DEF 14A of Dyne Therapeutics, Inc., Apr 15, 2025

DEF 14A of Dyne Therapeutics, Inc.

Filed Apr 15, 2025 · FY20240000950170-25-053950

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 the nominees; • vote FOR one nominee and WITHHOLD your vote from the other nominee; or • WITHHOLD your vote from both 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 annual meeting of stockholders to be held in 2027; • the class II directors are Edward Hurwitz and Dirk Kersten, and their term will expire at the Annual Meeting; 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 Edward Hurwitz and Dirk Kersten for election as the class II directors at the Annual Meeting. Each of Mr. Hurwitz and Mr. Kersten 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 Mr. Hurwitz and Mr. Kersten. In the event that Mr. Hurwitz or Mr. Kersten 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, 2025, including principal occupation and business experience during the last five years, for each director, including each nominee for class II director. Information about the number of shares of common stock beneficially owned by each of our directors, including each nominee for class II 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 II director.

  4. Class I Directors, Term Expiring at the 2027 Annual Meeting of Stockholders

    Class I Directors, Term Expiring at the 2027 Annual Meeting of Stockholders Carlo Incerti, M.D., 66, 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., Synox Therapeutics Ltd. and Numab Therapeutics AG., and previously served as a director at MolMed SpA from 2016 to 2020, EryDel SpA from 2020 to 2023, Inversago Pharma, Inc. from 2020 to 2023, and Vectory B.V. from October 2020 to June 2024. 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., 62, has served as a director of our company since June 2019. Dr. Stehman-Breen served as the Chief Executive Officer and a member of the board of directors of Chroma Medicine, Inc., a biotechnology company, from December 2020 to December 2024. 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, 62, has served as our Chief Executive Officer and President and as a director of our company 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 2028 Annual Meeting of Stockholders, if elected

    Class II Directors, Term Expiring at the 2028 Annual Meeting of Stockholders, if elected Edward Hurwitz, 61, 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, 50, has served as a director of our company since November 2018. Prior to his promotion to a managing partner as of January 2025 at Forbion, Mr. Kersten served as a general partner 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., Stichting Administratiekantoor Koekeloerus, 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, 60, 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, Point Biopharma, Inc. from 2021 until it was acquired by Eli Lilly & Co. in December 2023. Mr. Lubner is a former 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, 55, 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. OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF MR. HURWITZ AND MR. KERSTEN.

  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 2026 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 2026 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, 2024. Josh Brumm, our former President and Chief Executive Officer, and former member of our board of directors, did not receive any compensation for service as a director during 2024. John G. Cox, our President and Chief Executive Officer, did not receive any additional compensation for service as a director during 2024. Each of Mr. Brumm’s and Mr. Cox’s compensation as an executive officer is set forth below under “Executive Compensation—Summary Compensation Table.”

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Total | | | ($) | ($)(1) | ($)(2) | ($) | | Jason Rhodes | 78,000 | — | 501,848 | 579,848 | | Edward Hurwitz | 45,000 | — | 501,848 | 546,848 | | Carlo Incerti, M.D. | 45,000 | — | 501,848 | 546,848 | | Dirk Kersten | 57,500 | — | 501,848 | 559,348 | | David Lubner | 59,000 | — | 501,848 | 560,848 | | Catherine Stehman-Breen, M.D. | 52,500 | — | 501,848 | 554,348 |

  10. Director Compensation

    _________________________________________________________________________________________________________________________ (1) As of December 31, 2024, 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, 0 shares; and Mr. Lubner 0 shares. (2) The amounts reported represent the aggregate grant date fair value of stock options awarded in 2024, calculated in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or 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, 2024. 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, 2024, 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 60,827 shares of common stock subject to outstanding option awards.

  11. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program 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. 2024 Non-Employee Director Compensation Program Under our non-employee director compensation program for 2024, 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 Program

    | | 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 Program

    In addition, under our non-employee director compensation program for 2024, each non-employee director received, upon his or her initial election or appointment to our board of directors, an option to purchase 50,267 shares of our common stock under our 2020 Stock Incentive Plan, or the 2020 Plan. Each of these options vest 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 2024 annual meeting of stockholders, each non-employee director that had served on our board of directors for at least six months received an option to purchase 25,133 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 non-employee 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. 2025 Non-Employee Director Compensation Program In December 2024, our board of directors amended our non-employee director compensation program effective January 1, 2025. The amendment changed both the cash and equity components under the program. Under our non-employee director compensation program for 2025, the cash fees to be 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 is a member are as follows:

  14. Non-Employee Director Compensation Program

    | | Member Annual Fee | Chair Additional Annual Fee | | Board of Directors | $45,000 | $35,000 | | Audit Committee | 10,000 | 10,000 | | Compensation Committee | 7,500 | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | 5,000 | | Research and Development Committee | 7,500 | 7,500 |

  15. Non-Employee Director Compensation Program

    In addition, effective January 1, 2025, each non-employee director upon his or her initial election or appointment to the board of directors shall receive an option to purchase shares of common stock with an equivalent fair value of $800,000 determined using a Black-Scholes valuation model (provided that the number of shares of common stock subject to the option may not exceed 70,000 shares) and the annual grant to each non-employee director that has served on our board of directors for at least six months shall be an option to purchase shares of common stock with an equivalent fair value of $400,000 determined using a Black-Scholes valuation model (provided that the number of shares of common stock subject to the option may not exceed 35,000 shares). 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, 2025, were not changed and are the same as under the 2024 program described above.

