DEF 14A of Dyne Therapeutics, Inc., Apr 5, 2024

DEF 14A of Dyne Therapeutics, Inc.

Filed Apr 5, 2024 · FY20230000950170-24-042276

Open on EDGAR

  1. A. Proposal No. 1—Election of Directors

    A. Proposal No. 1—Election of Directors A nominee will be elected as a director at the Annual Meeting if the nominee receives FOR votes representing a plurality of the votes cast by stockholders entitled to vote at the meeting. You may: • vote FOR all nominees; • vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or • WITHHOLD your vote from all nominees. Votes that are withheld and broker-non votes will not be included in the vote tally for the election of directors and will not affect the results of the vote.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with the terms of our restated certificate of incorporation and amended and restated bylaws, our board of directors is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. As a result, only one class of our directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors currently consists of seven members. The members of the classes are divided as follows: • the class I directors are Carlo Incerti, M.D., Catherine Stehman-Breen, M.D. and John G. Cox, and their term will expire at the 2024 Annual Meeting; • the class II directors are Edward Hurwitz and Dirk Kersten, and their term will expire at the annual meeting of stockholders to be held in 2025; and • the class III directors are David Lubner and Jason Rhodes, and their term will expire at the annual meeting of stockholders to be held in 2026. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our board of directors has nominated Carlo Incerti, M.D., Catherine Stehman-Breen, M.D. and John G. Cox for election as the class I directors at the 2024 Annual Meeting. Each of Dr. Incerti, Dr. Stehman-Breen and Mr. Cox is presently a director and has indicated a willingness to continue to serve as director, if elected. Unless otherwise instructed, proxies will be voted for Dr. Incerti, Dr. Stehman-Breen and Mr. Cox. In the event that Dr. Incerti, Dr. Stehman-Breen or Mr. Cox is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy.

  3. Information Regarding Directors

    Information Regarding Directors The following paragraphs provide biographical information as of March 31, 2024, including principal occupation and business experience during the last five years, for each director, including each nominee for class I director. Information about the number of shares of common stock beneficially owned by each of our directors, including each nominee for class I director, appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.” There are no family relationships between or among any of our executive officers or directors, including each nominee for class I director.

