DEF 14A of Wave Life Sciences, Inc., Jun 23, 2025

DEF 14A of Wave Life Sciences, Inc.

Filed Jun 23, 2025 · FY20240001193125-25-144678

Open on EDGAR

  1. Board of Directors

    Board of Directors Pursuant to our Constitution, there is no maximum number of directors that may hold office at any time. Our Board of Directors (our “Board”) currently consists of nine members and each of our directors is elected annually. Our Constitution requires that each of our directors retire at each annual general meeting of our shareholders, and each retiring director is then eligible for re-election. On June 11, 2025, our Board accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate Paul B. Bolno, M.D., MBA, Mark H.N. Corrigan, M.D., Christian Henry, Peter Kolchinsky, Ph.D., Adrian Rawcliffe, Ken Takanashi, Aik Na Tan, Gregory L. Verdine, Ph.D., and Heidi L. Wagner, J.D., each currently a director of the Company, for election at the 2025 AGM. If each such nominee is elected, they will serve on our Board until our 2026 Annual General Meeting of Shareholders and until their successor has been elected and qualified. Pursuant to the Singapore Companies Act and our Constitution, our Board must have at least one director who is ordinarily resident in Singapore. Ms. Tan is currently our Singapore resident director. Due to the Singapore Companies Act requirement that we have at least one director who is ordinarily resident in Singapore in office at all times, the sole resident director cannot resign or step down unless there is at least one other resident director. In the event that Ms. Tan is not elected at the 2025 AGM, she will continue in office after the 2025 AGM as a member of our Board until her qualifying successor (i.e., a Singapore resident director) is appointed. Set forth below are the names of our directors, their ages as of June 6, 2025, their offices in our Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which they hold or have held directorships during the past five years. In addition, information about the specific experience, qualifications, attributes or skills that led to our Board’s conclusion at the time of filing of this proxy statement that each person listed below should serve as a director, is set forth below:

  2. Board of Directors

    | Name | Age | Position/Title | | Paul B. Bolno, M.D., MBA | 51 | President, Chief Executive Officer and Director | | Christian Henry | 57 | Chair of the Board | | Mark H.N. Corrigan, M.D. | 67 | Director | | Peter Kolchinsky, Ph.D. | 48 | Director | | Adrian Rawcliffe | 53 | Director | | Ken Takanashi | 61 | Director | | Aik Na Tan | 54 | Director | | Gregory L. Verdine, Ph.D. | 65 | Director | | Heidi L. Wagner, J.D. | 60 | Director |

  3. Board of Directors

    Paul B. Bolno, M.D., MBA has served as our President and Chief Executive Officer since December 2013 and as a director since April 2014. Since May 2020, Dr. Bolno has served as Chairman of the Scientific Advisory Group for the Nucleic Acid Therapy Accelerator (NATA) in the United Kingdom, and since December 2024, as Chairman of the Board of Directors to ExpressionEdits, a privately-held biotechnology company. From June 2020 through March 2024, Dr. Bolno served on the board of directors of SQZ Biotechnologies, a publicly-traded life sciences company that was acquired by STEMCELL Technologies Canada Acquisitions, Inc. in March 2024. Prior to joining us, he served at GlaxoSmithKline plc from 2009 to 2013 in various roles, including Vice President, Worldwide Business Development—Head of Asia BD and Investments, Head of Global Neuroscience BD, a director of Glaxo Welcome Manufacturing, Pte. Ltd. in Singapore and Vice President, Business Development for the Oncology Business Unit, where he helped establish GlaxoSmithKline’s global oncology business and served as a member of the Oncology Executive Team, Oncology Commercial Board and Cancer Research Executive Team. Prior to GlaxoSmithKline, he served as director of Research at Two River LLC, a health care private equity firm from 2004 to 2009. Dr. Bolno earned a medical degree from MCP-Hahnemann School of Medicine and an M.B.A. from Drexel University. He was a general surgery resident and cardiothoracic surgery postdoctoral research fellow at Drexel University College of Medicine. We believe that Dr. Bolno’s experience serving as our President and Chief Executive Officer since 2013, his medical degree and clinical training in cardiothoracic surgery, his business degree and experience evaluating life sciences companies in healthcare private equity, and his extensive business development and operating experience working in various roles at one of the world’s largest global healthcare companies qualify him to serve on our Board. Christian Henry has served as a director since November 2016, and as Chair of our Board since October 2017. Mr. Henry currently serves as the President and Chief Executive Officer of Pacific Biosciences, a publicly traded life sciences company, a position he has held since September 2020, and has also served on its board of directors since 2018. Mr. Henry has served on the board of directors of Ginkgo Bioworks, a publicly-traded synthetic biology company, since 2016, and previously served on the board of directors CM Life Sciences III Inc., a publicly-traded special purpose acquisition company, from April 2021 through December 2021. Mr. Henry served as Executive Vice President & Chief Commercial Officer of Illumina, Inc. from 2015 through January 2017, and previously served as Senior Vice President & Chief Commercial Officer from 2014 to 2015, Senior Vice President & General Manager Genomic Solutions from 2012 to 2014, Senior Vice President, Chief Financial Officer & General Manager Life Sciences from 2010 to 2012, Senior Vice President, Corporate Development & Chief Financial Officer from 2009 to 2010, Senior Vice President & Chief Financial Officer from 2007 to 2009, and Vice President & Chief Financial Officer from 2005 to 2006. Prior to joining Illumina, Inc., Mr. Henry served as the Chief Financial Officer of Tickets.com, Inc. from 2003 to 2005. From 1999 to 2003, Mr. Henry served as Vice President, Finance & Corporate Controller of Affymetrix, Inc. (acquired by Thermo Fisher Scientific in 2016). In 1997, Mr. Henry joined Nektar Therapeutics (formerly Inhale Therapeutic Systems, Inc.), as Corporate Controller, and later as its Chief Accounting Officer from 1997 to 1999. In 1996, Mr. Henry served as General Accounting Manager of Sugen, Inc. Mr. Henry began his career in 1992 at Ernst & Young LLP, where he was a Senior Accountant through 1996. Mr. Henry earned his B.A. in biochemistry and cell biology from the University of California, San Diego, and his M.B.A., with a concentration in finance, from the University of California, Irvine. We believe he is qualified to serve on our Board and as our Chair because of his proven strengths in corporate strategy, finance and operations, along with his extensive experience leading various functions at one of the largest and most innovative genetic healthcare companies, and his experience as a board member, board committee member and chief executive officer of publicly-traded life sciences companies. Mark H. N. Corrigan, M.D. has served as a director since September 2019. Dr. Corrigan currently serves on the board of directors of Silver Creek Pharmaceuticals, Inc. and AstronauTx LLC, both privately-held companies. Dr. Corrigan also serves as a Strategic Advisor to Ceretype Neuromedicine. Dr. Corrigan served as a member of the board of directors of Nabriva Therapeutics plc, a publicly traded commercial-stage biopharmaceutical company, from June 2021 to December 2023, and previously served on its board of directors from June 2017 to May 2020. Dr. Corrigan also served as chairman of the board of directors of Elios Therapeutics, LLC, a privately-held development-stage immuno-oncology company. Dr. Corrigan served as the Chief Executive Officer of Correvio Pharma Corp. (“Correvio”), from March 2019 to May 2020. Prior to joining Correvio, Dr. Corrigan was President of Research and Development at Tremeau Pharmaceuticals (of which he is also a co-founder) from 2016 to March 2019. Dr. Corrigan served as President and Chief Executive Officer of Zalicus, Inc. (formerly CombinatoRx) from 2010 to 2014. Prior to that time, from 2003 to 2009, Dr. Corrigan held the role of Executive Vice President, Research and Development at Sepracor Inc. From 2000 to 2003, Dr. Corrigan served as Group Vice President, Clinical Research & Experimental Medicine at Pharmacia Corporation. Prior to this, Dr. Corrigan held various roles at The Upjohn Company, The University of North Carolina, and the National Institute of Mental Health Center for Psychoneuroendocrinology in Adults and Children at Dorthea Dix Hospital. Dr. Corrigan previously served as a member of the board of directors of Avanir Pharmaceuticals, Inc., CoLucid Pharmaceuticals, Inc., Correvio Pharma Corp., and Cubist Pharmaceuticals, Inc. Dr. Corrigan holds an M.D. from the University of Virginia and received specialty training in psychiatry at Maine Medical Center and Cornell University. He received a Bachelor of Arts in Psychology from the University of Virginia. We believe he is qualified to serve on our Board because of his extensive experience working with clinical-stage, publicly-traded biopharmaceutical companies as a board member, board committee member and chief executive officer, his medical degree and clinical training in psychiatry, and his clinical and regulatory expertise.

