DEF 14A of Korro Bio, Inc.
Filed Apr 29, 2024 · FY20230001193125-24-119912
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS
PROPOSAL NO. 1—ELECTION OF TWO CLASS II 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:
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS
| • | the Class I directors are Nessan Bermingham, David L. Lucchino and Rachel Meyers, and their term expires at the annual meeting of stockholders to be held in 2026; |
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS
| • | the Class II directors are Ali Behbahani and Timothy Pearson, and their term expires at the Annual Meeting; and |
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS
| • | the Class III directors are Ram Aiyar and Jean-Francois Formela, and their term expires at the annual meeting of stockholders to be held in 2025. |
PROPOSAL NO. 1—ELECTION OF TWO CLASS II DIRECTORS
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 Ali Behbahani and Timothy Pearson for election as Class II 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 II is up for re-election at the Annual Meeting. Ali Behbahani and Timothy Pearson are both 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 2027 annual meeting of stockholders and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. In the event the nominees are unable or decline to serve as directors 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.
Nominees for Election as Class II Directors
Nominees for Election as Class II Directors Biographical information as of April 17, 2024, including principal occupation and business experience during the last five years, for our nominees for election as Class II directors at our Annual Meeting is set forth below. Ali Behbahani, M.D., M.B.A. Dr. Behbahani has served on the Board 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 the Board because of his extensive experience as a public company director and investor in the biotech industry. Timothy R. Pearson. Mr. Pearson has served on the Board 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 the Board 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. Our board of directors unanimously recommends voting “FOR” the election of Ali Behbahani and Timothy Pearson as Class II directors for a three-year term ending at the annual meeting of stockholders to be held in 2027.
Directors Continuing in Office
Directors Continuing in Office Biographical information as of April 17, 2024, 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. Ram Aiyar, Ph.D., M.B.A. Dr. Aiyar has served as our Chief Executive Officer and a director since completion of the Merger. 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 the Board because of his significant operational and senior management experience in the biopharmaceutical industry. Nessan Bermingham, Ph.D. Dr. Bermingham, one of Legacy Korro’s co-founders, has served as Chairperson of the Board 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 has served as Interim Chief Executive Officer of Everyone Medicines since October 2022. 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 the Board because of his significant leadership and investment experience in the biotech industry. Jean-Francois Formela, M.D., M.B.A. Dr. Formela, one of Legacy Korro’s co-founders, has served as a member of the Board 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: Scorpion Therapeutics, Inc., 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) 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 the Board. David L. Lucchino previously served as our President and Chief Executive Officer through completion of the Merger and has also served on the Board, each since November 2014 and was a co-founder of Frequency with Dr. Robert S. Langer and Dr. Christopher R. Loose. From December 2014 until June 2016, Mr. Lucchino served as the President of Entrega Bio, a biotechnology company focused on oral drug delivery technology. Prior to that, Mr. Lucchino cofounded Semprus BioSciences, or Semprus, a biotechnology company, and served as its President and Chief Executive Officer from June 2007 to June 2012. Mr. Lucchino oversaw the development of Semprus’ lead medical product, which received FDA clearance in 2012. Semprus was acquired by Teleflex, Inc., or Teleflex, in June 2012. Prior to Semprus, Mr. Lucchino worked at the investment firm Polaris Partners. He started his biotech career by Co-Founding LaunchCyte, an investment firm where he was also a Managing Director. Mr. Lucchino is the past chairman of the board of directors of MassBio, a nonprofit organization that represents over 1,500 life science firms and provides services and support for the biotechnology industry in Massachusetts. He is a member of the College of Fellows of the American Institute for Medical and Biological Engineering and was appointed by Massachusetts’ Governor Charlie Baker as a member of the Commonwealth’s STEM Advisory Council. Mr. Lucchino also served as a trustee of Mt. Auburn Hospital, a Harvard Medical School facility for fifteen years, a trustee of the Multiple Myeloma Research Foundation, and a member of the Board of NOLS (The National Outdoor Leadership School). Mr. Lucchino holds an MBA from the Massachusetts Institute of Technology’s Sloan School of Management, an M.S. from the Newhouse School of Journalism at Syracuse University, and a B.A. in Philosophy and Religious Studies from Denison University. We believe Mr. Lucchino is qualified to continue to serve on the Board because of his extensive management experience in the biotechnology and pharmaceutical industry. Rachel Meyers, Ph.D. Dr. Meyers has served as a member of the Board since November 2023. 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
Directors Continuing in Office
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 the Board.