  16. Overview of Executive Compensation Process

    Overview of Executive Compensation Process In the fourth quarter of each year, our compensation committee reviews and approves annual base salary and bonus targets for the following year and annual equity grants for the current year. In the first quarter of each year, the compensation committee reviews and approves annual performance-based cash bonuses for the prior year. Our compensation committee may also review or determine the compensation of our executive officers throughout the course of the year, including in connection with new hires, promotions or other special circumstances as our compensation committee determines appropriate. Role of the Compensation Committee Our compensation committee is responsible for establishing and overseeing our executive compensation program. Our compensation committee sets base salaries and bonus targets, and grants bonuses and equity incentive awards to our executive officers. The compensation committee conducts a performance evaluation of our Chief Executive Officer and solicits and reviews our Chief Executive Officer's recommendations with respect to performance and adjustments to compensation opportunities for our other executive officers. The compensation committee also consults with our board of directors as to the design and achievement of corporate goals that drive compensation awards. In making decisions about the compensation of our NEOs, the compensation committee takes a well-rounded approach that considers a number of factors, which may include: our executive compensation program objectives; • our clinical and commercialization progress and other elements of operational or strategic performance; • relevant competitive market data and analyses prepared by our compensation consultant; • the expected future contribution of each individual executive officer in furthering achievement of our strategic and operational goals, including our clinical and commercialization objectives; • the current outlook of the biotechnology executive labor market generally; • the value and structure of historical compensation awards made to our executive officers, including the dilution and expense associated with stock-based compensation; and • internal pay equity, taking into consideration each individual’s impact on our business and performance. These factors provide a framework for decision-making regarding compensation opportunities and final compensation determinations for each NEO. No single factor is determinative in the compensation committee’s decision-making, or weighted in any predetermined manner, except with respect to our annual performance-based cash bonuses. Rather, the compensation committee members arrive at compensation decisions after considering relevant factors in light of their individual experience, business judgment and knowledge of our company, each executive, and the competitive market. Role of the Chief Executive Officer and Management As part of our annual compensation process, our Chief Executive Officer prepares performance reviews for executive officers other than himself and recommends annual salary increases, annual equity incentive awards and an achievement percentage of our company's corporate goals used to determine the annual cash incentive bonus to the compensation committee. Our Chief Executive Officer is not present during any deliberations or decision-making regarding his own compensation. As noted above, the compensation committee considers these recommendations as one factor in determining the compensation of our executive officers. In performing its responsibilities, the compensation committee also consults with other members of our management, including our Chief Financial Officer and Treasurer, Chief Human Resources Officer and Senior Vice President, Head of Legal. Role of the Compensation Consultant During its annual compensation review, our compensation committee also consults with external advisors. In 2023 and 2024, the compensation committee engaged Compensia as its independent compensation consultant to provide comparative data on executive and board of director compensation practices in our industry and assess our executive and board of directors' compensation relative to comparable companies. During 2023 and 2024, Compensia provided analysis and recommendations regarding: • trends and emerging topics with respect to executive compensation; • peer group selection for executive and board of directors' compensation benchmarking; • broad-based equity strategy and guidelines; • compensation practices of our peer group; • compensation philosophy and programs for executives and non-executives; and • board of directors' compensation. Compensia was engaged exclusively by the compensation committee and has not been retained by management to perform any work for the Company other than projects performed at the direction of the compensation committee. Compensia periodically meets with certain members of the Company’s senior management team for purposes of gathering information for its analyses and recommendations. In addition, when requested, Compensia representatives attended meetings of the compensation committee. The compensation committee reviewed information regarding the independence and potential conflicts of interest of Compensia, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on such review, the compensation committee concluded that the engagement of Compensia did not raise any conflict of interest.

  17. Defining and Comparing Compensation Benchmarks

    Defining and Comparing Compensation Benchmarks To achieve its objectives, our compensation committee evaluates our executive compensation program by considering compensation for comparable positions in the market. Specifically, our compensation committee endeavors to deliver market competitive compensation opportunities across the elements of compensation we provide, which primarily includes base salaries, annual cash incentives and long-term equity incentives typically in the form of RSUs and stock options. To assess the market competitiveness and structure of our compensation, the compensation committee compares our executive compensation against a peer group of companies. The compensation committee reviews the companies in our peer group annually, reviews Compensia’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to account for the dynamic nature of the biotechnology industry and ensure the peer group continues to properly reflect comparable companies based on industry, stage of development, market capitalization and headcount, as well as companies with which we compete for talented executives. The compensation committee also annually reviews the executive pay practices of other similarly situated companies as reported by Compensia through the survey data reported by the Radford Global Life Sciences Survey. In developing the peer group of companies that we used to determine annual base salaries and bonus targets for 2024 for our continuing executives and to determine the compensation package for John G. Cox, our compensation committee, with the assistance of Compensia, established a peer group based on the following primary and refinement criteria: • companies within the biotechnology and pharmaceutical industries (with a preference towards companies focused on severe muscle diseases); • companies with a market capitalization of between approximately 0.25x to 3x Dyne's 30-trading day average market cap at the time of selection; • pre-commercial, clinical stage companies with drugs in phase 1, 2 and/or 3 of development with the FDA; • companies with employee populations of not more than 250 persons; and • public companies based in the United States whose compensation and financial data are available in proxy statements or other public documents. Based on these criteria, our peer group approved by the compensation committee in 2023 was comprised of the following companies:

  18. Defining and Comparing Compensation Benchmarks

    | Avidity Biosciences* | Keros Therapeutics | Revolution Medicines | | Design Therapeutics* | Kymera Therapeutics | Rocket Pharmaceuticals | | Edgewise Therapeutics* | Morphic Holding* | Sangamo Therapeutics* | | Editas Medicine* | Nurix Therapeutics* | Stoke Therapeutics* | | Entrada Therapeutics* | PepGen* | Zentalis Pharmaceuticals* | | Fulcrum Therapeutics* | Pliant Therapeutics* | | | Generation Bio Co.* | Prelude Therapeutics* | |

  19. Defining and Comparing Compensation Benchmarks

    *: Reflects companies removed from the updated peer group approved in August 2024, as outlined below. The compensation committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our NEOs. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require that our compensation committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances. In light of the appreciation in our stock price and increase in market capitalization, which increased 253% and 481%, respectively, from January 2024 to August 2024, our compensation committee reviewed in August 2024 our peer group with Compensia to ensure the companies included in the peer group remained appropriate. As a result, for the purposes of informing decisions made in the later part of 2024, including annual equity incentive awards and certain new hire awards, in August 2024 the compensation committee made a number of additions and removals to our peer group to to ensure continued fit with the selection criteria outlined above. The changes were primarily made to ensure the market capitalization of the peer group aligned with the company's market capitalization as of August 2024. The compensation committee then approved the following revised peer group in August 2024:

  20. Defining and Comparing Compensation Benchmarks

    | Arcellx** | Cytokinetics** | Nuvalent** | | Arvinas** | Denali Therapeutics** | Revolution Medicines | | Beam Therapeutics** | IDEAYA Biosciences** | Rocket Pharmaceuticals | | BridgeBio Pharma** | Immunovant** | Xenon Pharmaceuticals** | | Celidex Therapeutics** | Intellia Therapeutics** | | | Crinetics Pharmaceuticals** | Keros Therapeutics | | | CRISPR Therapeutics AG** | Kymera Therapeutics | |

  21. Defining and Comparing Compensation Benchmarks

    **: Reflects new companies added to the peer group in August 2024. The peer group approved in August 2024 outlined above was used to determine the size of the annual equity incentive grants awarded to all employees in December 2024, including our then-serving NEOs, as discussed in further detail in "Annual Equity Grants" below and for the compensation granted to Johanna Friedl-Naderer, our Chief Commercial Officer, and Dr. Doug Kerr, our Chief Medical Officer, who commenced employment with us in September 2024.

  22. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | ✓ Maintain an industry-specific peer group for benchmarking pay ✓ Target pay based on market norms ✓ Design overall executive compensation programs to align pay and performance ✓ Use multiple incentive plan metrics covering key scientific, operational, strategic and people goals ✓ Maintain a clawback policy for equity and incentive compensation ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees ✓ Our compensation committee engages its own independent compensation consultant to assist the committee in its review of executive and director compensation practices | × Guaranteed annual salary increases or guaranteed bonuses × Allow hedging of company stock × Re-price stock options × Provide excessive perquisites × Provide supplemental executive retirement plans × Provide tax gross ups for excise tax | | ✓ Perform a risk assessment on our compensation programs ✓ Have double trigger (versus single trigger) vesting of outstanding equity awards following a change in control | |

  23. Executive Compensation Elements

    _________________________________________________________________________________________________ (1) Mr. Cox was appointed as our President and Chief Executive Officer on March 25, 2024. (2) Mr. Brumm ceased serving as our President and Chief Executive Officer on March 25, 2024. (3) Mr. Scalzo ceased serving as our Senior Vice President, Head of Finance and Administration on March 31, 2025. (4) Ms. Friedl-Naderer was appointed as our Chief Commercial Officer on September 3, 2024. Ms. Friedl-Naderer's annualized base salary in 2024 was 500,000 Swiss Francs. The amounts shown in the table above were converted to USD at a rate of $1.1445 per Swiss Franc, which was the average exchange rate from September 3, 2024 to December 31, 2024, the time period for which she was employed as our Chief Commercial Officer. (5) Dr. Kerr was appointed as our Chief Medical Officer on September 3, 2024. Annual Performance-based Cash Bonuses Our annual performance-based cash bonus program is designed to motive and reward our NEOs for achievements relative to our corporate objectives and expectations for each fiscal year and to provide annual performance-based cash bonuses that target between the 50th and 60th percentile of our peer group. The target bonus opportunity for our Chief Executive Officer is determined by our compensation committee, and the target bonus opportunity for all other NEOs is determined by our compensation committee with input from our Chief Executive Officer. For 2024, our compensation committee set the following target bonus opportunities for each NEO.

  24. Executive Compensation Elements

    | Name | 2024 Annualized Base Salary | Target Bonus | Target Bonus Award | | | ($) | % | ($) | | John G. Cox (1) | 700,000 | 60% | 420,000 | | Josh Brumm (2) | 670,000 | 55% | 368,500 | | Richard Scalzo (3) | 403,000 | 35% | 141,050 | | Oxana Beskrovnaya | 506,000 | 40% | 202,400 | | Johanna Friedl-Naderer (4) | 572,255 | 40% | 228,902 | | Douglas Kerr (5) | 530,000 | 40% | 212,000 |

  25. Executive Compensation Elements

    Mr. Cox's 2024 target bonus opportunity was established at the time of his hire. This amount reflects the full year bonus opportunity. Due to Mr. Cox's March 2024 start date, his 2024 bonus was pro-rated for service time. (2) Mr. Brumm was deemed ineligible for a bonus payment upon his separation from service. (3) These amounts reflect the full year bonus opportunity, which Mr. Scalzo received as he served as our Senior Vice President, Head of Finance and Administration for the entirety of 2024. (4) Ms. Friedl-Naderer's 2024 target bonus opportunity was established at the time of her hire. This amount reflects the full year bonus opportunity, which Ms. Friedl-Naderer received. The annual bonus awarded to Ms. Friedl-Naderer was paid in Swiss Francs based upon a salary of 500,000 Swiss Francs. The amounts shown in the table above were converted to USD at a rate of $1.1445 per Swiss Franc, which was the average exchange rate from September 3, 2024 to December 31, 2024, the time period for which she was employed as our Chief Commercial Officer. (5) Dr. Kerr's 2024 target bonus opportunity was established at the time of his hire. This amount reflects the full year bonus opportunity, which Dr. Kerr received. In February 2024, our compensation committee recommended, and our board of directors approved and established, the following corporate goals to assess our 2024 corporate performance. In January 2025, the compensation committee reviewed our achievements against these 2024 corporate goals to arrive at a corporate performance score of 105% to be used for purposes of calculating 2024 bonus payments. In making this determination, our compensation committee considered the significant clinical and regulatory progress made during 2024 and execution on our capital strategy to extend our expected cash runway into the second half of 2026. To the extent corporate goals are partially achieved or exceeded, our compensation committee may approve a partial achievement or overachievement percentage to each goal, as applicable.