  4. Class I Director Nominees, Term Expiring at the 2027 Annual Meeting of Stockholders, if elected

    Class I Director Nominees, Term Expiring at the 2027 Annual Meeting of Stockholders, if elected Carlo Incerti, M.D., 65, has served as a director of our company since March 2022. Dr. Incerti has served as an operating partner at Forbion since January 2019. Previously, he served as Senior Vice President, Chief Medical Officer and Head of Global Medical Affairs at Sanofi Genzyme, a healthcare company, from May 2011 to December 2018. Prior to the acquisition of Genzyme Corporation, a biotechnology company, by Sanofi in 2011, Dr. Incerti served as Senior Vice President of Global Market Access at Genzyme from 2010 to 2011 and held a number of positions at Genzyme in their European headquarters in the Netherlands from 1993 to 2010. Dr. Incerti serves as a member of the board of directors at Azafaros B.V., VectorY Therapeutics B.V. and Numab Therapeutics AG., and previously served as a director at MolMed SpA from 2016 to 2020, EryDel SpA from 2020 to 2023 and Inversago Pharma, Inc. from 2020 to 2023. Dr. Incerti is also a founding member of the International Rare Diseases Research Consortium. He received his medical degree from the University of Modena and Reggio Emilia in Italy. We believe Dr. Incerti is qualified to serve on our board based on his scientific background, his experience in the biopharmaceutical industry, including in rare disease drug development, and his experience as a director of biotechnology companies. Catherine Stehman-Breen, M.D., 61, has served as a director of our company since June 2019. Dr. Stehman-Breen has served as the Chief Executive Officer and a member of the board of directors of Chroma Medicine, Inc., a biotechnology company, since December 2020. Previously, Dr. Stehman-Breen served as the Chief Development Officer of Obsidian Therapeutics, Inc., a biotechnology company, from July 2019 to December 2020. Previously, she served as an entrepreneur-in-residence at Atlas Venture, serving as Chief Medical Officer of our company from March 2018 to July 2019 and as Chief Medical Officer of Disarm Therapeutics, Inc., a biotechnology company, from April 2018 to July 2019. Dr. Stehman-Breen also served as Chief Medical Officer of Sarepta Therapeutics, Inc. from March 2017 to December 2017. Prior to that, Dr. Stehman-Breen served as Vice President, Clinical Development and Regulatory Affairs at Regeneron Pharmaceuticals, Inc., a biotechnology company. Dr. Stehman-Breen serves as a member of the board of directors of Generation Bio Co. and Tenaya Therapeutics, Inc. Dr. Stehman-Breen earned a B.A. in biology and psychology from Colby College, an M.Sc. degree in epidemiology from the University of Washington, where she also conducted her residency and fellowship training, and an M.D. from the University of Chicago. We believe Dr. Stehman-Breen is qualified to serve on our board based on her extensive leadership experience, including her experience with clinical development and regulatory matters and in the life science industry. John G. Cox, 61, has served as our Chief Executive Officer and President and as a director since March 2024. Previously, Mr. Cox served as the Chief Executive Officer and a member of the board of directors of Repertoire Immune Medicines, Inc., a biotechnology company, from January 2020 to November 2022. Prior to that, Mr. Cox served as the Executive Chairman of Torque Therapeutics, Inc., or Torque, a biotechnology company, from January 2019 until September 2019, and as the Chief Executive Officer of Torque from September 2019 until January 2020, when Torque merged with another company to form Repertoire Immune Medicines, Inc. From February 2017 to September 2018, Mr. Cox served as Chief Executive Officer of Bioverativ Inc., a biotechnology company, which was acquired by Sanofi S.A. in February 2018. From 2003 to February 2017, Mr. Cox served in various roles at Biogen Inc., a biopharmaceutical company. From May 2016 until February 2017, he led the process to spin-off Biogen Inc.’s hematology division into an independent company, which became Bioverativ Inc.; from 2015 to 2016, Mr. Cox served as Executive Vice President of Global Commercial, Pharmaceutical & Technical Operations; and from 2010 to 2015, Mr. Cox served as Executive Vice President of Pharmaceutical Operations & Technology. Mr. Cox has served as a member of the board of directors of Minovia Therapeutics Ltd., a biotechnology company, since 2019 and of Canopy-Immuno Therapeutics Ltd., a biotechnology company, since March 2023. Mr. Cox previously served as a member of the board of directors of Sigilon Therapeutics, Inc., a biotechnology company, from March 2019 to August 2023 and Repligen Corporation, a biotechnology company, from 2014 to February 2020. Mr. Cox holds a B.S. in biology from Arizona State University, an M.B.A. from the University of Michigan and an M.S. in cell biology from California State University. We believe that Mr. Cox is qualified to serve on our board of directors based on his extensive leadership experience, qualifications, attributes and skills, including his biotechnology company board and executive experience.

  5. Class II Directors, Term Expiring at the 2025 Annual Meeting of Stockholders

    Class II Directors, Term Expiring at the 2025 Annual Meeting of Stockholders Edward Hurwitz, 60, has served as a director of our company since November 2018. Mr. Hurwitz has served as Managing Director of Precision BioVentures LLC since he founded the firm in 2013. Mr. Hurwitz was a Managing Director at MPM Capital from January 2017 until March 2023 and a Director at Alta Partners from 2002 through December 2014. Prior to joining Alta Partners, Mr. Hurwitz served as Senior Vice President and CFO of Affymetrix, Inc. from 1997 to 2002. Prior to his service at Affymetrix, Mr. Hurwitz was a biotechnology research analyst for Robertson Stephens & Company and Smith Barney Shearson and a lawyer at Cooley Godward LLP. Mr. Hurwitz serves as a member of the board of directors of MacroGenics, Inc. and several private companies, and previously served as a director at Applied Genetic Technologies Corporation from 2012 to 2022. Mr. Hurwitz earned his J.D. and M.B.A. degrees from the University of California, Berkeley, and his B.A. in molecular biology from Cornell University. We believe Mr. Hurwitz is qualified to serve on our board based on his education and professional background in science, business management and law, his work as a research analyst, senior executive, and lawyer in the biotechnology industry, his experience investing in life science companies, and his experience as a director of public and private biotechnology companies. Dirk Kersten, 49, has served as a director of our company since November 2018. Mr. Kersten has served as a general partner at Forbion since October 2018 and currently manages the Forbion Growth Opportunities Fund. Mr. Kersten is a physicist by training and previously was a managing director at INKEF Capital from May 2014 to August 2018, where he was responsible for all healthcare investment activities. Prior to joining INKEF Capital, Mr. Kersten was a partner at Gilde Healthcare Partners from 2006 to 2014, including a period of three years when he led its U.S. operations. Mr. Kersten currently also serves on the board of directors of the following private life sciences companies: NorthSea Therapeutics B.V. and Synox Therapeutics Limited. Previously Mr. Kersten served on the board of directors of Ascendis Pharma A/S, Lanthio Pharma (prior to its acquisition by Morphosys AG), ProFibrix B.V. (prior to its acquisition by The Medicines Company), and Nightbalance B.V. (prior to its acquisition by Royal Philips). Mr. Kersten received his M.S. in physics from the University of Groningen in the Netherlands. We believe Mr. Kersten is qualified to serve on our board based on his scientific background, his extensive experience investing in life science companies and his experience as a director of biotechnology companies.