  4. Board of Directors

    Peter Kolchinsky, Ph.D. has served as a director since January 2015. Dr. Kolchinsky is a founder and Managing Partner of RA Capital, a multi-stage investment manager which is dedicated to evidence-based investing in healthcare and life science companies that are developing drugs, medical devices, diagnostics, services and research tools, where he has worked since 2001. RA Capital is the investment manager of RA Capital Healthcare Fund, L.P. Dr. Kolchinsky has served as a member of the board of directors of ARS Pharmaceuticals Inc., a publicly-traded biopharmaceutical company, since August 2021, in addition to serving as a member of the board of directors of a number of privately-held companies. Dr. Kolchinsky previously served as a member of the board of directors of Forma Therapeutics Holdings, Inc., from December 2019 through October 2022, Dicerna Pharmaceuticals, Inc., from July 2013 to December 2019, Icosavax, Inc. from July 2021 to December 2023, Research Alliance Corporation I from April 2020 to June 2021, Research Alliance Corporation II from July 2020 to December 2022, and Synthorx, Inc., from May 2018 to January 2020, all of which were publicly-traded biopharmaceutical companies. Dr. Kolchinsky also leads RA Capital’s engagement and publishing efforts, which aim to make a positive social impact and spark collaboration among healthcare stakeholders, including patients, physicians, researchers, policymakers, and industry. He served on the Board of Global Science and Technology for the National Academy of Sciences from 2009 to 2012, is the author of “The Great American Drug Deal” and “The Entrepreneur’s Guide to a Biotech Startup”, and frequently writes and speaks on the future of biotechnology innovation. Dr. Kolchinsky earned his Ph.D. in virology from Harvard University and earned his bachelor’s degree in Biology from Cornell University. We believe he is qualified to serve on our Board because of his scientific acumen, his strong reputation as a thought leader in the life sciences industry, his extensive experience investing in and forming, building and growing life sciences companies and mentoring their management teams, as well as his experience as an institutional investor and his experience serving as a board member, board committee member, and board observer of various publicly-traded and privately-held healthcare and life science companies. Adrian Rawcliffe has served as a director since February 2017. Since September 2019, Mr. Rawcliffe has served as the Chief Executive Officer and on the board of directors of Adaptimmune Therapeutics plc. (“Adaptimmune”), a publicly traded clinical-stage biopharmaceutical company. Mr. Rawcliffe also serves on the board of directors of Adaptimmune Ltd., a privately-held company and subsidiary of Adaptimmune. From 2015 to September 2019, he served as Adaptimmune’s Chief Financial Officer. Prior to joining Adaptimmune, Mr. Rawcliffe served in various roles at GlaxoSmithKline plc, including Senior Vice President Finance, North America Pharmaceuticals and Global Franchises from 2011 to 2015; Senior Vice President, Worldwide Business Development and R&D Finance from 2006 to 2011; Vice President, Worldwide Business Development Transactions and Ventures from 2003 to 2005; and Vice President, Deal Structuring from 2001 to 2003. From 2005 to 2006, Mr. Rawcliffe served as the President and Managing Partner of SR One Ltd. Mr. Rawcliffe began his career as a supervisor at Coopers & Lybrand (now PricewaterhouseCoopers) from 1993 to 1997. Mr. Rawcliffe received his B.Sc. in Natural Sciences from the University of Durham, England. Mr. Rawcliffe also received Chartered Accountancy training through The Institute of Chartered Accountants in England and Wales (ICAEW). We believe he is qualified to serve on our Board because of his global operating and business leadership experience working in the biopharmaceutical industry, his experience as a board member, board committee member, chief financial officer and chief executive officer of publicly-traded biotechnology companies, and his extensive operating and corporate development experience working in various roles at one of the world’s largest global healthcare companies. Ken Takanashi has served as a director since July 2012. Since 2002, Mr. Takanashi has served in various executive management and director roles at Shin Nippon Biomedical Laboratories Ltd. (“SNBL”) and its affiliates and currently serves as its Executive Vice President, Representative Director. Mr. Takanashi was the Chief Financial Officer of SNBL USA, Ltd., a subsidiary of Shin Nippon Biomedical Laboratories, from 2012 to 2014. Since 2016, Mr. Takanashi has also served on the board of directors of Satsuma Pharmaceuticals, Inc., a biopharmaceutical company that was previously publicly-traded and became a privately-held company and wholly-owned subsidiary of SNBL on June 8, 2023. Mr. Takanashi also serves as a member of the board of directors of TMS Co., Ltd., a biopharmaceutical company listed on the Tokyo Stock Exchange, since March 2022. Mr. Takanashi earned an M.B.A. from the University of Warwick and received his bachelor’s degree from the University of Tokyo and is a Chartered Public Accountant. We believe he is qualified to serve on our Board because of his extensive experience leading global research and development organizations in the biopharmaceutical industry, his experience forming, building and taking life sciences companies public, his experience serving as a board member and board committee member of various publicly-traded life sciences companies, his long-standing history with Wave, his close familiarity with our Japanese operations, and his business, financial and accounting credentials. Aik Na Tan has served as a director since August 2020. Ms. Tan currently serves as Senior Vice-President (Administration) at Nanyang Technological University, Singapore (NTU), a position she has held since January 2020. From when she joined NTU in August 2016 to December 2017, she served as NTU’s Chief Financial Officer. She also served as NTU’s Chief Administrative Officer from April 2017 to December 2017 and as NTU’s Vice-President (Administration) from January 2018 to December 2019. Prior to joining NTU, Ms. Tan served as Global Finance Transformation Leader & Managing Director of the Chemours Company Singapore Pte Ltd, a spin-off from DuPont, from 2015 to 2016. From 1994 to 2015, Ms. Tan held numerous global and regional leadership roles at DuPont in accounting, corporate treasury, six sigma, financial systems, supply chain, operations, financial and strategic planning, including various positions at DuPont Company (Singapore) Pte Ltd, most recently serving as the Chief Financial Officer of DuPont Titanium Technologies from November 2011 to February 2015. Ms. Tan began her professional career as a tax assistant at Price Waterhouse. Ms. Tan holds a Bachelor of Accountancy degree from the Nanyang Technological University, Singapore, and is a member of the Institute of Singapore Chartered Accountants. We believe she is qualified to serve on our Board because of her extensive experience as a chief financial officer and chief administrative officer, her broad operations experience working in Singapore corporations, her experience working on boards of directors and committees thereof, as well as her business, financial and accounting credentials.

