether such assets are capital, surplus or earnings), after provision for payment of all debts and liabilities of the Companyrepresented thereby in accordance with the Delaware General Corporation Law, before any distribution or payment is made with respect to any class or series of securities that would be classified as junior to the Series B Preferred Stock and subject to the liquidation rights and preferences of any class or series of securities that would be classified as senior to or on par with the Series B Preferred Stock, an amount equal to the greater of (i) the Stated Value of Series B Preferred Stock (which amount shall be subject to an equitable adjustment in the event of any stock dividend, stock split, combination, reorganization, recapitalization, reclassification, or other similar event involving a change in the capital structure of the Series B Preferred Stock) plus the amount of all accrued and unpaid regular dividends thereon, whether or not declared, up to and including the date full payment shall be tendered to the holders of the Series B Preferred Stock with respect to such Liquidation (the “Liquidation Value”) and (ii) such amount as would have been payable on the number of shares of common stock into which the shares of Series B Preferred Stock held by each holder thereof could have been converted immediately prior to such Liquidation (the “Pre-Liquidation Value”). In the event of any consolidation or merger of the Company with or into another entity or the sale of all or substantially all of the Company’s assets, the holders of Series B Preferred Stock shall be entitled to have set apart for them, or to be paid, subject to the order of preference set forth above in connection with a Liquidation, an amount equal to the greater of (i) 200% of the Liquidation Value and (ii) the Pre-Liquidation Value.
Conversion. If this proposal is approved, on the Authorized Share Increase Date, each share of Series B Preferred Stock shall automatically convert into that number of shares of common stock determined by dividing the Stated Value of such share of Series B Preferred Stock by the Conversion Price. The Conversion Price will be adjusted in the reverse stock split according to the reverse stock split ratio.
Forced Conversion. Subject to certain conditions, at any time following the issuance of the Series B Preferred Stock, we will have the right to cause each holder of the Series B Preferred Stock to convert all or part of such holder’s Series B Preferred Stock in the event that (i) the volume weighted average price of our common stock for 30 consecutive trading days (the “Measurement Period”) exceeds 300% of the Conversion Price (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions), (ii) the daily trading volume on each Trading Day during such Measurement Period exceeds $175,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by us. Our right to cause each holder of the Series B Preferred Stock to convert all or part of such holder’s Series B Preferred Stock shall be exercised ratably among the holders of the then outstanding preferred stock.

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Voting Agreement
We have entered into a voting agreement with our largest shareholder, Jack W. Schuler, and entities related to him, pursuant to which Mr. Schuler and those entities have agreed to vote their shares of common stock which they held prior to the issuance of shares in the Private Placement in favor of the Charter Amendment.
Registration Rights
The holders of the Series B Preferred Stock have the ability to demand that we register the shares of common stock underlying the Series B Preferred Stock and Private Placement Warrants no later than 15 business days after the Authorized Share Increase Date.
Why We Need Stockholder Approval
Our common stock is listed on Nasdaq, and as such we are subject to Nasdaq’s rules. Nasdaq Marketplace Rule 5635(d) requires stockholder approval of a transaction other than a public offering involving the sale, issuance or potential issuance by a company of common stock (or securities convertible into or exercisable for common stock) at a price less than the lower of (i) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement for the transaction; or (ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement for the transaction, which alone or together with sales by officers, directors or principal shareholders of the issuer equals 20% or more of the common stock of the company or 20% or more of the voting power outstanding before the transaction.
Impact on Current Stockholders if the Private Placement Proposal is Approved
If our stockholders approve this Proposal 2 and the Charter Amendment, the Series B Preferred Stock will automatically convert to common stock and we will be able to issue the Excess Shares in accordance with the Nasdaq rules, the Series B Certificate of Designation, and the Private Placement Warrants. This will result in an increase in the number of shares of common stock outstanding. The issuance of common stock upon conversion of the Series B Preferred Stock and upon exercise of the Private Placement Warrants, if they are exercised, will have a dilutive effect on our stockholders other than the Investors in that the percentage ownership of the Company held by such current stockholders would decline as a result of the issuance of the Excess Shares. This means that our stockholders other than the Investors would have less ability to influence significant corporate decisions requiring stockholder approval, and that the influence of the Investors over determinations submitted to our stockholders for approval, including, but not limited to, the election of directors and the approval of corporate transactions, will increase in comparison to our other stockholders.
Issuance of the Excess Shares 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.
Effect on Current Stockholders if the Private Placement Proposal is Not Approved
If stockholders do not approve this proposal, we will not be able to issue the Excess Shares upon conversion of the Series B Preferred Stock and upon exercise of the Private Placement Warrants and the Investors will be prohibited from converting their Series B Preferred Stock or exercising their Private Placement Warrants in excess of an aggregate of 2,500,948 shares of common stock. If we are unable to fulfill our obligations to the Investors under the Securities Purchase Agreement, the Series B Certificate of Designation or the Private Placement Warrants, it is likely that the Investors and other potential investors would be unwilling to participate in any non-public capital raising efforts in the future, which would have an unfavorable impact on our capital raising efforts. Further, if the Series B Preferred Stock is not converted to common stock prior to March 31, 2020, shares of the Series B Preferred Stock will be entitled to receive cumulative quarterly dividends payable in additional shares of Series B Preferred Stock, at the initial quarterly rate of 2% of the Stated Value, subject to a quarterly increase of 2%, and additional dividends as declared by our Board of Directors.