  6. Class III Directors, Term Expiring at the 2026 Annual Meeting of Stockholders

    Class III Directors, Term Expiring at the 2026 Annual Meeting of Stockholders David Lubner, 59, has served as a director of our company since March 2020. Mr. Lubner served as Executive Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., a biotechnology company acquired by UCB S.A. in April 2020, from January 2016 until June 2020. Before joining Ra Pharmaceuticals, Mr. Lubner served as Chief Financial Officer of Tetraphase Pharmaceuticals, Inc., a biotechnology company, from its inception in 2006 to 2016, as Chief Financial Officer of PharMetrics Inc., a patient-based pharmacy and medical claims data informatics company, from 1999 until it was acquired by IMS Health in 2005 and as Vice President and Chief Financial Officer of ProScript, Inc. from 1996 to 1999. Mr. Lubner serves as a member of the board of directors of Arcellx Inc., Vor Biopharma, Inc. and Cargo Therapeutics, Inc. and several other private companies. Mr. Lubner previously served on the board of directors of Nightstar Therapeutics plc from 2017 until it was acquired by Biogen Inc. in June 2019, Therapeutics Acquisition Corporation (d/b/a as Research Alliance Corp. I), a blank check company focused on the healthcare industry from May 2020 to June 2021, Gemini Therapeutics, Inc. from 2020 to 2022 and Point Biopharma, Inc. from 2021 to 2023. Mr. Lubner is a Certified Public Accountant. He received his B.S. in business administration from Northeastern University and an M.S. in taxation from Bentley University. We believe Mr. Lubner is qualified to serve on our board based on his financial and leadership experience as a senior executive in the biotechnology industry and his experience as a director of a public biotechnology company, including serving as chair of the audit committee. Jason Rhodes, 54, has served as a director of our company since December 2017 and chairman of our board of directors since November 2018. Mr. Rhodes also served as our founding President and Chief Executive Officer from December 2017 to November 2018. Mr. Rhodes has been a partner at Atlas Venture since 2014. From 2010 to 2014, Mr. Rhodes was employed at Epizyme, Inc., a biotechnology company, where he most recently served as President and Chief Financial Officer. Mr. Rhodes serves as a member of the board of directors of Generation Bio Co. and several private companies, and previously served as a director at Replimune Group, Inc. from 2015 to 2022, Gemini Therapeutics, Inc. from 2016 to 2022, Bicycle Therapeutics, Inc. from 2016 to 2019 and Disarm Therapeutics, Inc. from 2016 to 2020. Mr. Rhodes earned a B.A. in history from Yale University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Rhodes is qualified to serve on our board based on his extensive knowledge of our company from his roles as our founding chief executive officer and chairman of our board of directors as well as his extensive leadership experience, his biotechnology company board experience and his experience investing in life science companies.