  26. Executive Compensation Elements

    | Name | 2024 Annualized Base Salary | Target Bonus | Achievement | | 2024 Annual Cash Bonus | | | ($) | % | % | | ($) | | John G. Cox (1) | 700,000x | 60%x | 105% | = | 339,510 | | Josh Brumm (2) | — | — | — | | — | | Richard Scalzo | 403,000x | 35%x | 105% | = | 148,103 | | Oxana Beskrovnaya | 506,000x | 40%x | 105% | = | 212,520 | | Johanna Friedl-Naderer (3) | 572,255x | 40%x | 105% | = | 240,347 | | Douglas Kerr | 530,000x | 40%x | 105% | = | 222,600 |

  27. Executive Compensation Elements

    _________________________________________________________________________________________________ Due to Mr. Cox's March 2024 start date, his 2024 bonus was pro-rated for service time. Mr. Brumm was not eligible for a 2024 bonus award. The annual bonus awarded to Ms. Friedl-Naderer was paid in Swiss Francs based upon a salary of 500,000 Swiss Francs. The amounts shown are USD equivalent. The amounts shown in the table above were converted to USD at a rate of $1.1445 per Swiss Franc, which was the average exchange rate from September 3, 2024 to December 31, 2024, the time period for which she was employed as our Chief Commercial Officer. Equity Incentive Awards Although we do not have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants create an ownership culture and help to align the interests of our executive officers and our stockholders. We consider stock options to be inherently performance-based, particularly given our pre-commercial stage of development, and to provide our executive officers, which includes our NEOs, with a strong incentive to successfully achieve key long-term business objectives. We believe the grant of stock options to our executive officers, which includes our NEOs, creates alignment with the goals of our stockholders such that a significant portion of our executive officers' potential compensation is derived from appreciation in our stock price. In addition, we believe that equity grants' periodic vesting schedules promote executive retention by incentivizing our executive officers to remain in our employment during the vesting period. We have used stock options and RSUs to compensate our executive officers in the form of initial grants in connection with the commencement of employment and have granted stock options and RSUs as annual grants. Mr. Cox's initial equity award in connection with the commencement of his employment, however, was granted solely in stock options as discussed in further detail in the "New Hire Equity Awards" section below. In addition, from time to time we have granted certain employees, including our NEOs, supplemental RSUs in order to further promote retention and emphasize individual executive officers' impact on our organizational success. The options and RSUs that we have granted to our executive officers are typically subject to time-based vesting, generally over four years following the vesting commencement date, and in certain cases include performance conditions. Upon certain terminations of employment in connection with a change of control, vesting is fully accelerated. Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Annual Equity Grants Annual equity grants are typically granted to our NEOs in November or December of the applicable year. In 2024, the annual equity grants were granted in December 2024. In considering the grants, our compensation committee determined that the mix for the 2024 annual equity grants to our NEOs be split 50% in stock options and 50% in RSUs, based on grant date value. In determining the split of the annual equity grants between options and RSUs, the compensation committee determined that an even split was appropriate to provide incentive in the form of stock options that align NEO interests with those of our stockholders such that an increase in the stock price can increase potential NEO compensation. The RSU annual equity grant serves as an important retention vehicle, as RSUs align the interests of management and stockholders to promote stability and retention of our executive team while being less dilutive than stock options. In determining the size of the annual stock option and RSU grants to our NEOs, our compensation committee, with the assistance from Compensia, considered our company performance, the potential for enhancing the creation of value for our stockholders, the amount of equity previously awarded to the NEOs and the vesting terms of such prior awards, the company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels. None of our NEOs are currently party to an employment agreement that provides for an automatic award of equity grants, other than initial equity awards made in connection with the start of employment. In December 2024, our compensation committee made annual equity incentive awards in the form of stock options and RSUs to our NEOs employed at that time in the amounts set forth opposite their respective names in the table below. In addition, in December 2024, the compensation committee granted to Dr. Beskrovnaya a special retention restricted stock unit award for 27,400 shares which is scheduled to vest on the first anniversary of the date of grant.

  28. Executive Compensation Elements

    | Name | 2024 Annual Stock Option Awards (1) (2) | 2024 Annual RSU Awards (1) (3) | | John G. Cox | 232,100 | 145,300 | | Richard Scalzo | 52,300 | 32,700 | | Oxana Beskrovnaya | 62,400 | 39,100 | | Johanna Friedl-Naderer | 60,300 | 37,800 | | Douglas Kerr | 76,600 | 48,000 |

  29. Executive Compensation Elements

    Our compensation committee approved the grants effective as of December 4, 2024 for our then-serving NEOs. (2) The options granted to the NEOs have an exercise price of $29.44 per share, the closing price on the date of grant. The options are subject to time-based vesting, with shares underlying the award vesting over four years in equal monthly installments through December 4, 2028. (3) The RSUs are subject to time-based vesting, with shares of common stock underlying the RSUs vesting in equal quarterly installments over four years with the first installment vesting on March 4, 2025. New Hire Equity Grants In connection with the start of Mr. Cox’s, Ms. Friedl-Naderer’s and Dr. Kerr’s employment on March 25, 2024, September 3, 2024 and September 3, 2024, respectively, the compensation committee granted them equity awards in the form of stock options and/or RSUs, as reflected in the table below. These awards were granted under our 2024 Inducement Equity Incentive Plan, as an inducement material to entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4), in the case of Mr. Cox, and under our 2020 Stock Incentive Plan, in the case of Ms. Friedl-Naderer and Dr. Kerr.