  5. Board of Directors

    Gregory L. Verdine, Ph.D. is one of our founders and has served as a director since July 2013. He was our President, Chief Executive Officer and Chief Scientific Officer from our inception through December 2013 and served as Chairman of our Board from July 2013 through September 2017. Since 1989, Dr. Verdine has served as the Erving Professor of Chemistry in the Department of Stem Cell and Regenerative Biology and the Department of Chemistry and Chemical Biology at Harvard University and Harvard Medical School; he is now Erving Professor of Chemistry, Emeritus. Dr. Verdine co-founded the non-profit Gloucester Marine Genomics Institute and Gloucester Biotechnology Academy in 2013 and served as the Founding President until 2016. He is the co-founder of Parabilis Medicines (formerly Fog Pharmaceuticals Inc.), a privately-held company, and served as President and Chief Executive Officer of the company from October 2015 to June 2023 and Vice Chairman of the Board of Directors from June 2023 to June 2024. He is also President and Chief Executive Officer and serves on the board of directors of LifeMine Therapeutics Inc., a privately-held company. Since August 2024, Dr. Verdine has served as Executive Chair at Biggie Bio, LLC and as sole Director of wholly-owned subsidiary VidaVinci, Inc., both privately held companies. Dr. Verdine also serves as Managing General Partner of LoLa Capital Partners, a new modality venture capital fund. He is also the founder of Warp Drive Bio (merged with Revolution Medicines, Inc. (Nasdaq: RVMD)) and served in various roles, from Chief Scientific Officer to Chief Executive Officer, from the company’s inception in 2012 until April 2016. Dr. Verdine founded Enanta Pharmaceuticals and served as a member of its board of directors from 1990 through its initial public offering in 2013. He has served as a Venture Partner at WuXi Healthcare Ventures, AppleTree Ventures, TPG Biotech and Third Rock Ventures, and he is currently a Venture Partner at Andreessen Horowitz. He has served on the Board of Scientific Counselors of the National Cancer Institute, and on the Board of Scientific Consultants of the Memorial Sloan Kettering Cancer Center, and was a Senior Advisor to Shin Nippon Biomedical Laboratories Ltd, Hofmann La Roche, Pfizer and Merck. Dr. Verdine is also a co-founder of Eleven Biotherapeutics, Tokai Therapeutics, Aileron Therapeutics, and Gloucester Pharmaceuticals (acquired by Celgene in 2010). He has also served as a director of the Chemical Biology Initiative and the Program in Cancer Chemical Biology at the Dana- Farber Cancer Institute. Dr. Verdine received his Ph.D. in Chemistry from Columbia University and completed postdoctoral work in Molecular Biology at the Massachusetts Institute of Technology and Harvard Medical School. We believe he is qualified to serve on our Board because of his expertise and deep knowledge of our technology as one of our co-founders, his vast expertise in new modality therapeutics, including as a co-inventor of the core Wave Life Sciences stereochemistry technology and leading expert in the field of stereopure oligonucleotide therapeutics, and his long track record of founding, advising and leading multiple successful biopharmaceutical companies. Heidi L. Wagner, J.D. has served as a director since September 2019. Ms. Wagner currently serves as Global Head of Government Affairs at ElevateBio, LLC, a privately-held biopharmaceutical company, a position she has held since March 2023. Ms. Wagner served as Senior Vice President, Government Affairs and Policy at Global Blood Therapeutics, Inc., from 2018 through January 2021. Prior to joining Global Blood Therapeutics, Ms. Wagner served as Senior Vice President, Global Governmental Affairs and a member of the Executive Committee at Alexion Pharmaceuticals, Inc. from 2012 to 2018, and as Vice President, Global Government Affairs from 2009 to 2012. Ms. Wagner held the role of Senior Director of Government Affairs at Genentech, Inc. from 2000 to 2009, and as Director, Government Affairs from 1998 to 1999. Prior to that time, she served as Health Policy Director and Consultant at Healthcare Leadership Council, and in various roles at Epstein Becker & Green and Groom & Nordberg, and the U.S. House of Representatives. Ms. Wagner currently serves as a member of the board of directors of the Lieber Institute for Brain Development, and as an advisory board member of the University of Colorado, College of Media, Communication and Information. Ms. Wagner also serves as a member of the board of directors and as a Trustee for the University of Colorado Foundation. From 2015 to 2018, she also served as a member of the board of directors of the European Confederation of Pharmaceutical Entrepreneurs. Ms. Wagner earned a J.D. from George Mason University School of Law and received a Bachelor of Science in Journalism and Mass Communication from the University of Colorado. We believe she is qualified to serve on our Board because of her enterprise leadership experience and her extensive experience as a government affairs executive driving strategy for government policy, pricing, reimbursement and patient access for various biopharmaceutical companies, including leading the pricing and reimbursement strategy, and implementing the global compliance programs for leading rare disease biopharmaceutical organizations.