Compensation Committee
| • | reviewing and recommending to the board of directors the compensation of our directors; and |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION On November 3, 2023, Frequency completed the Merger with Legacy Korro. At the effective time of the Merger, the management of Frequency was replaced with the management of Legacy Korro. Unless otherwise indicated, the disclosures in this section regarding Frequency’s common stock or securities convertible into common stock for periods or as of a date that precedes the closing of the Merger have been adjusted to give effect to the Reverse Stock Split, and the disclosures in this section regarding Legacy Korro’s common stock or securities convertible into Legacy Korro’s common stock for periods or as of a date that precedes the closing of the Merger have been adjusted to give effect to the Exchange Ratio and the Reverse Stock Split. 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.
2023 Summary Compensation Table
2023 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 during 2023.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Ram Aiyar | 2023 | 498,487 | — | — | 2,013,364 | 336,479 | 9,900(4) | 2,858,230 | | Chief Executive Officer and President | 2022 | 472,500 | — | — | 546,835 | 170,100 | 7,110 | 1,196,545 | | David L. Lucchino | 2023 | 558,767(6) | — | 1,338,400 | — | — | 1,981,098(7) | 3,878,265 | | Former President and Chief Executive Officer(5) | 2022 | 630,000 | — | 1,209,000 | 927,028 | 378,000 | 15,250 | 3,159,278 | | Vineet Agarwal | 2023 | 426,484 | 250,000(8) | — | 511,121 | 125,386 | 9,900(4) | 1,322,891 | | Chief Financial Officer | 2022 | 404,250 | — | — | 88,676 | 127,339 | 8,743 | 629,008 | | Steven Colletti | | | | | | | | | | Chief Scientific Officer(9) | 2023 | 361,667(6) | — | — | 1,087,385 | 151,269 | 47,047(10) | 1,647,368 | | Christopher R. Loose | 2023 | 294,211(6) | — | 533,358(12) | — | — | 752,905(13) | 1,580,474 | | Former Chief Scientific Officer(11) | 2022 | 480,344 | — | 604,500 | 226,580 | 192,138 | 15,250 | 1,518,812 |
2023 Summary Compensation Table
| 1. | Amounts represent the aggregate grant date value of the RSUs granted to our named executive officers during the applicable year, computed in accordance with FASB 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 values of the RSUs reported in this column are set forth in Note 11 of our financial statements included in our 2023 Annual Report. These amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the economic value that may be received by our named executive officers upon vesting and settlement of such awards or any sale of the shares of our common stock received. |
2023 Summary Compensation Table
| 2. | Amounts represent the aggregate grant date fair value of the stock option awards granted to our named executive officers during the applicable fiscal year, computed in accordance with FASB 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 2023 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. |
2023 Summary Compensation Table
| 3. | Amounts represent cash incentive compensation awarded in recognition of individual and/or company performance under our annual incentive compensation program. Refer to “—2023 Bonuses” below for additional information. |
2023 Summary Compensation Table
| 4. | Amount reported represents matching contributions to the named executive officer’s 401(k) account. |
2023 Summary Compensation Table
| 5. | Mr. Lucchino’s employment terminated in connection with the Merger but he continues to provide services to us as a non-employee member of our board. |
2023 Summary Compensation Table
| 6. | Amount reported reflects the prorated base salary for the named executive officer’s partial year of service with us during the applicable year. |
2023 Summary Compensation Table
| 7. | The amount reported represents severance paid to Mr. Lucchino in connection with his termination of employment in the amount of $1,958,224, comprised of $992,250, which represents 18 months of Mr. Lucchino’s 2023 base salary, $333,833, which represents Mr. Lucchino’s prorated annual bonus for the 2023 fiscal year, $396,900, which represents Mr. Lucchino’s target annual bonus for the 2023 fiscal year, $61,473 in company-paid COBRA premiums, and $173,768, which represents the value of the accelerated vesting of Mr. Lucchino’s equity awards in connection with his termination of employment as well as $16,500 in matching contributions made by us under the Frequency 401(k) plan and $6,374, the compensation earned by Mr. Lucchino for services on our board of directors after the Merger. |