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Further Information
The terms of the Securities Purchase Agreement, the Series B Certificate of Designation and the Private Placement Warrants are briefly summarized above. For further information, please refer to the Securities Purchase Agreement, Series B Certificate of Designation and Form of Warrant included as Exhibits 10.1, 3.2 and 4.1, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2019.
Vote Required and Board of Directors’ Recommendation
Pursuant to Nasdaq Marketplace Rule 5635(e), the Private Placement Proposal must be approved by a majority of the votes cast affirmatively or negativelybest judgment on such proposal. Therefore, the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote on such proposal that cast a vote for, or against such proposal is required for the approval of the Private Placement Proposal.matters, under applicable laws.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
STOCKHOLDER PROPOSALS FOR THE PRIVATE PLACEMENT PROPOSAL, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE PROPOSAL UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.



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STOCKHOLDER PROPOSALS
2023 ANNUAL MEETING
Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in the Company’sCompany's proxy statement and form of proxy for its 20202023 annual meeting must be received by Yield10 on or before December 12, 2019November 29, 2022 in order to be considered for inclusion in its proxy statement and form of proxy. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to our principal executive offices: Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801, Attention: Secretary.
Stockholder proposals to be presented at the Company’s 20202023 annual meeting, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 for inclusion in the Company’sCompany's proxy statement and form of proxy for its 20202023 annual meeting, must be received in writing at our principal executive office not earlier than January 23, 2020,25, 2023, nor later than February 22, 2020,24, 2023, unless our 20202023 annual meeting of stockholders is scheduled to take place before April 22, 202025, 2023 or after July 21, 2020.24, 2023. Our By-Laws state that the stockholder must provide timely written notice of such nomination or proposal as well as be present at such meeting, either in personvirtually or by a representative. A stockholders’stockholder’s notice shall be timely received by Yield10 at its principal executive office not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding annual meeting (the “Anniversary Date”); provided, however, that in the event the annual meeting is scheduled to be held on a date more than thirty (30) days before the Anniversary Date or more than sixty (60) days after the Anniversary Date, a stockholder’sstockholder's notice shall be timely if received by Yield10 at its principal executive office not later than the close of business on the later of (a) the ninetieth (90th) day prior to the scheduled date of such annual meeting or (b) the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by Yield10. Any such proposal should be mailed to: Yield10 Bioscience, Inc., 19 Presidential Way, Woburn, MA 01801, Attention: Secretary.
Woburn, Massachusetts
December 4, 2019EXPENSES AND SOLICITATION

The cost of solicitation of proxies will be borne by the Company and, in addition to soliciting stockholders by mail through its regular employees, the Company may request banks, brokers and other custodians, nominees and fiduciaries to solicit their customers who have stock of the Company registered in the names of a nominee and, if so, will reimburse such banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by officers and employees of the Company may also be made of some stockholders at the meeting or by mail, telephone or e-mail following the original solicitation. If Yield10 does retain a proxy solicitation firm, Yield10 would pay such firm's customary fees and expenses, which fees would be expected not to exceed $12,000 plus expenses.
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APPENDIX A
FORM OF PROXY CARD