  6. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  7. Compensation Discussion and Analysis

    | • | Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, which we seek to achieve through the discovery, development and potential commercialization of transformative medicines; |

  8. Compensation Discussion and Analysis

    | • | Align our executive officers’ interests with those of our shareholders through long-term incentives linked to specific performance. |

  9. Roles and Responsibilities in the Decision-making Process

    Roles and Responsibilities in the Decision-making Process Role of the Compensation Committee Pursuant to its charter, our Compensation Committee creates the policies that govern base salary, annual cash performance-based incentives, our long-term incentive program and other compensation and benefits for our executive officers. Our Compensation Committee also oversees various executive and employee compensation plans and programs and is responsible for monitoring these plans and programs to confirm that they adhere to our compensation philosophy and objectives. Our Compensation Committee determines the appropriate compensation levels for our executive officers, evaluates officer and director compensation plans, policies and programs, and reviews benefit plans for our executive officers. Our Compensation Committee believes that the total compensation paid to our executive officers should be fair, reasonable and competitive, and that a significant portion of the total compensation should be tied to our Company’s annual and long-term performance. Each year, our Compensation Committee reviews and discusses our executive officers’ proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. The Chief Executive Officer’s compensation is determined solely by the Compensation Committee. Role of Management Our Compensation Committee works with members of our management, including our Chief Executive Officer (except with respect to his own compensation), and our human resources, finance and legal professionals. Typically, our management assists the Compensation Committee by providing information on corporate and individual performance and management’s perspective and recommendations on compensation matters for each executive officer. Our Chief Executive Officer provides recommendations to the Compensation Committee regarding most compensation matters, including executive compensation and our annual and long-term incentive programs. However, the Compensation Committee does not delegate any of its functions to others in setting the compensation of our NEOs. Role of Compensation Consultant Our Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel and other advisors to assist in the evaluation of executive officer compensation. Our Compensation Committee engaged Aon Consulting Inc. (“Aon”), through its Human Capital Solutions, a division of Aon plc., and an independent executive compensation consulting firm, to review our executive compensation policies and practices and to conduct an executive compensation market analysis. For 2024, Aon reviewed and advised on all principal aspects of our executive compensation program, including:

  10. Roles and Responsibilities in the Decision-making Process

    | • | Assisting in developing a peer group of publicly traded companies to be used to help assess executive compensation; |

  11. Roles and Responsibilities in the Decision-making Process

    | • | Assisting in developing a competitive compensation strategy and consistent executive compensation assessment practices relevant to a public company, including review and recommendation of the annual performance-based cash incentive program as well as the equity strategy for the Company covering dilution, grant levels and type of equity; and |

  12. Peer Companies and Use of Market Data

    Peer Companies and Use of Market Data In determining market competitiveness of executive officer compensation, our Compensation Committee, with the assistance of its independent compensation consultant, Aon, evaluates the market competitiveness of compensation for each of our executive officers in order to guide target compensation decisions for the coming year. Our Compensation Committee references a peer group of publicly traded companies in the biopharmaceutical industry for purposes of gathering data to compare with our existing executive compensation levels and practices and as context for future compensation decisions. Our Compensation Committee reviews and updates the compensation peer group each year, as appropriate, to include companies that the Compensation Committee believes are therapeutic focus, market capitalization, number of employees, structure, financial profile and geographic proximity to the Cambridge biotech cluster, as applicable. We also recognize that it is unlikely for companies to align equally on all factors, so we consider companies that meet a majority of the criteria. Due to the nature of our business, we compete for executive talent with many companies much larger than we are. Our Compensation Committee considers peer group and other industry compensation data and the recommendations of our compensation consultant when making decisions related to executive compensation, ultimately giving consideration to the competitiveness of our compensation program, internal perceptions of equity and individual performance and role. In November 2023, our Compensation Committee determined that our peer group for purposes of setting 2024 executive compensation would consist of the following 15 companies that were selected among publicly traded biopharmaceutical companies:

  13. Peer Companies and Use of Market Data

    | • | Alector, Inc. |

  14. Peer Companies and Use of Market Data

    | • | Arcturus Therapeutics Holdings, Inc. |

  15. Peer Companies and Use of Market Data

    | • | Arrowhead Pharmaceuticals, Inc. |

  16. Peer Companies and Use of Market Data

    | • | Avidity Biosciences, Inc. |

  17. Peer Companies and Use of Market Data

    | • | Beam Therapeutics, Inc. |

  18. Peer Companies and Use of Market Data

    | • | Denali Therapeutics, Inc. |

  19. Peer Companies and Use of Market Data

    | • | Dyne Therapeutics, Inc. |

  20. Peer Companies and Use of Market Data

    | • | Editas Medicine, Inc. |

  21. Peer Companies and Use of Market Data

    | • | Intellia Therapeutics, Inc. |

  22. Peer Companies and Use of Market Data

    | • | Ionis Pharmaceuticals, Inc. |

  23. Peer Companies and Use of Market Data

    | • | Prime Medicine, Inc. |

  24. Peer Companies and Use of Market Data

    | • | PTC Therapeutics, Inc. |

  25. Peer Companies and Use of Market Data

    | • | Sangamo Therapeutics |

  26. Peer Companies and Use of Market Data

    | • | Stoke Therapeutics, Inc. |

  27. Peer Companies and Use of Market Data

    | • | Verve Therapeutics, Inc. |

  28. Peer Companies and Use of Market Data

    Our Compensation Committee finds comparative data from our peer group to be useful in setting and adjusting executive compensation, but it does not target our programs or any particular element of compensation to be at or within a particular percentile or range compared to our peers. Our Compensation Committee uses the peer group data primarily to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peers, and applies judgment and discretion in establishing targeted compensation levels taking into account not only competitive market data but also the experience of the executive, scope of responsibility, critical skill sets and expertise.