  7. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors The nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate director candidates. The process followed by the nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations and meetings from time to time to evaluate biographical information and background material relating to potential candidates. Final candidates, if other than our current directors, are interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors. To date, the nominating and corporate governance committee has not utilized third-party search firms to identify director candidates. The nominating and corporate governance committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate. Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, a statement as to the number of shares of our common stock beneficially owned by the stockholder making the recommendation, and certain other information as set forth in our amended and restated bylaws, to Nominating and Corporate Governance Committee, Attention: John G. Cox, President, Chief Executive Officer and Corporate Secretary, Dyne Therapeutics, Inc., 1560 Trapelo Road, Waltham, MA 02451. Assuming that appropriate biographical and background material has been provided on or before the dates set forth in the section below entitled “Stockholder Proposals for our 2025 Annual Meeting,” the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others, as described above. If the board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting. Stockholders also have the right under our amended and restated bylaws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or our board of directors, by following the procedures set forth under “Stockholder Proposals for our 2025 Annual Meeting.”

  8. Director Compensation

    Director Compensation The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a chair of one of our standing committees, during the year ended December 31, 2023. Josh Brumm, our former President and Chief Executive Officer, and former member of our board of directors, did not receive any additional compensation for service as a director during 2023. Mr. Brumm’s compensation as an executive officer is set forth below under “—Summary Compensation Table.”

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | | ($) | ($)(1) | ($)(2) | ($) | | Jason Rhodes | 78,000 | — | 205,166 | 283,166 | | Edward Hurwitz | 45,000 | — | 205,166 | 250,166 | | Carlo Incerti, M.D. | 45,000 | — | 205,166 | 250,166 | | Dirk Kersten | 57,500 | — | 205,166 | 262,666 | | Lawrence Klein, Ph.D.(3) | 26,250 | — | — | 26,250 | | David Lubner | 59,000 | — | 205,166 | 264,166 | | Catherine Stehman-Breen, M.D. | 48,750 | — | 205,166 | 253,916 |

  10. Director Compensation

    (1) As of December 31, 2023, the aggregate number of shares of our common stock held pursuant to restricted stock awards by each non-employee director was as follows: Mr. Rhodes, 0 shares; Mr. Hurwitz, 0 shares; Dr. Incerti, 0 shares; Mr. Kersten, 0 shares; Dr. Stehman-Breen, 78,742 shares; and Mr. Lubner 0 shares. (2) The amounts reported represent the aggregate grant date fair value of stock options awarded in 2023, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value are set forth in Note 7 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common underlying such stock options. As of December 31, 2023, our non-employee directors Mr. Lubner and Dr. Stehman-Breen each held 129,722 shares of common stock subject to outstanding option awards, Mr. Rhodes, Mr. Hurwitz and Mr. Kersten each held 64,092 shares of common stock subject to outstanding option awards, and Dr. Incerti held 64,093 shares of common stock subject to outstanding option awards. (3) Dr. Klein resigned from our board of directors effective May 24, 2023.

  11. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Under our non-employee director compensation program, we pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. The chairman of the board and of each committee receives higher retainers for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our board of directors. We also make initial and annual equity awards to our non-employee directors and reimburse them for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which they serve. 2023 Non-Employee Director Compensation Program In December 2022, our board of directors amended our non-employee director compensation program, effective January 1, 2023. Under our non-employee director compensation program for 2023, the cash fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director was a member were as follows:

  12. Non-Employee Director Compensation Policy

    | | Member Annual Fee | Chair Additional Annual Fee | | Board of Directors | $40,000 | $30,000 | | Audit Committee | 7,500 | 7,500 | | Compensation Committee | 5,000 | 5,000 | | Nominating and Corporate Governance Committee | 4,000 | 4,000 | | Research and Development Committee | 5,000 | 5,000 |

  13. Non-Employee Director Compensation Policy

    In addition, each non-employee director receives, upon his or her initial election or appointment to our board of directors, an option to purchase 49,800 shares of our common stock under our 2020 Stock Incentive Plan, or the 2020 Plan. Each of these options vested in equal monthly installments until all shares are vested on the third anniversary of the date of grant, subject to the non-employee director’s continued service as a director. Further, on the date of our 2023 annual meeting of stockholders, each non-employee director that had served on our board of directors for at least six months receives an option to purchase 24,900 shares of our common stock under the 2020 Plan. Each of these options vests in full on the earlier of the first anniversary of the date of grant and the next annual meeting of stockholders following the date of grant, subject to the non-employee director’s continued service as a director. All options issued to our non-employee directors under our director compensation program are issued at exercise prices equal to the fair market value of our common stock on the date of grant and have a term of ten years. 2024 Non-Employee Director Compensation Program In November 2023, our board of directors amended our non-employee director compensation program effective January 1, 2024. The amendment did not change the cash fees paid to our non-employee directors under the program. These fees are described in the table above. The amendment did modify the equity component of the program. Effective January 1, 2024, the grant to each non-employee director upon initial election to the board of directors is an option to purchase 50,267 shares of common stock and the annual grant to each non-employee director that has served on our board of directors for at least six months is an option to purchase 25,133 shares of common stock. The vesting terms, exercise price and expiration date of the initial grant and the annual grant under the amended non-employee director compensation program, effective January 1, 2024, were not changed and are the same as under the prior program described above.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers during the periods indicated.

