DEF 14A of Korro Bio, Inc., Apr 29, 2025

DEF 14A of Korro Bio, Inc.

Filed Apr 29, 2025 · FY20240000950170-25-059533

Open on EDGAR

  1. PROPOSAL NO. 1—ELECTION OF THREE CLASS III DIRECTORS

    PROPOSAL NO. 1—ELECTION OF THREE CLASS III DIRECTORS Our board of directors currently consists of seven members. In accordance with the terms of our restated certificate of incorporation, 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. The members of the classes are divided as follows: the Class I directors are Nessan Bermingham and Rachel Meyers, and their term expires at the annual meeting of stockholders to be held in 2026; • the Class II directors are Ali Behbahani and Timothy Pearson, and their term expires at the annual meeting of stockholders to be held in 2027; and • the Class III directors are Ram Aiyar, Jean-François Formela and Katharine Knobil, and their term expires at the Annual Meeting. 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 restated certificate of incorporation, as amended, provides that the authorized number of directors may be changed only by resolution of our board of directors, subject to the rights of holders of our preferred stock. Our restated certificate of incorporation, as amended, also provides that our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of our capital stock entitled to vote at an election of directors, and that any vacancy on our board of directors, including newly created directorship in our board of directors, may be filled only by vote of a majority of our directors then in office, in each case subject to the rights of holders of our preferred stock. Our board of directors has nominated Ram Aiyar, Jean-François Formela and Katharine Knobil for election as Class III directors at the Annual Meeting. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class III is up for re-election at the Annual Meeting. Ram Aiyar, Jean-François Formela and Katharine Knobil are all presently directors, and have indicated a willingness to continue to serve as directors, if elected, and management has no reason to believe that such nominees will be unavailable to serve. If elected at the Annual Meeting, each of these nominees would serve until the 2028 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who may be designated by the present board of directors to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees named below.