  29. Pay Practices

    | • | Independent compensation consultant — Our Compensation Committee engages its own compensation consultant and reviews its independence from management. |

  30. Pay Practices

    | • | Multi-year vesting — The equity awards granted to our executive officers generally vest over multi-year periods, consistent with current market practice and our retention objectives. |

  31. Components of Executive Compensation

    | • | Annual performance-based cash incentive compensation; and |

  32. Components of Executive Compensation

    | • | Long-term equity incentive awards. |

  33. Components of Executive Compensation

    We also provide broad-based health and welfare benefits and have certain severance and change-in-control benefits. Our intention is to structure these components of our executive compensation program in a way that achieves the objectives of the program of linking and emphasizing pay to performance over both the short- and long-term, aligning executives’ interests with the interests of shareholders and attracting, motivating and retaining highly skilled and experienced executives. Base Salary Annual base salary is designed to provide a competitive fixed rate of pay, recognizing different levels of responsibility and performance. Actual salaries reflect the judgment and consideration of numerous factors by the Compensation Committee. These factors include the NEO’s experience, importance of position, expected future contributions, performance, comparative survey data, internal pay equity, scope of responsibilities, expertise, the criticality of the NEO’s position within the Company, the other elements of compensation received by the NEO, and the NEO’s compensation in comparison to similarly situated executive officers at comparable companies in our peer group. The salary increases for 2024 for all of our NEOs were made to ensure better alignment with market data and in consideration of internal pay equity. The following were the annual base salaries of our NEOs in effect for 2023 and 2024:

  34. Components of Executive Compensation

    Annual Performance-Based Cash Incentive Compensation The Compensation Committee believes that, in order to reward performance and overall Company success, a portion of an executive officer’s compensation should be tied to the achievement of the Company’s goals in the form of an annual cash incentive payment. Our executive officers are eligible to receive annual cash incentive awards, with the target bonus opportunity determined as a percentage of their base salary. We established this program in order to focus and incentivize our executives to achieve short-term strategic business objectives. For 2024, the target bonus opportunity for each NEO was the same as for 2023. Our executive officers are eligible to receive annual cash incentive awards, with the target bonus opportunity for 2024 determined as a percentage of their base salary. At the end of 2024, our Board approved ambitious corporate goals and objectives that our Compensation Committee then used to design our annual cash incentive program for 2024. Under this program, the Compensation Committee determined that the corporate goals would apply uniformly to all of our executive officers. Our 2024 corporate goals that were set by our Board to determine our 2024 corporate performance, plus our additional achievements that proved to be helpful or important to our operations during 2024, are described above in “Compensation Discussion and Analysis — 2024 Business Highlights.” Based on our Board’s assessment and consideration of the relative weighting and importance of our goals, our Board determined that we achieved 125% of our 2024 corporate goals. The Compensation Committee then determined that bonuses for 2024 performance be paid to our NEOs based on these results. In early 2025, our Chief Executive Officer and other NEOs were awarded their incentive payouts in connection with meeting the 2024 corporate goals at 125% of their incentive target amounts with the exception of Dr. Vargeese, who received 131% of the target incentive amount. The following table sets forth the cash bonus payments for 2024 performance:

  35. Components of Executive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. Our program is designed to reward demonstrated leadership and performance, align our executive officers’ interests with those of our shareholders through sustained, long-term value creation while retaining and motivating our executive officers for future performance. 2025 Long-Term Incentive Program In 2025, the long-term incentive component of the compensation of our NEOs consisted of a mix of share options and time-based restricted share units (“RSUs”). We changed the type of awards granted to a mix of two types of equity awards to combine the retention and downside risk benefits inherent in RSUs with the shareholder-value-creation benefits inherent in share options, while mitigating the potential risk that may manifest itself through using a single type of award. The share options were granted to each of our NEOs by our Compensation Committee on February 4, 2025, at an exercise price of $11.74 per share, and vest over a four year term, with 25% vesting on February 8, 2026, and the remainder vesting quarterly thereafter. The RSUs were granted to each of our NEOs by our Compensation Committee on February 4, 2025 and vest annually in equal installments of 25% over a four-year term beginning on February 8, 2026. 2024 Long-Term Incentive Program In 2024, the long-term incentive component of the compensation of our NEOs consisted solely of share options. These share options were granted to each of our NEOs by our Compensation Committee on February 5, 2024, at an exercise price of $3.87 per share, and vest over a four-year term, with 25% vesting on February 5, 2025, and the remainder vesting quarterly thereafter. The Compensation Committee determined to grant share options to best align employees, including NEOs, with investors’ interests to build long-term shareholder value in our Company. We have a broad-based equity compensation program designed to reward and motivate our employees, including our NEOs. Equity awards help align the interests of our NEOs and other employees with the long-term interests of our shareholders and provide an opportunity for employees to acquire an ownership interest in our Company. The granting of equity awards is also consistent with our compensation philosophy of attracting, retaining and motivating our NEOs to deliver sustainable long-term value and aligning the interests of our executives with those of our shareholders. In determining the size and type of equity awards to grant, our Compensation Committee considered evolving market practices, as well as the retentive value provided by our equity grants. Our 2021 Plan allows for the grant of options, restricted share awards, RSUs, and other share or cash-based awards and dividend equivalent awards to employees, non-employee directors and consultants. Equity grants during the 2024, 2023, and 2022 fiscal years were made in the form of share options. For the details regarding our 2024 equity awards, see the “2024 Fiscal Year Grants of Plan-Based Awards” table below. Employee Benefits and Perquisites Benefits offered to our NEOs serve a different purpose than do the other elements of total compensation. In general, they are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death and provide for some benefits upon retirement. Benefits offered to our NEOs are the same as those offered to the general employee population, except for the car service provided to our Chief Executive Officer, which is reflected in the “All Other Compensation” column in the “Summary Compensation Table” below. The Compensation Committee determined it is in the best interest of our Company to provide car service for our Chief Executive Officer in order to promote the efficient use of his work time for our Company and to provide safe transportation given the demands of his role, which often require the participation on conference calls during commuting hours, as well as extended work hours.