  30. Executive Compensation Elements

    | Name | 2024 Annual Stock Option Awards (1) | 2024 Annual RSU Awards (2) | | John G. Cox | 679,853 | — | | Johanna Friedl-Naderer | 185,300 | 58,400 | | Douglas Kerr | 150,300 | 47,500 |

  31. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards The Company does not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information by the Company. We grant equity awards, including stock options and RSUs, to our employees and directors on an annual basis. The Company’s historical practice has been to make annual grants of equity awards, including options and RSUs, in the fourth quarter of each year, following the release of the Company’s financial results for its third fiscal quarter. As a result, these grants typically are made at a time when possession of material nonpublic information is less likely and after third quarter financial results have been released to the market. We also grant equity awards to individuals upon hire, certain promotions and for retention. New hire and promotion equity grants are granted based upon the date of the commencement of employment and effective date of the promotion, respectively. Retention grants are granted ad-hoc as the Company sees appropriate. As a result, in all cases, the timing of grants of equity awards occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  32. Summary Compensation Table

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

  33. 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) | ($) | ($) | | John G. Cox | 2024 | 536,986 | 4,277,632 | 15,533,800 | 339,510 | 796(5) | 20,688,724 | | President and Chief Executive Officer (4) | | | | | | | | | Josh Brumm | 2024 | 156,027 | 10,511,192(7) | 3,192,262(8) | — | 523,530(9) | 14,383,011 | | Former President and Chief Executive Officer (6) | 2023 | 643,550 | 3,904,582 | 965,225 | 460,138 | 996(10) | 5,974,491 | | | 2022 | 610,000 | 1,709,371(11) | 1,661,236(12) | 335,500 | 996(10) | 4,317,103 | | Richard Scalzo | 2024 | 403,000 | 962,688 | 970,876 | 148,103 | 1,005(14) | 2,485,672 | | Former Senior Vice President, Head of Finance and Administration (13) | | | | | | | | | Oxana Beskrovnaya | 2024 | 506,000 | 1,957,760 | 1,158,369 | 212,520 | 1,001(15) | 3,835,650 | | Chief Scientific Officer | 2023 | 477,061 | 1,019,652 | 252,064 | 248,072 | 996(10) | 1,997,845 | | | 2022 | 450,057 | 428,800 | 426,497 | 180,023 | 996(10) | 1,486,373 | | Johanna Friedl-Naderer | 2024 | 171,164 | 2,978,128 | 4,810,190 | 230,998 | - | 8,190,480 | | Chief Commercial Officer (16) | | | | | | | | | Douglas Kerr | 2024 | 172,795 | 2,930,270 | 4,415,647 | 222,600 | 335(18) | 7,741,647 | | Chief Medical Officer (17) | | | | | | | |

  34. 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 2024 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, 2024. (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 2024 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, 2024. The amounts reported represent performance-based cash bonuses earned by our NEOs in the applicable year. See “Compensation Discussion and Analysis—Annual Performance-based Cash Bonuses” for a general description of the criteria that our board of directors used to determine the performance-based cash bonuses. Mr. Cox commenced employment as our President and Chief Executive Officer on March 25, 2024, and therefore was not a named executive officer for 2023 or 2022. The amounts reported represent $644 in long-term disability insurance premiums and $152 in group term life insurance premiums in excess of statutory limits. (6) Mr. Brumm ceased serving our President and Chief Executive Officer effective March 25, 2024. (7) The amount reported represents incremental fair value related to RSU awards that were modified in March 2024 to accelerate the vesting of certain RSU awards in connection with Mr. Brumm's resignation, calculated in accordance with FASB ASC Topic 718. (8) The amount reported represents incremental fair value related to option awards that were modified in March 2024 to accelerate the vesting of certain option awards in connection with Mr. Brumm's resignation, calculated in accordance with FASB ASC Topic 718. (9) The amounts reported include $502,500 in severance payments to Mr. Brumm pursuant to his separation agreement entered into with the Company in connection with his resignation as our President and Chief Executive Officer, $20,822 in COBRA premiums, $170 in long-term disability insurance premiums and $38 in group term life insurance premiums in excess of statutory limits. (10) The amounts reported represent $813 in long-term disability insurance premiums and $183 in group term life insurance premiums in excess of statutory limits. (11) The amount reported includes $165,691 of incremental fair value related to an RSU award that was modified in June 2022 to extend the performance period of the award, calculated in accordance with FASB ASC Topic 718. (12) 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. (13) Mr. Scalzo was not an NEO for 2023 or 2022. Mr. Scalzo ceased serving as our Senior Vice President, Head of Finance and Administration effective March 31, 2025. (14) The amounts reported represent $813 in long-term disability insurance premiums and $192 in group term life insurance premiums in excess of statutory limits. (15) The amounts reported represent $813 in long-term disability insurance premiums and $188 in group term life insurance premiums in excess of statutory limits. (16) Ms. Friedl-Naderer commenced employment as our Chief Commercial Officer on September 3, 2024, and therefore was not an NEO for 2023 or 2022. Ms. Friedl-Naderer's salary and non-equity incentive plan compensation are paid in Swiss Francs. The amounts shown are USD equivalent. (17) Dr. Kerr commenced employment as our Chief Medical Officer on September 3, 2024, and therefore was not an NEO for 2023 or 2022. The amounts reported represent $271 in long-term disability insurance premiums and $64 in group term life insurance premiums in excess of statutory limits.

  35. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth information regarding grants of plan-based awards during the fiscal year ended December 31, 2024 to our NEOs.

  36. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Grant Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | John G. Cox | N/A | N/A | Annual Cash Bonus (4) | — | 420,000 | — | — | — | — | — | | | 3/25/2024 | 3/21/2024 | New Hire Option (5) | — | — | — | — | 679,853 | 26.06 | 11,225,189 | | | 12/4/2024 | 12/4/2024 | Annual Grant – Option (6) | — | — | — | — | 232,100 | 29.44 | 4,308,612 | | | 12/4/2024 | 12/4/2024 | Annual Grant – RSU (7) | — | — | — | 145,300 | — | — | 4,277,632 | | Josh Brumm | N/A | N/A | Annual Cash Bonus | — | — | — | — | — | — | — | | Richard Scalzo | N/A | N/A | Annual Cash Bonus | — | 141,050 | — | — | — | — | — | | | 12/4/2024 | 12/4/2024 | Annual Grant – Option (6) | — | — | — | — | 52,300 | 29.44 | 970,876 | | | 12/4/2024 | 12/4/2024 | Annual Grant – RSU (7) | — | — | — | 32,700 | — | — | 962,688 | | Oxana Beskrovnaya | N/A | N/A | Annual Cash Bonus | — | 202,400 | — | — | — | — | — | | | 12/4/2024 | 12/4/2024 | Annual Grant – Option (6) | — | — | — | — | 62,400 | 29.44 | 1,158,369 | | | 12/4/2024 | 12/4/2024 | Annual Grant – RSU (7) | — | — | — | 39,100 | — | — | 1,151,104 | | | 12/4/2024 | 12/4/2024 | Retention – RSU (8) | — | — | — | 27,400 | — | — | 806,656 | | Johanna Friedl-Naderer | N/A | N/A | Annual Cash Bonus | — | 210,000 | — | — | — | — | — | | | 9/3/2024 | 9/3/2024 | New Hire -Option (5) | — | — | — | — | 185,300 | 31.94 | 3,690,805 | | | 9/3/2024 | 9/3/2024 | New Hire – RSU (9) | — | — | — | 58,400 | — | — | 1,865,296 | | | 12/4/2024 | 12/4/2024 | Annual Grant – Option (6) | — | — | — | — | 60,300 | 29.44 | 1,119,385 |