  2. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors Biographical information as of April 15, 2025, including principal occupation and business experience during the last five years, for our nominees for election as Class III directors at our Annual Meeting is set forth below. Ram Aiyar, Ph.D., M.B.A. Dr. Aiyar has served as our Chief Executive Officer, President and a director since November 3, 2023 when we consummated a business combination, or the Merger, by and among our company (formerly known as Frequency Therapeutics, Inc., or Frequency), Frequency Merger Sub, Inc., or Merger Sub, and Korro Bio Inc., or Legacy Korro. Dr. Aiyar previously served as Chief Executive Officer and as a director of Legacy Korro since November 2020, and has served as its President since November 2021. Prior to joining Legacy Korro, Dr. Aiyar co-founded Corvidia Therapeutics, Inc. and most recently served its as Chief Financial Officer from January 2020 to November 2020 and Executive Vice President, Corporate and Business Development from February 2016 to November 2020. Prior to that, Dr. Aiyar held leadership roles in corporate development, product development, management, research, finance and strategy at BeneVir BioPharma, Inc., BioHealth Innovation, Inc., FlowMetric, Inc., Sofinnova Partners, J.P. Morgan Chase and Johnson & Johnson Pharmaceuticals (NYSE:JNJ). Dr. Aiyar is a co-founder and director of Protean Bio, Inc., a director of Triveni Bio, Inc. and a past director of Avidea Technologies, Inc. Dr. Aiyar holds an M.B.A. in finance and business strategy from INSEAD (France/Singapore), an M.S. in computer engineering and a Ph.D. in electrical and computer engineering from Drexel University, and a B.E. in electronics engineering from Mumbai University. We believe Dr. Aiyar is qualified to serve on our board of directors because of his significant operational and senior management experience in the biopharmaceutical industry. Jean-François Formela, M.D., M.B.A. Dr. Formela, one of Legacy Korro’s co-founders, has served as a member of our board of directors since completion of the Merger, and previously served on Legacy Korro’s board of directors since November 2018. Dr. Formela is currently a partner at Atlas Venture, a life sciences-focused venture capital firm, which he joined in 1993. Dr. Formela is a co-founder and director of IFM Therapeutics, and serves as a director of Ikena Oncology, Inc. (Nasdaq: IKNA), as well as a director of the following private companies: Sail Bio, Inc., Triveni Bio, Inc. and Travin Bio, Inc. Dr. Formela also previously served as a director of Intellia Therapeutics, Inc. (Nasdaq: NTLA), Spero Therapeutics (Nasdaq: SPRO), Scorpion Therapeutics, Inc. (acquired by Eli Lilly and Company), and several private companies. Dr. Formela is a member of the Mass General Brigham Innovation Advisory Board and a former trustee of the Boston Institute of Contemporary Art. Dr. Formela began his career as a physician practicing emergency medicine at Necker University Hospital in Paris. He holds an M.D. from the Paris University School of Medicine and an M.B.A. from Columbia University. We believe Dr. Formela’s experience as an investor and board member in the life sciences industry, as well as his scientific and medical knowledge, provides him with the qualifications and skills to serve on our board of directors. Katharine Knobil, M.D. Dr. Knobil, M.D. served as a member of our board of directors since August 2024. Dr. Knobil previously served as Chief Medical Officer of Agilent Technologies Inc., a laboratory products and software company from April 2021 to January 2024. Previously, Dr. Knobil served as Chief Medical Officer and Head of Research & Development at Kaleido Biosciences, Inc., a clinical-stage healthcare company targeting the microbiome to treat disease and improve health, from December 2018 to January 2021. Dr. Knobil spent more than 20 years in roles of increasing responsibility at GlaxoSmithKline plc (GSK), a pharmaceutical company, most recently serving as the corporate Chief Medical Officer from December 2017 to December 2018, overseeing medical affairs, health outcomes, global clinical safety and medical governance across the pharmaceutical, vaccines, and consumer businesses. Previously she was Chief Medical Officer for Pharmaceuticals at GSK from November 2015 to December 2017, and prior to that was senior vice president, value evidence and outcomes. Dr. Knobil first joined GSK in 1997 as a research physician in respiratory clinical development, and subsequently held a number of roles, including leading the European respiratory clinical team, and building the late-stage clinical development for all therapeutic areas in China. Dr. Knobil was named one of 2018’s Fiercest Women in Life Sciences by FiercePharma. Dr. Knobil currently serves on the board of directors of Marker Therapeutics, Inc. (Nasdaq: MRKR) since December 2021, the board of directors of Pliant Therapeutics, Inc. (Nasdaq: PLRX) since September 2022, the board of directors of Nimbus Therapeutics, LLC since February 2024, and the board of directors of Infinant Health, Inc. since March 2025. She was on the board of directors of Arena Pharmaceuticals, Inc. from June 2020 to March 2022 until its acquisition by Pfizer. Dr. Knobil received her B.A. from Cornell University, her M.D. from University of Texas Southwestern Medical School, and completed a Fellowship in Pulmonary and Critical Care Medicine at the Johns Hopkins Medical School. We believe Dr. Knobil’s extensive experience across a wide range of medical and scientific disciplines, including serving as Chief Medical Officer in the biopharmaceutical industry, provide her with the qualifications and skills to serve on our board of directors. Our board of directors unanimously recommends voting “FOR” the election of Ram Aiyar, Jean-François Formela and Katharine Knobil as Class III directors, each for a three-year term ending at the annual meeting of stockholders to be held in 2028.