  36. Employment Agreements and Severance Benefits with Our Named Executive Officers

    Employment Agreements and Severance Benefits with Our Named Executive Officers Each of our NEOs entered into an employment agreement with us in connection with the commencement of their employment. All employment agreements generally provide for at-will employment and that our NEOs are eligible to participate in employee benefit plans of general applicability to other employees, which we maintain from time to time.

  37. Other Provisions Applicable to Named Executive Officers

    Other Provisions Applicable to Named Executive Officers In addition, as a condition of their employment, each of our NEOs has entered into a non-competition and non-solicitation agreement pursuant to which they have agreed not to compete with us for a period of 12 months following the termination of their employment with us. All agreements generally provide for at-will employment and that our NEOs are eligible to participate in employee benefit plans of general applicability to other senior executives, which we maintain from time to time. For purposes of change of control benefits included in our employment agreements with our NEOs, change of control is defined as follows: (A) a merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring shareholder approval.

  38. Risk Analysis of Our Compensation Plans

    Risk Analysis of Our Compensation Plans Our Compensation Committee reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the short term and the long term. Our Compensation Committee regularly evaluates the risks involved with our compensation programs and does not believe that any of our compensation programs create risks that are reasonably likely to have a material adverse effect on us now or in the future. Our Compensation Committee considered the compensation structure of the Company for its employees including executive officers, which is based on an annual salary, annual bonus (for bonus-eligible employees), and equity incentive compensation in the form of share options and RSUs. We do not believe that we offer any short-term incentives that would reasonably be expected to result in high-risk actions or conduct by our employees. For example, incentive compensation for executive officers in the form of an annual cash bonus are based on a predetermined formula and management objectives approved by our Compensation Committee. In addition, annual cash bonus payments are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator. Accordingly, we believe that we have a balanced pay and performance program that does not promote undue or excessive risk taking.

  39. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity Awards From time to time, we grant share options and RSUs to our employees, including our NEOs. We award new hire equity grants on or soon after a new hire’s start date of employment with us. We also provide annual long-term incentive grants consisting of our share options and/or RSUs. Our process is to grant the annual long-term incentive awards on the date following the conclusion of our annual compensation cycle, as determined when the Chief Executive Officer and Chief Financial Officer approve all non-executive compensation. That specific date for Chief Executive Officer approval is set and determined in advance based on the entirety of the performance management and compensation cycles. At a regularly scheduled meeting of our Board and Compensation Committee, which is typically held in December of each year, our Board and Compensation Committee have a long-standing practice of reviewing our results for the most recently completed fiscal year, and reviewing our financial plan and strategy for the upcoming fiscal year. At these meetings, the Compensation Committee also reviews the performance of our NEOs with the Chief Executive Officer and based on those reviews, approves the grant of cash bonuses and equity awards for each individual’s performance (other than the Chief Executive Officer) on the most recently completed fiscal year and establish their salaries for the current fiscal year. The Compensation Committee, without the Chief Executive Officer present, recommends to the Board grants of cash bonuses and equity awards for the Chief Executive Officer on the most recently completed fiscal year and any change to the Chief Executive Officer’s salary for the current fiscal year. After further reviews and discussions, the Board determines whether to approve the Compensation Committee’s recommendations as to grants of cash bonuses and equity awards for the Chief Executive Officer on the most recently completed fiscal year and any change to the Chief Executive Officer’s salary for the current fiscal year. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about us when determining the timing of grants and generally does not time grants of share options in relation to our public disclosure of MNPI. During the year ended December 31, 2024, we did not time the release of MNPI for the purpose of affecting the value of executive compensation, and none of our NEOs were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such reports.

  40. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  41. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation paid or accrued during the last three fiscal years ended December 31, 2024, 2023, and 2022 for (i) our President and Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) our two next most highly compensated executive officers, who earned more than $100,000 during the fiscal year ended December 31, 2024 and were serving as executive officers as of such date, as applicable. Collectively, these four individuals are our NEOs for purposes of this proxy statement.

  42. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Paul B. Bolno, M.D., MBA | 2024 | 655,500 | 3,064,934 | 532,600 | 19,266 | 4,272,299 | | President and Chief Executive Officer | 2023 | 636,400 | 2,744,529 | 475,700 | 17,671 | 3,874,300 | | | 2022 | 617,900 | 1,565,220 | 461,900 | 22,977 | 2,667,997 | | Kyle Moran, CFA | 2024 | 497,200 | 1,128,914 | 279,675 | 11,592 | 1,917,381 | | Chief Financial Officer | 2023 | 471,300 | 970,730 | 243,900 | 11,142 | 1,697,072 | | | 2022 | 439,875 | 470,923 | 227,600 | 10,392 | 1,148,790 | | Chandra Vargeese, Ph.D. | 2024 | 487,540 | 1,099,134 | 287,975 | 13,914 | 1,888,563 | | Chief Technology Officer, Head of Platform Discovery Sciences | 2023 | 473,340 | 1,051,535 | 245,000 | 13,464 | 1,783,339 | | | 2022 | 459,540 | 521,740 | 237,800 | 12,714 | 1,231,794 | | Christopher Francis, Ph.D. | 2024 | 438,300 | 870,312 | 246,550 | 11,260 | 1,566,422 | | Senior Vice President, Corporate Development and Head of Emerging Areas | 2023 | 425,500 | 871,059 | 220,200 | 10,710 | 1,527,469 | | | 2022 | 407,800 | 391,305 | 211,000 | 540 | 1,010,645 |

  43. Summary Compensation Table

    | (1) Amounts represent the aggregate grant date fair value for the option awards identified, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our 2024 Form 10-K. |

  44. Summary Compensation Table

    | (2) For 2024, the amounts include 401(k) matching contributions of $10,350 made to each of Drs. Bolno, Vargeese, and Francis and Mr. Moran, as well as the value of annual premiums paid by us with respect to a life insurance policy for the benefit of each of the NEOs. For 2024, the amount for Dr. Bolno also includes reimbursement of commuting expenses of $6,052 and the related tax gross up of $1,431. |

  45. 2024 Fiscal Year Grants of Plan-Based Awards

    2024 Fiscal Year Grants of Plan-Based Awards The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2024 to each of our NEOs.