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | | | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | ($) | | Josh Brumm | 2023 | 643,550 | 3,904,582 | 965,225 | 460,138 | 996(5) | 5,974,491 | | Former President and Chief Executive Officer(4) | 2022 | 610,000 | 1,709,371(6) | 1,661,236(7) | 335,500 | 996(5) | 4,317,103 | | Jonathan McNeill | 2023 | 430,468(8) | 1,046,199 | 522,287 | 230,880 | 996(5) | 2,230,830 | | Chief Business Officer | | | | | | | | | Susanna High | 2023 | 497,888 | 1,032,436 | 255,220 | 258,902 | 996(5) | 2,045,442 | | Chief Operating Officer | 2022 | 467,500 | 471,680 | 467,116 | 187,000 | 996(5) | 1,594,292 |

  16. Summary Compensation Table

    (1) The amounts reported represent the aggregate grant date fair value of stock awards granted in the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of stock awards in fiscal year 2023 are set forth in Note 7 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2) The amounts reported represent the aggregate grant date fair value of stock options awarded in the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of stock options awarded in fiscal year 2023 are set forth in Note 7 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3) The amounts reported represent performance-based cash bonuses earned by our named executive officers in the applicable year. See “—Narrative Disclosure to Summary Compensation Table—Annual Bonus” below for a general description of the criteria that our board of directors used to determine the performance-based cash bonuses. (4) Mr. Brumm resigned as our president and chief executive officer on March 25, 2024. (5) The amounts reported represent $813 in long-term disability insurance premiums and $183 in group term life insurance premiums in excess of statutory limits. (6) The amount reported includes $165,691 of incremental fair value related to a restricted stock unit award that was modified in June, 2022 to extend the performance period of the award, calculated in accordance with FASB ASC Topic 718. (7) The amount reported includes $158,340 of incremental fair value related to an option award that was modified in June, 2022 to extend the performance period of the award, calculated in accordance with FASB ASC Topic 718. (8) In 2023, we paid Dr. McNeill an annualized base salary of $416,936 until July 2023, when his annualized base salary increased to $444,000 in connection with his promotion to Chief Business Officer.

  17. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our named executive officers as of December 31, 2023.