  3. Directors Continuing in Office

    Directors Continuing in Office Biographical information as of April 15, 2025, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below. Ali Behbahani, M.D., M.B.A. Dr. Behbahani has served on our board of directors since completion of the Merger, and previously served as a member of Legacy Korro’s board of directors since August 2019. Dr. Behbahani joined New Enterprise Associates, Inc., or NEA, in 2007 and is a General Partner on the healthcare team. He previously held positions at The Medicines Company, Morgan Stanley Venture Partners and Lehman Brothers. Dr. Behbahani has served as a member of the board of directors of Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE) since April 2020, Black Diamond Therapeutics (Nasdaq: BDTX) since December 2018, Nkarta, Inc. (Nasdaq: NKTX) since August 2015, CRISPR Therapeutics AG (Nasdaq: CRSP) since April 2015, Arcellx, Inc. (Nasdaq: ACLX) since February 2015, Adaptimmune Therapeutics Plc (Nasdaq: ADAP) since September 2014, CVRx, Inc. (Nasdaq: CVRX) since July 2013, Minerva Surgical, Inc. (Nasdaq: UTRS) since May 2011, and was on the board of Nevro Corp. (NYSE: NVRO) from August 2014 to March 2019, Genocea Biosciences (Nasdaq: GNCA) from February 2018 to May 2022, and Oyster Point Pharma (Nasdaq: OYST) from July 2017 to January 2023. He also serves on a number of private company boards. Dr. Behbahani holds a B.S. in biomedical engineering, electrical engineering and chemistry from Duke University, an M.B.A. from the Wharton School of the University of Pennsylvania and an M.D. from the University of Pennsylvania School of Medicine. We believe Dr. Behbahani is qualified to serve on our board of directors because of his extensive experience as a public company director and investor in the biotech industry. Nessan Bermingham, Ph.D. Dr. Bermingham, one of Legacy Korro’s co-founders, has served as Chairperson of our board of directors since completion of the Merger, and previously served as Legacy Korro’s Chairman and on its board of directors since November 2021, and previously served as its President and Executive Chairman from November 2018 to November 2021. Dr. Bermingham has been an Operating Partner at Khosla Ventures since December 2021 and is currently Chairman of EveryONE Medicines, where he served as Interim Chief Executive Officer from October 2022 to July 2024. Previously, he co-founded and served as President and Chief Executive Officer of Triplet Therapeutics from November 2018 until July 2021. Dr. Bermingham was also a Venture Partner at Atlas Venture from February 2018 until July 2021. Dr. Bermingham also served as Interim Chief Executive Officer of Liberate Bio from October 2022 until February 2023. Prior to that role, Dr. Bermingham co-founded and served as President and Chief Executive Officer of Intellia Therapeutics (Nasdaq: NTLA) from 2014 to 2017. Dr. Bermingham currently serves on the boards of directors of a number of private companies and previously served on the board of Xilio Therapeutics (Nasdaq:XLO). He also previously served as the chair of the board of F-Star Therapeutics prior to its reverse merger and subsequent to its acquisition as a public company, and served on the boards of several private companies. Dr. Bermingham holds a bachelor’s degree in genetics from Queen’s University Belfast and a Ph.D. in molecular biology from Imperial College London, and was a Howard Hughes Associate Fellow at Baylor College of Medicine. We believe Dr. Bermingham is qualified to serve on our board of directors because of his significant leadership and investment experience in the biotech industry. Rachel Meyers, Ph.D. Dr. Meyers has served as a member of our board of directors since November 2023, and has served as the acting Chief Executive Officer of AmyGo Solutions, a privately held company dedicated to developing cutting-edge diagnostics for early detection and monitoring of amyloidosis, since January 2025. Dr. Meyers previously served as the Founder and Chief Scientific Officer at Faze Medicines, Inc. from June 2020 to January 2023. Prior to Faze Medicines, Dr. Meyers served as Entrepreneur-in-Residence at Third Rock Ventures. She also spent over 13 years at Alynlam Pharmaceuticals, Inc. from April 2003 to November 2016 and remains an active member of the scientific advisory board. Dr. Meyers also serves on several scientific advisory boards, including the National Advisory Board on Innovation and Entrepreneurship through the Department of Commerce. Rachel is listed as an inventor on many patents and patent applications, and has numerous peer-reviewed publications. Dr. Meyers completed her postdoctoral training at Harvard Medical School in the field of signal transduction and received her Ph.D. at the Massachusetts Institute of Technology in the field of in vitro transcription. We believe Dr. Meyers’ extensive experience in the biotech industry and her expertise in drug discovery and development, including in RNA-based medicines, provide her with the qualifications and skills to serve on our board of directors. Timothy R. Pearson. Mr. Pearson has served on our board of directors since completion of the Merger, and has served as the Chief Executive Officer of Carrick Therapeutics, a privately held oncology company, since July 2019. Mr. Pearson served as an Executive Vice President and the Chief Financial Officer of TESARO, Inc., an oncology-focused biopharmaceutical company, from 2014 until its acquisition by GlaxoSmithKline in February 2019. He served as an Executive Vice President, Chief Financial Officer and Treasurer of Catalyst Health Solutions, a publicly held pharmacy benefit management company, from 2011 until its acquisition by SXC Health Solutions in 2012. Prior to joining Catalyst Health Solutions, Mr. Pearson served as the Chief Financial Officer and Executive Vice President of MedImmune, Inc. Mr. Pearson has served on the board of directors of GlycoMimetics, Inc. (Nasdaq:GLYC) since 2014 and as its chairperson since 2019. He previously served on the board of directors of Ra Pharmaceuticals, Inc., a publicly held biopharmaceutical company until its acquisition by UCB in April 2020. Mr. Pearson is a Certified Public Accountant and holds dual B.S. degrees in business administration from the University of Delaware and in accounting from the University of Maryland, University College, as well as an M.S. degree in finance from Loyola College. We believe Mr. Pearson is qualified to serve on our board of directors because of his experience in the biopharmaceutical industry and his expertise in accounting and finance, strategic planning and leadership of complex organizations, and human capital management.