  46. 2024 Fiscal Year Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Target ($) (1) | All Other Option Awards: Number of Securities Underlying Options (#) (2) | Exercise or Base Price of Option Awards ($/Sh) (3) | Grant Date Fair Value of Option Awards ($) (4) | | Paul B. Bolno, M.D., MBA | | 426,075 | — | — | — | | | 2/5/2024 | — | 1,008,600 | $3.87 | 3,064,934 | | Kyle Moran, CFA | | 223,740 | — | — | — | | | 2/5/2024 | — | 371,500 | $3.87 | 1,128,914 | | Chandra Vargeese, Ph.D. | | 219,393 | — | — | — | | | 2/5/2024 | — | 361,700 | $3.87 | 1,099,134 | | Christopher Francis, Ph.D. | | 197,235 | — | — | — | | | 2/5/2024 | — | 286,400 | $3.87 | 870,312 |

  47. 2024 Fiscal Year Grants of Plan-Based Awards

    | (1) Represents the potential 2025 cash incentive bonus payouts assuming target achievement of corporate goals, based upon the NEO’s cash incentive bonus target and base salary in effect on December 31, 2024. No minimum threshold amount or maximum amount beyond the target amount was established. See the column entitled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” for the cash incentive bonuses earned by the NEOs in 2024. See “Compensation Discussion and Analysis — Components of Executive Compensation — Annual Performance-Based Cash Incentive Compensation ” for a description of the target amount applicable to each NEO. |

  48. 2024 Fiscal Year Grants of Plan-Based Awards

    | (2) Represents the grant of share options made in 2024. Such awards have a four-year vesting period, with 25% of the shares subject to the award vesting on February 5, 2025 and the remainder vesting quarterly in equal installments over the following 12 quarters, subject to such NEO’s continued service with us on each vesting date. |

  49. 2024 Fiscal Year Grants of Plan-Based Awards

    | (3) Represents the closing market price of the shares on the grant date. |

  50. 2024 Fiscal Year Grants of Plan-Based Awards

    | (4) Amounts represents the aggregate grant date fair value for the options and restricted share unit awards, as applicable, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in the 2024 Form 10-K. |

  51. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows grants of options and unvested restricted share unit awards outstanding on the last day of the fiscal year ended December 31, 2024 to each of the NEOs.

  52. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Share Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Paul B. Bolno, M.D., MBA | 3/10/2015 | 169,025 | — | $2.48 | 3/10/2025 | — | — | — | $— | | | 6/16/2016 | 236,400 | — | $18.79 | 6/16/2026 | — | — | — | $— | | | 1/25/2017 | 72,500 | — | $29.05 | 1/25/2027 | — | — | — | $— | | | 1/23/2018 | 109,000 | — | $40.05 | 1/23/2028 | — | — | — | $— | | | 3/3/2020 | 63,000 | — | $8.17 | 3/3/2030 | — | — | — | $— | | | 2/1/2021 | 200,000 | — | $10.48 | 2/1/2031 | — | — | — | $— | | | 1/1/2022 | 412,500 | 187,500(1) | $3.14 | 1/1/2032 | — | — | — | $— | | | 7/25/2022 | 180,000 | — | $2.83 | 7/25/2032 | — | — | — | $— | | | 2/17/2023 | 337,312 | 433,688(2) | $4.75 | 2/17/2033 | — | — | — | $— | | | 2/5/2024 | — | 1,008,600(3) | $3.87 | 2/5/2034 | — | — | — | $— | | | | — | — | $— | — | — | — | 92,500(4) | $1,144,225 | | Kyle Moran, CFA | 6/16/2016 | 21,647 | — | $18.79 | 6/16/2026 | — | — | — | $— | | | 1/23/2018 | 15,000 | — | $40.05 | 1/23/2028 | — | — | — | $— | | | 3/3/2020 | 36,000 | — | $8.17 | 3/3/2030 | — | — | — | $— | | | 2/1/2021 | 50,000 | — | $10.48 | 2/1/2031 | — | — | — | $— | | | 1/1/2022 | 120,312 | 54,688(1) | $3.14 | 1/1/2032 | — | — | — | $— | | | 7/25/2022 | 60,000 | — | $2.83 | 7/25/2032 | — | — | — | $— | | | 2/17/2023 | 119,306 | 153,394(2) | $4.75 | 2/17/2033 | — | — | — | $— | | | 2/5/2024 | — | 371,500(3) | $3.87 | 2/5/2034 | — | — | — | $— | | | | — | — | $— | — | — | — | 15,000(4) | $185,550 | | Chandra Vargeese, Ph.D. | 3/10/2015 | 137,754 | — | $2.48 | 3/10/2025 | — | — | — | $— | | | 6/16/2016 | 49,600 | — | $18.79 | 6/16/2026 | — | — | — | $— | | | 1/25/2017 | 19,500 | — | $29.05 | 1/25/2027 | — | — | — | $— | | | 1/23/2018 | 35,000 | — | $40.05 | 1/23/2028 | — | — | — | $— | | | 3/3/2020 | 36,000 | — | $8.17 | 3/3/2030 | — | — | — | $— | | | 2/1/2021 | 50,000 | — | $10.48 | 2/1/2031 | — | — | — | $— | | | 1/1/2022 | 137,500 | 625,00(1) | $3.14 | 1/1/2032 | — | — | — | $— | | | 7/25/2022 | 60,000 | — | $2.83 | 7/25/2032 | — | — | — | $— | | | 2/17/2023 | 129,237 | 166,163(2) | $4.75 | 2/17/2033 | — | — | — | $— | | | 2/5/2024 | — | 361,700(3) | $3.87 | 2/5/2034 | — | — | — | $— | | | | — | — | $— | — | — | — | 50,000(4) | $618,500 | | Christopher Francis, Ph.D. | 6/16/2016 | 37,100 | — | $18.79 | 6/16/2026 | — | — | — | — | | | 1/25/2017 | 19,500 | — | $29.05 | 1/25/2027 | — | — | — | $— | | | 1/23/2018 | 26,000 | — | $40.05 | 1/23/2028 | — | — | — | $— | | | 2/1/2021 | 50,000 | — | $10.48 | 2/1/2031 | — | — | — | $— | | | 1/1/2022 | 37,500 | 46,875(1) | $3.14 | 1/1/2032 | — | — | — | $— | | | 7/25/2022 | 22,500 | — | $2.83 | 7/25/2032 | — | — | — | $— | | | 2/17/2023 | 107,056 | 137,644(2) | $4.75 | 2/17/2033 | — | — | — | $— | | | 2/5/2024 | — | 286,400(3) | $3.87 | 2/5/2034 | — | — | — | $— | | | | — | — | $— | — | — | — | 32,500(4) | $402,025 |