  18. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name and Principal Position | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | | (#) | (#) | ($) | Date | (#) | ($)(1) | | Josh Brumm | 69,719 | —(2) | 1.03 | 1/5/2030 | — | — | | Former President and Chief Executive Officer | 250,138 | 57,725(3) | 5.54 | 7/30/2030 | — | — | | | 308,195 | 71,123(3) | 5.54 | 7/30/2030 | — | — | | | 153,931 | —(4) | 5.54 | 7/30/2030 | — | — | | | 260,634 | 60,147(5) | 19.00 | 9/15/2030 | — | — | | | 78,386 | —(6) | 19.00 | 9/15/2030 | — | — | | | 88,643 | 88,642(7) | 13.12 | 12/9/2031 | — | — | | | 55,500 | 166,500(8) | 10.72 | 12/8/2032 | — | — | | | 2,911 | 136,839(9) | 10.88 | 11/14/2033 | — | — | | | — | — | — | — | 26,756(10) | 355,855 | | | — | — | — | — | 59,096(11) | 785,977 | | | — | — | — | — | 108,000(12) | 1,436,400 | | | — | — | — | — | 358,877(13) | 4,773,064 | | Jonathan McNeill | 68,528 | —(14) | 0.73 | 02/25/2029 | — | — | | Chief Business Officer | 52,811 | 12,188(15) | 5.54 | 7/30/2030 | — | — | | | 27,193 | 6,276(15) | 5.54 | 7/30/2030 | — | — | | | 21,666 | —(16) | 5.54 | 7/30/2030 | — | — | | | 42,889 | 9,898(17) | 19.00 | 9/15/2030 | — | — | | | 14,063 | 10,937(18) | 21.01 | 07/09/2031 | — | — | | | 18,984 | 18,983(19) | 13.12 | 12/9/2031 | — | — | | | 15,750 | 47,250(20) | 10.72 | 12/8/2032 | — | — | | | 3,646 | 31,354(21) | 11.79 | 07/10/2033 | — | — | | | 780 | 36,665(22) | 10.88 | 11/14/2033 | — | — | | | — | — | — | — | 4,253(23) | 56,565 | | | — | — | — | — | 12,656(24) | 168,325 | | | — | — | — | — | 30,000(25) | 399,000 | | | — | — | — | — | 96,158(26) | 1,278,901 | | Susanna High | 88,283 | 20,374(27) | 5.54 | 7/30/2030 | — | — | | Chief Operating Officer | 179,144 | 41,342(27) | 5.54 | 7/30/2030 | — | — | | | 36,219 | —(16) | 5.54 | 7/30/2030 | — | — | | | 90,516 | 20,889(17) | 19.00 | 9/15/2030 | — | — | | | 30,236 | 30,236(19) | 13.12 | 12/9/2031 | — | — | | | 17,250 | 51,750(20) | 10.72 | 12/8/2032 | — | — | | | 770 | 36,182(22) | 10.88 | 11/14/2033 | — | — | | | — | — | — | — | 17,952(23) | 238,762 | | | — | — | — | — | 30,239(24) | 402,179 | | | — | — | — | — | 44,000(25) | 585,200 | | | — | — | — | — | 94,893(26) | 1,262,077 |

  19. Outstanding Equity Awards at 2023 Fiscal Year-End

    ______________ (1) The market value of our common stock is based on the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023. This option is fully vested. This option award was granted on July 31, 2020 and was originally scheduled to vest over four years in equal quarterly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested and became exercisable on March 25, 2024. As a result, this option has become fully vested. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. This option award was granted on July 31, 2020 and became fully vested upon the clearance date of an IND application submitted to the FDA with respect to one of our product candidates. On July 5, 2022, in connection with the clearance by the FDA of our IND application for DYNE-251, the Compensation Committee determined that the performance condition had been achieved. (5) This option award was granted on September 16, 2020 and was originally scheduled to vest over four years in equal monthly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested and became exercisable on March 25, 2024. As a result, this option has become fully vested. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. (6) This option award was granted on September 16, 2020 and became fully vested upon the clearance date of an IND application submitted to the FDA with respect to one of our product candidates. On July 5, 2022, in connection with the clearance by the FDA of our IND application for DYNE-251, the Compensation Committee determined that the performance condition had been achieved. (7) This option award was granted on December 10, 2021 and was originally scheduled to vest over four years in equal monthly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested and became exercisable on March 25, 2024. As a result, 44,321 options pursuant to this award vested as of March 25, 2024 and 33,241 have been forfeited. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. (8) This option award was granted on December 9, 2022 and was originally scheduled to vest over four year in equal monthly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested and became exercisable on March 25, 2024. As a result, 55,500 options pursuant to this award vested as of March 25, 2024 and 97,125 have been forfeited. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. (9) This option award was granted on November 15, 2023 and was originally scheduled to vest over four year in equal monthly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested and became exercisable on March 25, 2024. As a result, 34,937 options pursuant to this award vested as of March 25, 2024 and 93,167 have been forfeited. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. (10) These restricted stock units were granted on September 17, 2020 and were originally scheduled to vest over four years in equal annual installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested on March 25, 2024. As a result, these restricted stock units have fully vested. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. (11) These restricted stock units were granted on December 10, 2021 and were originally scheduled to vest over four years in equal quarterly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested on March 25, 2024. As a result, 29,548 of these restricted stock units have vested. Pursuant to Mr. Brumm's consulting agreement, effective as of March 25, 2024, any unvested restricted stock units held by Mr. Brumm as of March 25, 2024 for which vesting was not accelerated pursuant to Mr. Brumm's separation agreement will vest in full upon the earliest of (1) March 15, 2025, (2) the earlier termination of the consulting agreement by us without cause or by Mr. Brumm for breach and (3) a Change of Control (as defined in the Amended and Restated Executive Severance and Change in Control Benefits Plan). As a result, the remaining 22,161 restricted stock units may become vested in accordance with the immediately preceding sentence. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement.