  4. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future could vary significantly from our historical practices and currently planned programs summarized in this discussion.

  5. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by and paid to our named executive officers for services rendered to us in all capacities during 2024.

  6. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Nonequity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Ram Aiyar | 2024 | 610,000 | — | — | 318,725 | 10,350(3) | 939,075 | | Chief Executive Officer and President | 2023 | 498,487 | — | 2,013,364 | 336,479 | 9,900(3) | 2,858,230 | | Kemi Olugemo | | | | | | | | | Chief Medical Officer(4) | 2024 | 292,728(5) | — | 2,249,399 | 180,320 | 8,065(3) | 2,730,512 | | Jeffrey Cerio | | | | | | | | | Senior Vice President, General Counsel and Corporate Secretary(6) | 2024 | 138,220(5) | 125,000(7) | 1,201,110 | 82,000 | — | 1,546,330 |

  7. 2024 Summary Compensation Table

    1. Amounts represent the aggregate grant date fair value of the stock option awards granted to our named executive officers during the applicable year, computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, rather than the amounts paid to or realized by the named executive officer. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in Note 11 of our financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock option awards or any sale of the underlying shares of our common stock. 2. Amounts represent cash incentive compensation awarded in recognition of individual and/or company performance under our annual incentive compensation program. The amount reported for Dr. Olugemo was not prorated for partial year of service with us during 2024, and the amount reported for Dr. Cerio was prorated for six months. Refer to “—2024 Bonuses” below for additional information. 3. Amount reported represents matching contributions to the named executive officer’s 401(k) account. 4. Dr. Olugemo joined our company on May 13, 2024. 5. Amount reported reflects the prorated base salary for the named executive officer’s partial year of service with us during 2024. 6. Dr. Cerio joined our company on August 30, 2024. 7. Amount reported reflects the sign-on bonus received in 2024 pursuant to Dr. Cerio's employment agreement.

  8. 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 each of the named executive officers as of December 31, 2024. For Dr. Aiyar, each equity award granted prior to the Merger were under the terms of the Legacy Korro Plan and each equity award granted following the Merger were under the terms of our 2023 Stock Option and Incentive Plan, or the 2023 Plan. For Drs. Olugemo and Cerio, each equity award were under the terms of our 2023 Plan.