2023 Summary Compensation Table
| 8. | Amount represents a transaction bonus awarded in connection with the completion of the Merger. |
2023 Summary Compensation Table
| 9. | Dr. Colletti was not a named executive officer for 2022. |
2023 Summary Compensation Table
| 10. | Amount represents $9,713 in matching contributions made by us under our 401(k) retirement plan and reimbursement of $37,334 for expenses incurred in connection with travel to work at our offices and housing in the greater Boston, Massachusetts area. |
2023 Summary Compensation Table
| 11. | Dr. Loose departed our company in connection with the Merger. |
2023 Summary Compensation Table
| 12. | Amount reported includes $31,458, which represents the incremental fair value, computed in accordance with FASB ASC Topic 718, related to the amendment of Dr. Loose’s RSUs in 2023 to accelerate the vesting of such RSUs in connection with termination of Dr. Loose’s employment. |
2023 Summary Compensation Table
| 13. | The amount reported represents severance paid to Dr. Loose in connection with his termination of employment in the amount of $736,405, comprised of $504,361 of continued base salary payments, $201,744, which represents Dr. Loose’s target annual bonus for the 2023 fiscal year, and $30,300 in company-paid COBRA premiums as well as $16,500 in matching contributions made by us under the Frequency 401(k) plan. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of the named executive officers as of December 31, 2023. For Messrs. Aiyar, Agarwal and Colletti, each equity award granted prior to the Merger were under the terms of the Legacy Korro Plan and each equity award granted following the Merger were under the terms of our 2023 Stock Option and Incentive Plan, or the 2023 Plan. For Mr. Lucchino and Dr. Loose, each equity award granted prior to the Merger were under the terms of Frequency’s 2019 Incentive Award Plan, or the 2019 Plan or Frequency’s the 2014 Stock Incentive Plan, as amended, or the 2014 Plan, and each equity award granted following the Merger were under the terms of the 2023 Plan.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Ram Aiyar | 11/2/2020(1) | 105,007 | 31,226 | 11.68 | 12/1/2030 | | | 1/27/2022(1) | 17,614 | 19,154 | 22.75 | 1/26/2032 | | | 1/1/2023(1) | — | 30,130 | 20.94 | 2/8/2033 | | | 11/3/2023(2) | 3,265 | 153,495 | 14.98 | 11/2/2033 | | David L. Lucchino | —(3) | 8,887 | — | 168.50 | 4/16/2029 | | | —(3) | 1,927 | — | 168.50 | 4/16/2029 | | | —(3) | 1,927 | — | 168.50 | 4/16/2029 | | | —(3) | 14,287 | — | 107.00 | 10/1/2029 | | | —(3) | 4,849 | — | 107.00 | 2/11/2030 | | | —(3) | 3,999 | — | 107.00 | 1/14/2031 | | Vineet Agarwal | 5/11/2021(1) | 26,385 | 14,484 | 11.68 | 5/29/2031 | | | 1/27/2022(1) | 2,854 | 3,107 | 22.75 | 1/26/2032 | | | 1/1/2023(1) | — | 2,590 | 20.94 | 1/23/2033 | | | 11/3/2023(2) | 969 | 45,578 | 14.98 | 11/2/2033 | | Steven Colletti | 2/21/2023(1) | — | 51,895 | 21.94 | 4/10/2033 | | | 11/3/2023(2) | 718 | 33,760 | 14.98 | 11/2/2033 | | Christopher R. Loose | —(3) | 7,211 | — | 168.50 | 2/3/2024(4) | | | —(3) | 1,284 | — | 168.50 | 2/3/2024(4) | | | —(3) | 1,284 | — | 168.50 | 2/3/2024(4) | | | —(3) | 2,935 | — | 107.00 | 2/3/2024(4) | | | —(3) | 1,149 | — | 107.00 | 2/3/2024(4) | | | —(3) | 1,399 | — | 107.00 | 2/3/2024(4) |
Outstanding Equity Awards at 2023 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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 3. | All of the shares subject to the stock option were vested as of December 31, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 4. | Dr. Loose’s service relationship with Frequency terminated on November 3, 2023. The date reported represents the expiration of the post-termination exercise period of the stock option. |
Non-Employee Director Compensation