  20. Outstanding Equity Awards at 2023 Fiscal Year-End

    These restricted stock units were granted on December 9, 2022 and were originally scheduled to vest over four years in equal quarterly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested on March 25, 2024. As a result, 36,000 of these restricted stock units have vested. Pursuant to Mr. Brumm's consulting agreement, effective as of March 25, 2024, any unvested restricted stock units held by Mr. Brumm as of March 25, 2024 for which vesting was not accelerated pursuant to Mr. Brumm's separation agreement will vest in full upon the earliest of (1) March 15, 2025, (2) the earlier termination of the consulting agreement by us without cause or by Mr. Brumm for breach and (3) a Change of Control (as defined in the Amended and Restated Executive Severance and Change in Control Benefits Plan). As a result, the remaining 63,000 restricted stock units may become vested in accordance with the immediately preceding sentence. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. These restricted stock units were granted on November 15, 2023 and were originally scheduled to vest over four years in equal quarterly installments, subject to continuous service. Pursuant to Mr. Brumm's separation agreement, a portion of the outstanding and unvested equity awards held by Mr. Brumm as of March 25, 2024 had the vesting accelerated such that the unvested portion of each such award that would have otherwise vested or been vested in accordance with the terms of such award as of March 25, 2025 if he had remained employed with us through such date vested on March 25, 2024. As a result, 89,718 of these restricted stock units have vested. Pursuant to Mr. Brumm's consulting agreement, effective as of March 25, 2024, any unvested restricted stock units held by Mr. Brumm as of March 25, 2024 for which vesting was not accelerated pursuant to Mr. Brumm's separation agreement will vest in full upon the earliest of (1) March 15, 2025, (2) the earlier termination of the consulting agreement by us without cause or by Mr. Brumm for breach and (3) a Change of Control (as defined in the Amended and Restated Executive Severance and Change in Control Benefits Plan). As a result, the remaining 246,730 restricted stock units may become vested in accordance with the immediately preceding sentence. For more information, see “—Employment and Other Arrangements with Our Named Executive Officers and Chief Executive Officer—Separation Agreement and Consulting Agreement with Josh Brumm” in this proxy statement. (14) This option is fully vested. (15) These option awards were granted on July 31, 2020 and vest over four years in equal quarterly installments, subject to continuous service. (16) These option awards were granted on July 31, 2020 and became fully vested upon the clearance date of an IND application submitted to the FDA with respect to one of our product candidates. On July 5, 2022, in connection with the clearance by the FDA of our IND application for DYNE-251, the Compensation Committee determined that the performance condition had been achieved. (17) These option awards were granted on September 16, 2020 and vest over four years in equal monthly installments, subject to continuous service. (18) This option award was granted on July 10, 2021 and vests over four years in equal quarterly installments, subject to continuous service. (19) These option awards were granted on December 10, 2021 and vest over four years in equal monthly installments, subject to continuous service. (20) These option awards were granted on December 9, 2022 and vest over four year in equal monthly installments, subject to continuous service. (21) This option award was granted on July 11, 2023 and vests over four years in equal monthly installments, with the first vesting occurring on August 1, 2023 and the remaining vesting occurring each month subsequent to the first vesting date, subject to continuous service. (22) These option awards were granted on November 15, 2023 and vest over four year in equal monthly installments, subject to continuous service. (23) These restricted stock units were granted on September 17, 2020 and vest over four years in equal annual installments, subject to continuous service. (24) These restricted stock units were granted on December 10, 2021 and vest over four years in equal quarterly installments, subject to continuous service. (25) These restricted stock units were granted on December 9, 2022 and vest over four years in equal quarterly installments, subject to continuous service. (26) These restricted stock units were granted on November 15, 2023 and vest over four years in equal quarterly installments, subject to continuous service. (27) This option award was granted on July 31, 2020 and vests over four years, with 25% of the shares vesting on July 31, 2021, and the remainder vesting in equal quarterly installments thereafter, subject to continuous service.