  9. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Ram Aiyar | 11/2/2020(1) | 136,234 | — | 11.68 | 12/1/2030 | | | 1/27/2022(1) | 26,802 | 9,967 | 22.75 | 1/26/2032 | | | 1/1/2023(1) | 14,429 | 15,701 | 20.94 | 2/8/2033 | | | 11/3/2023(2) | 42,455 | 114,305 | 14.98 | 11/2/2033 | | Kemi Olugemo | 5/13/2024(1) | — | 65,000 | 50.48 | 6/2/2034 | | Jeffrey Cerio | 8/30/2024(1) | — | 40,000 | 44.37 | 9/2/2034 |

  10. Outstanding Equity Awards at 2024 Fiscal Year-End

    1. 1/4 of the shares subject to the stock option vest on the first anniversary of the vesting commencement date, and 1/48 of the shares subject to the stock option vest each month thereafter, in each case, subject to the named executive officer’s continuous service relationship with us through each applicable vesting date. The stock option is also subject to certain acceleration of vesting provisions as provided in the applicable named executive officer’s offer letter or employment agreement, as applicable. 2. 1/48 of the shares subject to the stock option vest each month following the vesting commencement date, in each case, subject to the named executive officer’s continuous service relationship with us through each applicable vesting date. The stock option is also subject to certain acceleration of vesting provisions as provided in the applicable named executive officer’s offer letter or employment agreement, as applicable.

  11. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, or the PVP Rules, we are providing information about the relationship between our company performance and executive compensation actually paid to our principal executive officer(s), or the PEO(s), and the other named executive officers, or the Non-PEO NEOs, as calculated in accordance with Item 402(v) of Regulation S-K. In the below pay versus performance table, we provide information about compensation of our named executive officers for each of the last two fiscal years, or the Covered Years. Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our named executive officers actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  12. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 (Aiyar)1, 2 ($) | Summary Compensation Table Total for PEO 2 (Lucchino)1, 2 ($) | Compensation Actually Paid to PEO 1 (Aiyar)3 ($) | Compensation Actually Paid to PEO 2 (Lucchino)3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 2, 4 ($) | Average Compensation Actually Paid to Non-PEO NEOs 4, 5 ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return 6 ($) | Net Income (in thousands) 7 ($) | | 2024 | $939,075 | $— | $(179,934) | $— | $2,138,421 | $1,778,028 | $20 | $(83,581) | | 2023 | $2,858,230 | $3,878,265 | $8,474,721 | $1,796,976 | $1,516,911 | $2,011,079 | $25 | $(81,172) |

  13. Pay Versus Performance

    David L. Lucchino served as our PEO through the completion of the Merger in November 2023. Following the Merger, Dr. Aiyar became our PEO. Dr. Aiyar was the sole PEO for 2024. Amounts reported in these columns represent (i) the “Total” compensation reported in the Summary Compensation Table, or SCT, for the indicated fiscal year in the case of our PEO(s) and (ii) the average of the “Total” compensation reported in the SCT for the Non-PEO NEOs in the indicated year. 3. Compensation actually paid to our PEOs represents the “Total” compensation reported in the SCT for the PEOs for the applicable fiscal year, adjusted as follows:

  14. Pay Versus Performance

    | | Compensation Actually Paid to PEO 1 (Aiyar) | | Compensation Actually Paid to PEO 2 (Lucchino) | | | | 2023 | 2024 | 2023 | 2024 | | Summary Compensation Table Total for PEO | $2,858,230 | $939,075 | $3,878,265 | $— | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(2,013,364) | $— | $(1,338,400) | $— | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b) | $6,355,830 | $— | $— | $— | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(b) | $1,065,352 | $(1,326,604) | $— | $— | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $117,928 | $— | $— | $— | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b) | $90,745 | $207,595 | $(742,889) | $— | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b) | $— | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | | Compensation Actually Paid | $8,474,721 | $(179,934) | $1,796,976 | $— |