Non-Employee Director Compensation On November 3, 2023, Frequency completed the Merger with Legacy Korro. At the effective time of the Merger, a majority of the Frequency directors resigned, with the exception of David Lucchino, and the remaining director vacancies were replaced by new directors designated by Legacy Korro. Accordingly, we have provided the compensation disclosure with respect to all directors of Frequency and Legacy Korro that served during 2023 and for those non-employee directors of Legacy Korro that were appointed to our Board in connection with the Merger. 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.
2023 Director Compensation Table
2023 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 2023. 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, 2023. Dr. Aiyar, our Chief Executive Officer and President, did not receive any additional compensation from us for services on our board of directors. Mr. Lucchino, the Chief Executive Officer and President of Frequency prior to the Merger, did not receive any additional compensation from Frequency for services on Frequency’s board of directors prior to the Merger or from us for services on our board of directors following the Merger. The compensation received by Dr. Aiyar and Mr. Lucchino, respectively, as our named executive officers is set forth above in “—2023 Summary Compensation Table.”
2023 Director Compensation Table
| Name | Fees Paid or Earned in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Current Non-Employee Directors | | | | | | Ali Behbahani(2) | 8,445 | 163,589 | — | 172,034 | | Nessan Bermingham(3) | 202,137 | 332,390 | — | 534,527 | | Jean-Francois Formela(4) | 8,206 | 163,589 | — | 171,795 | | Rachel Meyers(5) | 4,231 | 299,994 | — | 304,225 | | Timothy R. Pearson(6) | 9,560 | 163,589 | — | 173,149 | | Former Non-Employee Directors | | | | | | Timothy J. Barberich(7) | 65,285 | — | — | 65,285 | | Jordan Baumhardt(8) | — | — | — | — | | Hannah Chang(9) | — | — | — | — | | Cynthia L. Feldmann(10) | 42,120 | — | — | 42,120 | | Michael Huang(11) | 43,383 | — | — | 43,383 | | Omar Khwaja(12) | 21,016 | — | — | 21,016 | | Robert S. Langer(13) | 37,065 | — | 50,000(14) | 87,065 | | Joel S. Marcus(15) | 17,535 | — | — | 17,535 | | Alex Silverstein(16) | — | — | — | — | | Colin Walsh(17) | — | — | — | — |
2023 Director Compensation Table
| 1. | The amounts reported represent the aggregate grant date fair value of the stock option awards granted to our non-employee directors during fiscal year 2023, 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 2023 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. |
2023 Director Compensation Table
| 2. | As of December 31, 2023, Dr. Behbahani held options to purchase an aggregate of 16,000 shares of our common stock. |
2023 Director Compensation Table
| 3. | As of December 31, 2023, Dr. Bermingham held options to purchase an aggregate of 91,773 shares of our common stock. |
2023 Director Compensation Table
| 4. | As of December 31, 2023, Dr. Formela held options to purchase an aggregate of 16,000 shares of our common stock. |
2023 Director Compensation Table
| 5. | As of December 31, 2023, Dr. Meyers held options to purchase an aggregate of 12,551 shares of our common stock. |
2023 Director Compensation Table
| 6. | As of December 31, 2023, Mr. Pearson held options to purchase an aggregate of 16,000 shares of our common stock. |
2023 Director Compensation Table
| 7. | As of December 31, 2023, Mr. Barberich held options to purchase an aggregate of 2,335 shares of our common stock. |
2023 Director Compensation Table
| 8. | As of December 31, 2023, Mr. Baumhardt did not hold any options to purchase shares of our common stock. |
2023 Director Compensation Table
| 9. | As of December 31, 2023, Dr. Chang did not hold any outstanding equity awards. |
2023 Director Compensation Table
| 10. | As of December 31, 2023, Ms. Feldman held options to purchase an aggregate of 1,185 shares of our common stock. |
2023 Director Compensation Table
| 11. | As of December 31, 2023, Mr. Huang held options to purchase an aggregate of 888 shares of our common stock. |
2023 Director Compensation Table
| 12. | As of December 31, 2023, Dr. Khwaja held options to purchase an aggregate of 3,726 shares of our common stock. |