  37. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Grant Type | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (2) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | | 12/4/2024 | 12/4/2024 | Annual Grant – RSU (7) | — | — | — | 37,800 | — | — | 1,112,832 | | Douglas Kerr | N/A | N/A | Annual Cash Bonus | — | 212,000 | — | — | — | — | — | | | 9/3/2024 | 9/3/2024 | New Hire – Option (5) | — | — | — | — | 150,300 | 31.94 | 2,993,675 | | | 9/3/2024 | 9/3/2024 | New Hire – RSU (9) | — | — | — | 47,500 | — | — | 1,517,150 | | | 12/4/2024 | 12/4/2024 | Annual Grant – Option (6) | — | — | — | — | 76,600 | 29.44 | 1,421,972 | | | 12/4/2024 | 12/4/2024 | Annual Grant – RSU (7) | — | — | — | 48,000 | — | — | 1,413,120 |

  38. 2024 Grants of Plan-Based Awards

    Represents the target cash bonus amount that each of our NEOs was eligible to receive as established by the compensation committee and described in Compensation Discussion and Analysis—Annual Performance-based Cash Bonuses”. Actual bonus amounts paid to each NEO are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2) The exercise price per share is equal to the last reported sales price of our common stock on the Nasdaq Global Select Market on the grant date. (3) Unless otherwise noted, amounts shown represent the aggregate grant date fair value of stock options and RSUs granted to our NEOs and are calculated in accordance with ASC 718. See Summary Compensation Table footnotes (1) and (2) for additional details. (4) This amount represents the target annual cash bonus for Mr. Cox if he was employed for the full fiscal year 2024. As discussed in the "Annual Performance-based Cash Bonuses" section above, his 2024 annual cash bonus was pro-rated for his March 2024 start date. (5) Represents a stock option award granted in connection with the NEO’s commencement of employment. 25% of the shares underlying the award vest on the first anniversary of the grant date, and the remaining shares vest in equal monthly installments over 36 months, subject to continued service. (6) Represents a stock option award that vests over four years in equal monthly installments through December 4, 2028. (7) Represents an RSU award that vests in equal quarterly installments over four years with the first installment vesting on March 4, 2025. (8) Represents an RSU award that vests in full on December 4, 2025. (9) Represents an RSU award that vests in equal annual installments over four years with the first installment vesting on September 3, 2025.

  39. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2024.

  40. Outstanding Equity Awards at 2024 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) | | John G. Cox | — | 679,853(2) | 26.06 | 3/24/2034 | — | — | | President and Chief Executive Officer | — | 232,100(3) | 29.44 | 12/3/2034 | — | — | | | — | — | — | — | 145,300(4) | 3,423,268 | | Richard Scalzo | 742 | —(5) | 19.00 | 9/15/2030 | — | — | | Former Senior Vice President, Head of Finance and Administration | 2,087 | 6,261(6) | 13.12 | 12/9/2031 | — | — | | | 3,437 | 21,771(7) | 8.58 | 7/10/2032 | — | — |

  41. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 3,750 | | 22,500(8) | 10.72 | | 12/8/2032 | — | — | | | 2,913 | | 25,481(9) | 10.88 | | 11/14/2033 | — | — | | | — | | 52,300(3) | 29.44 | | 12/3/2034 | — | — | | | — | — | — | — | — | — | 4,174(10) | 98,339 | | | — | — | — | — | — | — | 15,500(11) | 365,180 | | | — | — | — | — | — | — | 67,307(12) | 1,585,753 | | | — | — | — | — | — | — | 32,700(4) | 770,412 | | Oxana Beskrovnaya | 46,954 | | —(5) | 5.54 | | 7/30/2030 | — | — | | Chief Scientific Officer | 44,493 | | —(5) | 5.54 | | 7/30/2030 | — | — | | | 23,477 | | —(5) | 5.54 | | 7/30/2030 | — | — | | | 59,857 | | —(5) | 19 | | 9/15/2030 | — | — | | | 96,250 | | 13,750(13) | 19.05 | | 6/1/2031 | — | — | | | 41,090 | | 13,696(6) | 13.12 | | 12/9/2031 | — | — | | | 31,500 | | 31,500(8) | 10.72 | | 12/8/2032 | — | — | | | 9,884 | | 26,611(9) | 10.88 | | 11/14/2033 | — | — | | | — | | 62,400(3) | 29.44 | | 12/3/2034 | — | — | | | — | | — | — | | — | 9,131(10) | 215,126 | | | — | | — | — | | — | 20,000(11) | 471,200 | | | — | | — | — | | — | 70,289(12) | 1,656,009 | | | — | | — | — | | — | 39,100(4) | 921,196 | | | — | | — | — | | — | 27,400(14) | 645,544 | | Johanna Friedl-Naderer | — | | 185,300(15) | 31.94 | | 9/2/2034 | — | — | | Chief Commercial Officer | — | | 60,300(3) | 29.44 | | 12/3/2034 | — | — | | | — | | — | — | | — | 58,400(16) | 1,375,904 | | | — | | — | — | | — | 37,800(4) | 890,568 | | Douglas Kerr | — | | 150,300(15) | 31.94 | | 9/2/2034 | — | — | | Chief Medical Officer | — | | 76,600(3) | 29.44 | | 12/3/2034 | — | — | | | — | | — | — | | — | 47,500(16) | 1,119,100 | | | — | | — | — | | — | 48,000(4) | 1,130,880 | | Josh Brumm | — | | — | — | | — | 22,161(17) | 522,113 | | Former President and Chief Executive Officer | — | | — | — | | — | 63,000(18) | 1,484,280 | | | — | | — | — | | — | 246,730(19) | 5,812,959 |