  15. Pay Versus Performance

    (a) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our PEO(s) were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under U.S. GAAP. 4. 2024 Non-PEO NEOs include Dr. Cerio and Dr. Olugemo. 2023 Non-PEO NEOs include Mr. Agarwal, Steve Colletti, our former Chief Scientific Officer, and Christopher R. Loose, our former Chief Scientific Officer. Compensation actually paid to our Non-PEO NEOs represents the average “Total” compensation reported in the SCT for such Non-PEO NEOs for the applicable fiscal year, adjusted as follows:

  16. Pay Versus Performance

    | | 2023 | 2024 | | Summary Compensation Table Average Total for Non-PEO NEOs | $1,516,911 | $2,138,421 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $(710,621) | $(1,725,255) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b) | $1,513,455 | $1,364,862 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(b) | $131,134 | $— | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b) | $30,797 | $— | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b) | $(213,930) | $— | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b) | $(256,667) | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | | Compensation Actually Paid | $2,011,079 | $1,778,028 |

  17. Pay Versus Performance

    (a) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. (b) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our non-PEO NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under U.S. GAAP. 6. The comparison assumes $100 was invested in Frequency’s common stock on December 31, 2022. As supplemental disclosure, if $100 was invested in our common stock on November 3, 2023 (i.e., the date we closed our Merger), based on the closing price of our common stock on the day we began training on the Nasdaq after such closing, the amounts reported would be $320 and $254 at the end of fiscal years 2023 and 2024, respectively. Historic stock price performance is not necessarily indicative of future stock price performance. Represents U.S. GAAP net income as reflected in our audited financial statements.

  18. Non-Employee Director Compensation

    Non-Employee Director Compensation We have designed and implemented our compensation program for our non-employee directors to attract, motivate and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals.

  19. 2024 Director Compensation Table

    2024 Director Compensation Table The following table presents the total compensation for each person who served as a non-employee director on our board of directors during 2024. The non-employee directors included in the following table under the heading Current Non-Employee Directors were our non-employee directors as of December 31, 2024. Dr. Aiyar, our Chief Executive Officer and President, did not receive any additional compensation from us for services on our board of directors. The compensation received by Dr. Aiyar as one of our named executive officers is set forth above in “—2024 Summary Compensation Table.”

  20. 2024 Director Compensation Table

    | Name | Fees Paid or Earned in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Current Non-Employee Directors | | | | | | Ali Behbahani(2) | 53,000 | 149,978 | — | 202,978 | | Nessan Bermingham(3) | 87,500 | 149,978 | — | 237,478 | | Jean-François Formela(4) | 51,500 | 149,978 | — | 201,478 | | Katharine Knobil(5) | 15,577 | 299,990 | — | 315,567 | | Rachel Meyers(6) | 44,000 | 149,978 | — | 193,978 | | Timothy R. Pearson(7) | 60,000 | 149,978 | — | 209,978 | | Former Non-Employee Directors | | | | | | David L. Lucchino(8) | 26,154 | 172,210(9) | 21,912(10) | 220,276 |

  21. 2024 Director Compensation Table

    The amounts reported represent the aggregate grant date fair value of the stock option awards granted to our non-employee directors during fiscal year 2024, computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the non-employee directors. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in Note 11 of our financial statements included in our 2024 Annual Report. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our non-employee directors upon the exercise of the stock option awards or any sale of the underlying shares of our common stock. As of December 31, 2024, Dr. Behbahani held options to purchase an aggregate of 21,190 shares of our common stock. 3. As of December 31, 2024, Dr. Bermingham held options to purchase an aggregate of 96,963 shares of our common stock. 4. As of December 31, 2024, Dr. Formela held options to purchase an aggregate of 21,190 shares of our common stock. 5. As of December 31, 2024, Dr. Knobil held options to purchase an aggregate of 9,041 shares of our common stock. Dr. Knobil joined our board on August 26, 2024. 6. As of December 31, 2024, Dr. Meyers held options to purchase an aggregate of 17,741 shares of our common stock. 7. As of December 31, 2024, Mr. Pearson held options to purchase an aggregate of 21,190 shares of our common stock. 8. As of December 31, 2024, Mr. Lucchino held options to purchase an aggregate of 41,066 shares of our common stock. Mr. Lucchino resigned from the board on August 26, 2024 and entered into a consulting agreement with our company that will allow him to continue to vest (and receive) equity grants. See “Transactions with Related Persons—Consulting Agreement with David L. Lucchino” for more information regarding Mr. Lucchino’s consulting agreement. 9. Includes $22,232 of incremental fair value, calculated in accordance with FASB ASC Topic 718, with respect to the modification of Mr. Lucchino's options to extend their post-termination exercise periods in connection with Mr. Lucchino’s resignation from the board. 10. The amount reported represents (i) pro-rated cash compensation pursuant to Mr. Lucchino's consulting agreement with our company ($12,462) and (ii) reimbursements for legal fees incurred by Mr. Lucchino in connection with the negotiation of his consulting agreement ($9,450).