2023 Director Compensation Table
| 13. | As of December 31, 2023, Dr. Langer held options to purchase an aggregate of 7,737 shares of our Bio common stock. |
2023 Director Compensation Table
| 14. | Amounts represent consulting fees paid pursuant to a verbal consulting agreement with us prior to the termination of consulting services upon the closing of the Merger. The agreement entitled Dr. Langer to $5,000 in consulting fees per month. |
2023 Director Compensation Table
| 15. | As of December 31, 2023, Mr. Marcus held options to purchase an aggregate of 888 shares of our common stock. |
2023 Director Compensation Table
| 16. | As of December 31, 2023, Mr. Silverstein did not hold any outstanding equity awards. |
2023 Director Compensation Table
| 17. | As of December 31, 2023, Mr. Walsh did not hold any outstanding equity awards. |
2023 Director Compensation Table
Prior to the Merger Prior to the Merger, Legacy Korro did not have a formal policy to provide any cash or equity compensation to its non-employee directors for their service on the Legacy Korro board of directors or committees of its board of directors nor did any non-employee director receive any compensation for serving on Legacy Korro’s board of directors, except for Dr. Bermingham who received an annual payment of $187,500 for services on Legacy Korro’s board of directors prior to the Merger. Prior to the Merger, Frequency maintained a compensation program for Frequency non-employee directors, or the Frequency Director Program under which each Frequency non-employee director received the following amounts for their services on our board of directors:
2023 Director Compensation Table
| Annual Retainer for Board Membership | | | $35,000 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 Chairperson of the Board, Vice Chairperson of the Board, or Lead Independent Director: | $30,000 |
2023 Director Compensation Table
Under the Frequency Director Plan, Frequency non-employee directors were granted an option to purchase 29,693 (prior to the Reverse Stock Split) shares of our common stock upon the director’s initial election or appointment to our board of directors and, if the director had served on our board of directors for at least six months as of the date of an annual meeting of stockholders, an option to purchase 14,846 (prior to the Reverse Stock Split) shares of our common stock on the date of the annual meeting. The stock options granted to Frequency non-employee directors under the program had an exercise price equal to the fair market value of our common stock on the date of grant and expired not later than ten years after the date of grant. The stock options granted upon a director’s initial election or appointment vested in 36 substantially equal monthly installments following the date of grant. The stock options granted annually to directors vested in a single installment on the earlier of the day before the following annual meeting or the first anniversary of the date of grant. In addition, all unvested stock options vested in full upon the occurrence of a change in control. Director fees under the Frequency Director Program were payable in arrears in four equal quarterly installments not later than the fifteenth day following the final day of each calendar quarter, provided that the amount of each payment is prorated for any portion of a quarter that a director was not serving as a non-employee member of our board of directors. Following the Merger In connection with the Merger, we adopted a non-employee director compensation policy, or the Korro Director Policy. Under the Korro Director Policy, 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:
2023 Director Compensation Table
| 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 the Board: | $30,000 |
2023 Director Compensation Table
In addition, the Korro Director Policy provides that, upon initial election or appointment to the board, each new non-employee director will 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), 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. 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 with a value of $150,000 (subject to a 8,000 share maximum), 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.