  42. Outstanding Equity Awards at 2024 Fiscal Year-End

    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 31, 2024. (2) These option awards were granted on March 25, 2024 with 25% of the shares vesting on March 25, 2025 and the remaining shares vesting in equal monthly installments thereafter, subject to continuous service. (3) These option awards were granted on December 4, 2024 and vest over four years in equal monthly installments, subject to continuous service. (4) These RSUs were granted on December 4, 2024 and vest over four years in equal quarterly installments, subject to continuous service. (5) This option is fully vested. (6) These option awards were granted on December 10, 2021 and vest over four years in equal monthly installments, subject to continuous service. (7) These option awards were granted on July 11, 2022 and vest over four years in equal monthly installments starting July 1, 2022, subject to continuous service. (8) These option awards were granted on December 9, 2022 and vest over four years in equal monthly installments, subject to continuous service. (9) These option awards were granted on November 15, 2023 and vest over four years in equal monthly installments, subject to continuous service. (10) These RSUs were granted on December 10, 2021 and vest over four years in equal quarterly installments, subject to continuous service. (11) These RSUs were granted on December 9, 2022 and vest over four years in equal quarterly installments, subject to continuous service. (12) These RSUs were granted on November 15, 2023 and vest over four years in equal quarterly installments, subject to continuous service. (13) These option awards were granted on June 2, 2021, with 25% of the shares vesting on June 2, 2022 and the remaining shares vesting in equal quarterly installments after, subject to continuous service. (14) These RSUs were granted on December 4, 2024 and vest in full after one year on December 4, 2025, subject to continuous service. (15) These option awards were granted on September 3, 2024 with 25% of the shares vesting on September 3, 2025 and the remaining shares vesting in equal quarterly installments after, subject to continuous service. (16) These RSUs were granted on September 3, 2024 and vest over four years in equal annual installments, subject to continuous service. These RSUs 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 RSUs vested as of March 25, 2024. Pursuant to Mr. Brumm's consulting agreement, effective as of March 25, 2024, any unvested RSUs 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 RSUs vested in accordance with the immediately preceding sentence on March 15, 2025. 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 RSUs 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 RSUs vested as of March 25, 2024. Pursuant to Mr. Brumm's consulting agreement, effective as of March 25, 2024, any unvested RSUs 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 RSUs vested in accordance with the immediately preceding sentence on March 15, 2025. 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. (19) These RSUs 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 RSUs vested as of March 25, 2024. Pursuant to Mr. Brumm's consulting agreement, effective as of March 25, 2024, any unvested RSUs 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 RSUs vested in accordance with the immediately preceding sentence on March 15, 2025. 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.

  43. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table sets forth information regarding option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2024:

  44. Option Exercises and Stock Vested During 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) | | John G. Cox | — | — | — | — | | Josh Brumm | 1,625,500 | 39,374,538 | 220,838 | 6,176,574 | | Richard Scalzo | 241,470 | 4,943,159 | 37,225 | 1,162,134 | | Oxana Beskrovnaya | 98,426 | 2,172,731 | 47,383 | 1,472,979 | | Johanna Friedl-Naderer | — | — | — | — | | Douglas Kerr | — | — | — | — |

  45. Option Exercises and Stock Vested During 2024

    _________________________________________________________________________________________________ (1) The value realized when the stock options were exercised represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the stock options. (2) The value realized when the stock awards vested represents the number of shares underlying the units vested multiplied by market value of the shares on the vesting date.

  46. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table sets forth potential payments upon termination and change in control that would be made to our NEOs, assuming that such termination or change in control occurred on December 31, 2024, after giving effect to the severance benefits plan, except for Mr. Brumm, with respect to whom the disclosed amounts represent what he was actually paid in connection with his separation in March 2024. In addition to the amounts shown in the table below, each NEO would be entitled to receive payments for base salary through the date of termination and payment for any reimbursable business expenses incurred.

  47. Potential Payments upon Termination or Change in Control

    | | | Triggering Event | | | Name | | Resignation For Good Reason or Termination Without Cause - No Change-in-Control or More Than Twelve Months Following a Change in Control ($) | Resignation For Good Reason or Termination Without Cause Within One Year Following a Change in Control ($) | | | Benefits | | | | John G. Cox | Severance Payments | 700,000(1) | 1,680,000(2) | | | Continuation of Benefits | 22,440(3) | 33,660(4) | | | Market Value of Stock Vesting | 855,793(5) | 3,423,268(6) | | | Total | 1,578,233 | 5,136,928 | | Josh Brumm (7) | Severance Payments | 502,500 | — | | | Continuation of Benefits | 20,822 | — | | | Market Value of Stock Vesting | 17,393,519 | — | | | Total | 17,916,841 | — | | Richard Scalzo | Severance Payments | 302,250(8) | 544,050(9) | | | Continuation of Benefits | 23,425(10) | 31,233(11) | | | Market Value of Stock Vesting | — | 3,823,343(6) | | | Total | 325,675 | 4,398,626 | | Oxana Beskrovnaya | Severance Payments | 379,500(8) | 708,400(9) | | | Continuation of Benefits | 466(10) | 622(11) | | | Market Value of Stock Vesting | — | 4,856,009(6) | | | Total | 379,966 | 5,565,031 | | Johanna Friedl-Naderer | Severance Payments | 429,191(8) | 801,157(9) | | | Continuation of Benefits | 22,054(12) | 29,405(13) | | | Market Value of Stock Vesting | — | 2,266,472(6) | | | Total | 451,245 | 3,097,034 | | Douglas Kerr | Severance Payments | 397,500(8) | 742,000(9) | | | Continuation of Benefits | 23,425(10) | 31,233(11) | | | Market Value of Stock Vesting | — | 2,249,980(6) | | | Total | 420,925 | 3,023,213 |