Proxy Card:
SPECIAL MEETING OF STOCKHOLDERS OF
YIELD10 BIOSCIENCE, INC.
January 9, 202019 Presidential Way, Woburn Massachusetts 01801
Important Notice Regarding Internet Availability of Proxy Materials for the Special Meeting: The proxy statement is available at http://ir.yield10bio.com/investor-relations.PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
Please sign, date and mail your proxy card in the envelope provided
as soon as possible.MAY 25, 2022
Please detach along perforated line and mail in the envelope provided.
THEYIELD10 BIOSCIENCE’S BOARD OF DIRECTORS RECOMMENDS A VOTESOLICITS THIS PROXY
The undersigned, revoking any previous proxies relating to these shares, hereby appoints Oliver P. Peoples, Ph.D. and Charles B. Haaser, and each of them (with full power to act alone), the attorneys-in-fact and proxies of the undersigned, with power of substitution to each, to vote all shares of the Common Stock of Yield10 Bioscience, Inc. (the "Company")registered in the name provided in this Proxy which the undersigned is entitled to vote at the 2022 Annual Meeting of Stockholders, to be held in a virtual format at 9:30 a.m. Eastern time, on Wednesday, May 25, 2022, and at any adjournments of the meeting, with all the powers the undersigned would have if personally present at the meeting. Without limiting the general authorization given by this Proxy, the proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy.
This Proxy, when executed, will be voted in the manner directed herein. If you do not specify below how you want your shares to be voted, this Proxy will be voted FOR PROPOSALthe nominated Class I Directors and FOR Proposal 2.In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournments of the meeting.
1.Proposal to elect Robert L. Van Nostrand and Sherri M. Brown, Ph.D. as Class I Directors of the Company.
()   Robert L. Van Nostrand
FOR THE NOMINEEWITHHOLD AUTHORITY FOR THE NOMINEE
() Sherri M. Brown, Ph.D.
FOR THE NOMINEE WITHHOLD AUTHORITY FOR THE NOMINEE
2. Proposal to ratify the appointment of RSM US LLP as the Company’s independent public accountants for the fiscal year ending December 31, 2022.
         FOR         AGAINST     ABSTAIN
Please mark your vote in blue or black ink as shown here.
The Board of Directors recommends a vote FOR the nominees in Proposal 1 AND PROPOSALand FOR Proposal 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
Change of Address - Please print new address below
1.Proposal to amend the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding shares of common stock, at a ratio of between 1-for-20 and 1-for-50.
This Proxy, when executed, will be voted in the manner directed herein. If you do not specify below how you want your shares to be voted, this Proxy will be voted FOR the Proposal.By checking this box, I/we consent to future access and delivery of Annual Reports and Proxy Statements electronically via the Internet. I/We understand that the Company may no longer distribute printed materials to me/us for any future stockholder meetings until this consent that I/we have given is revoked. I/we understand that I/we may revoke this consent to electronic access and delivery at any time.
VOTE BY MAIL
Mark, sign, and date your proxy card. Return it in the prepaid postage envelope we have provided, or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
☐ FOR ☐ AGAINST ☐ ABSTAIN
2.Proposal to approve the potential issuance of more than 2,500,948 shares of our common stock upon the conversion of shares of our Series B Convertible Preferred Stock and the exercise of warrants to purchase our common stock, all of which were issued pursuant to the private placement that closed on November 19, 2019.
☐ FOR ☐ AGAINST ☐ ABSTAIN
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. ☐

Signature of StockholderDate:Signature of StockholderDate:
Note: Please sign exactly as your name appear on this Proxy. When shares are hold jointly,name(s) appears hereon. Joint owners should each holder should sign. When signer is a partnership,signing as attorney, executor, administrator, trustee or guardian, please sign in partnership name by authorized person.



APPENDIX B
FORM OF CERTIFICATE OF AMENDMENT TO EFFECT REVERSE STOCK SPLIT



FORM OF CERTIFICATE OF AMENDMENT TO EFFECT REVERSE STOCK SPLIT

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Yield10 Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certifygive full title as follows:

1. The name of the Corporation is Yield10 Bioscience, Inc.

2. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Amended and Restated Certificate of Incorporation of the Corporation as follows:

3. The Corporation’s Amended and Restated Certificate of Incorporation, as amended, is hereby further amended by adding the following after the end of the first paragraph of Article IV:

[“Upon effectiveness of this Certificate of Amendment (the “Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that each [ ] shares of issued Common Stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued as a result of the reverse stock split. Instead, any stockholder who would otherwise be entitled to a fractional share of our Common Stock as a result of the reclassification shall be entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of our Common Stock multiplied by the closing trading price of our Common Stock on the trading day immediately preceding the effective date of the reverse stock split. Notwithstanding the foregoing, the Corporation shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the reverse stock split or cash in lieu of fractional shares, if any, unless and until the certificates evidencing the shares held by a holder prior to the reverse stock split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.
such.
Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive a cash payment in lieu of a fractional share of Common Stock), provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (including the right to receive a cash payment in lieu of a fractional share of Common Stock).”]Signature:Date _______Signature:Date _______

PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE!
4. The Amendment of the Amended and Restated Certificate of Incorporation, as amended, herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

5. This Certificate of Amendment shall be effective on [    ] at [    ], Eastern Time.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this [    ] day of  [    ].




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YIELD10 BIOSCIENCE, INC.
By: _____________________
Name: Oliver P. Peoples
Title: President and Chief Executive Officer