  22. 2024 Director Compensation Policy

    2024 Director Compensation Policy Our non-employee director compensation policy, or the Korro Director Policy, became effective in November 2023 and was subsequently amended in March 2025. Under the Korro Director Policy, as amended, our non-employee directors are eligible to receive cash retainers (which are be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:

  23. 2024 Director Compensation Policy

    | Annual Retainer for Board Membership | | | $40,000 for general availability and participation in meetings and conference calls of our board of directors | | | Additional Annual Retainer for Committee Membership | | | Audit Committee Chairperson: | $15,000 | | Audit Committee member (other than Chairperson): | $7,500 | | Compensation Committee Chairperson: | $10,000 | | Compensation Committee member (other than Chairperson): | $5,000 | | Nominating and Corporate Governance Committee Chairperson: | $8,000 | | Nominating and Corporate Governance Committee member (other than Chairperson): | $4,000 | | Additional Retainer for Non-Executive Chairperson or Lead director of our board of directors: | $30,000 |

  24. 2024 Director Compensation Policy

    In addition, prior to the March 2025 amendment, the then-effective Korro Director Policy provided that, upon initial election or appointment to the board, each new non-employee director would be granted a non-statutory stock option with a value of $300,000 (as determined in accordance with the policy and subject to a 16,000 share maximum). The Korro Director Policy, as amended by the March 2025 amendment, provides that each new non-employee director will be granted a non-statutory stock option equal to approximately 0.128% of the total number of shares of our common stock issued and outstanding on the grant date (rounded down to the nearest whole share), or the Director Initial Grant. The Director Initial Grant will vest in substantially equal annual installments over three years, subject to continued service as a non-employee director through the applicable vesting date. Pursuant to the then-effective Korro Director Policy prior to the March 2025 amendment, on the date of our 2024 annual meeting of stockholders, each non-employee director who had been serving as a non-employee director for at least six months as of such date and continued as a non-employee director following such meeting was granted an annual award of a non-statutory stock option with a value of $150,000 (subject to a 8,000 share maximum). The Korro Director Policy, as amended by the March 2025 amendment, provides that on the date of each annual meeting of our stockholders, each non-employee director who has been serving as a non-employee director for at least six months as of such date and will continue as a non-employee director following such meeting will be granted an annual award of a non-statutory stock option equal to approximately 0.064% of the total number of shares of our common stock issued and outstanding on the grant date (rounded down to the nearest whole share), or the Director Annual Grant. The Director Annual Grant will vest in full on the earlier of the one-year anniversary of the grant date or on the date of our next annual meeting of stockholders, subject to continued service as a non-employee director through the applicable vesting date. The Director Initial Grant and Director Annual Grants are subject to full accelerated vesting upon the sale of our company. All of the foregoing stock options will be granted with a per share exercise price equal to the fair market value of a share of our common stock on the date of grant and will have a 10-year term. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any of our non-employee directors for services as a director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual becomes a non-employee director and $750,000 in any other calendar year. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of the board or any committee thereof. Employee directors receive no additional compensation for their service as a director.