  48. Potential Payments upon Termination or Change in Control

    Represents 12 monthly payments of monthly base salary from the time of termination. (2) Represents a lump sum payment equal to 18 months of Mr. Cox’s monthly base salary and 150% of his target annual cash bonus for 2024. (3) Represents the cost of premiums for continued health coverage under COBRA for up to 12 months. (4) Represents the cost of premiums for continued health coverage under COBRA for up to 18 months. (5) Represents the acceleration of vesting as to any outstanding and unvested equity awards that would have otherwise vested or been vested as of the first anniversary of the date of termination if Mr. Cox had remained employed with us through such date. The value of the acceleration would be equal to (i) in the case of stock options, the shares subject to unvested options multiplied by the excess (if any) of the then current stock price over the exercise price of the options and (ii) in the case of RSUs, the number of unvested RSUs multiplied by the then current stock price. For purposes of this table, we have calculated the value of the acceleration using the closing price of our common stock on December 31, 2024, or $23.56 per share. (6) Represents the acceleration of vesting as to all outstanding and unvested equity awards as of the date of termination for this individual. The value of the acceleration would be equal to (i) in the case of stock options, the shares subject to unvested options multiplied by the excess (if any) of the then current stock price over the exercise price of the options and (ii) in the case of RSUs, the number of unvested RSUs multiplied by the then current stock price. For purposes of this table, we have calculated the value of the acceleration using the closing price of our common stock on December 31, 2024, or $23.56 per share. (7) Represents the amounts payable pursuant to the separation and consulting agreements we entered into with Mr. Brumm on March 25, 2024. Represents 9 monthly payments of monthly base salary from the time of termination. Represents a lump sum payment equal to 12 months of the executive’s monthly base salary and 100% of his or her target annual cash bonus for 2024. Represents the cost of premiums for continued health coverage under COBRA for up to 9 months. (11) Represents the cost of premiums for continued health coverage under COBRA for up to 12 months. (12) Represents the cost of premiums for continued health coverage for up to 9 months. (13) Represents the cost of premium for continued health coverage for up to 12 months.

  49. Pay Versus Performance

    Pay Versus Performance The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers, or PEOs, and our other named executive officers, or Other NEOs, as presented in the Summary Compensation Table on page 38, or the SCT Amounts, (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the CAP Amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance. For discussion of how our compensation committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 25.

  50. Pay Versus Performance

    | | Brumm, Josh | | Cox, John G. | | | | Value of Initial Fixed $100 Investment Based on: | | | | Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income ($) | | 2024 | $14,383,011 | $9,762,179 | $20,688,724 | $17,011,433 | $5,563,363 | $6,020,534 | $198.15 | $91.15 | $(317.4) | | 2023 | 5,974,491 | 7,479,206 | — | — | 2,138,136 | 2,635,103 | 112 | 92 | (235.9) | | 2022 | 4,317,103 | 2,455,530 | — | — | 1,540,333 | 1,140,038 | 97 | 89 | (168.1) |

  51. Pay Versus Performance

    (1) For 2024, the first PEO was Josh Brumm, the second PEO was John G. Cox, and the Other NEOs were Richard Scalzo, Oxana Beskrovnaya, Johanna Friedl-Naderer, and Douglas Kerr. For 2023, the PEO was Josh Brumm and the other NEOs were Jonathan McNeill and Susanna High. For 2022, the PEO was Josh Brumm and the other NEOs were Oxana Beskrovnaya and Susanna High. (2) The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. The peer group used for this purpose is the Nasdaq Biotechnology Index.

  52. Pay Versus Performance

    | Adjustments | 2024 | | | 2023 | | | 2022 | | | | | Brumm, Josh | Cox, John G. | Other NEOs* | Brumm, Josh | Cox, John G. | Other NEOs* | Brumm, Josh | Cox, John G. | Other NEOs* | | Summary Compensation Table (SCT) Total | $14,383,011 | $20,688,724 | $5,563,363 | $5,974,491 | $— | $2,138,136 | $4,317,103 | $— | $1,540,333 | | Subtract: Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (13,703,454) | (19,811,432) | (5,045,982) | (4,869,807) | — | (1,428,071) | (3,370,607) | — | (897,047) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | — | 16,134,141 | 3,688,016 | 5,984,862 | — | 1,727,026 | 3,337,871 | — | 982,943 | | Add: Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 3,405,202 | — | 826,083 | 794,892 | — | 233,996 | (287,265) | — | (102,952) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | — | — | 24,375 | — | 17,722 | — | — | — | | Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 7,596,624 | — | 989,055 | (429,607) | — | (53,706) | (1,541,572) | — | (383,238) | | Subtract: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | (1,919,204) | — | — | — | — | — | — | — | — | | Compensation Actually Paid | $9,762,179 | $17,011,433 | $6,020,535 | $7,479,206 | $— | $2,635,103 | $2,455,530 | $— | $1,140,039 |

  53. Pay Versus Performance

    *Amounts presented are averages for the entire group of Other NEOs in each respective year. Guidance issued under the relevant rules states that we cannot use stock price as our Company-Selected Measure and we did not use any other financial performance measure for the most recently completed fiscal year to link CAP to Company performance. Our stock price has a significant impact on the value of equity-based awards granted to our NEOs, including stock options and RSUs. We therefore believe that, due to our use and focus on equity compensation, our stock price strongly links compensation paid to our NEOs to our performance. However, because we cannot use stock price as our Company-Selected Measure and we did not use any other financial performance measure, we have not listed a Company-Selected Measure in the Pay versus Performance Table. The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEOs and Other NEOs as compared to our cumulative total shareholder return, or TSR, and Peer Group TSR, net income (loss), as well as the relationship between TSR and Peer Group TSR: For each of the fiscal year’s shown, we believe the CAP Amounts for our PEOs and Other NEOs were consistent with the changes in our TSR and peer group TSR, reflecting the pay-for-performance approach applied by our compensation committee, but was not correlated to GAAP net income, which is not one of the performance measures we use to link compensation actually paid to our executives to company performance.