  53. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) 25% vested on January 1, 2023 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |

  54. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) 25% vested on February 17, 2024 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |

  55. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) 25% vests on February 5, 2025 and the remainder vests in equal quarterly installments over the following 12 quarters, subject to such officer’s continued service with us on each such vesting date. The award shall become fully vested upon termination without cause or for good reason within 12 months following a change of control. |

  56. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) On May 4, 2022, 50% of the 2019 performance-based RSUs vested upon the achievement of the PN chemistry milestone and of the shares listed, if prior to March 7, 2029 the regulatory approval milestone is achieved, 80% of the unvested performance-based RSUs will be earned and vest, and if the commercial sale milestone is achieved, 20% of the unvested 2019 performance-based RSUs will be earned and vest. |

  57. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) The market value of the 2019 Performance-Based RSUs is based on the closing price of our ordinary shares of $12.37 per share at December 31, 2024. |

  58. Option Exercises in 2024

    Option Exercises in 2024 The following table shows information regarding exercises of options to purchase our ordinary shares held by each of our NEOs during the fiscal year ended December 31, 2024.

  59. Option Exercises in 2024

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Paul B. Bolno, M.D., MBA | 50,000 | $626,000 | | Kyle Moran, CFA | 25,000 | $153,250 | | Chandra Vargeese, Ph.D. | 68,210 | $252,036 | | Christopher Francis, Ph.D. | 165,122 | $1,648,690 |

  60. Option Exercises in 2024

    | (1) The value realized on the exercise of options was calculated by multiplying the number of options exercised on the applicable exercise date by the difference between the sale price of the shares and the exercise price of the options. |

  61. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  62. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plan.

  63. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control The following table sets out the estimated potential payments upon termination or a change in control for each of our NEOs, based on the assumptions discussed above and assuming such event occurred on December 31, 2024, the last business day of 2024. In accordance with SEC rules, the potential payments were determined under the terms of our contracts, agreements, plans and arrangements as in effect on December 31, 2024. The tables do not include any previously vested equity awards or accrued benefits. Because the payments to be made to an NEO depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event.

  64. Potential Payments Upon Termination or Change-In-Control

    | Name | Compensation Component | Involuntary Not for Cause Termination ($) | Voluntary for Good Reason Termination ($) | Acceleration of Vesting Upon a Change of Control ($) | Termination Without Cause or For Good Reason Within 12 Months Following a Change of Control ($) | | Paul B. Bolno, M.D., MBA | Base Salary | 983,250(2) | 983,250(2) | — | 983,250(2) | | | Non-Equity Incentive Plan Compensation | 426,075(3) | 426,075(3) | — | 426,075(3) | | | Acceleration of unvested options and RSUs(1) | — | — | 13,608,428 | 1,144,225 | | | Benefits and Perquisites | 50,254(4) | 50,254(5) | — | 50,254(5) | | Kyle Moran, CFA | Base Salary | 497,200(6) | 497,200(6) | — | 497,200(6) | | | Non-Equity Incentive Plan Compensation | 223,740(3) | 223,740(3) | — | 223,740(3) | | | Acceleration of unvested options and RSUs(1) | — | — | 4,831,383 | 185,550 | | | Benefits and Perquisites | 28,483(5) | 28,483(5) | — | 28,483(5) | | Chandra Vargeese, Ph.D. | Base Salary | 487,540(6) | 487,540(6) | — | 487,540(6) | | | Non-Equity Incentive Plan Compensation | 219,393(3) | 219,393(3) | — | 219,393(3) | | | Acceleration of unvested options and RSUs(1) | — | — | 4,917,487 | 618,500 | | | Benefits and Perquisites | 21,782(5) | 21,782(5) | — | 21,782(5) | | Christopher Francis, Ph.D. | Base Salary | 438,300(6) | 438,300(6) | — | 438,300(6) | | | Non-Equity Incentive Plan Compensation | 197,235(3) | 197,235(3) | — | 197,235(3) | | | Acceleration of unvested options and RSUs(1) | — | — | 3,915,904 | 402,025 | | | Benefits and Perquisites | 33,503(5) | 33,503(5) | — | 33,503(5) |

  65. Potential Payments Upon Termination or Change-In-Control

    | (1) Value attributable to accelerated vesting of (i) then unvested options, determined by multiplying the number of shares accelerated by the difference between the exercise price of the option and the closing price of our ordinary shares on December 31, 2024, and (ii) then unvested RSUs, determined by multiplying the number of RSUs accelerated by the closing price of our ordinary shares on December 31, 2024. |

  66. Potential Payments Upon Termination or Change-In-Control

    | (2) Eighteen months of 2024 base salary continuation. |

  67. Potential Payments Upon Termination or Change-In-Control

    | (3) Target non-equity incentive compensation for 2024. |

  68. Potential Payments Upon Termination or Change-In-Control

    | (4) Payment of COBRA premiums for eighteen months based on executive’s current benefits elections. |

  69. Potential Payments Upon Termination or Change-In-Control

    | (5) Payment of COBRA premiums for twelve months based on executive’s current benefit elections. |

  70. Potential Payments Upon Termination or Change-In-Control

    | (6) Twelve months of 2024 base salary continuation. |

  71. Potential Payments Upon Termination or Change-In-Control

    For a further description of the employment agreements with our NEOs, including a summary of each NEO’s severance and change in control benefits, please refer to “Compensation Discussion and Analysis — Employment Agreements and Severance Benefits with Our Named Executive Officers.”

  72. Director Compensation

    Director Compensation The following table shows the total compensation earned during the fiscal year ended December 31, 2024 by each of our non-employee directors. Directors who are also employees are not compensated for their service on our Board.

  73. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Share Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Christian Henry | 99,375 | 86,538 | 100,303 | 286,216 | | Mark H. N. Corrigan, M.D. | 71,875 | 173,075 | 202,520 | 447,471 | | Peter Kolchinsky, Ph.D.(4) | 47,500 | 86,538 | 100,303 | 234,341 | | Adrian Rawcliffe | 66,250 | 86,538 | 100,303 | 253,091 | | Ken Takanashi | 47,500 | 86,538 | 100,303 | 234,341 | | Aik Na Tan | 49,375 | 86,538 | 100,303 | 236,216 | | Gregory L. Verdine, Ph.D. | 47,500 | 86,538 | 100,303 | 234,341 | | Heidi L. Wagner | 62,500 | 173,075 | 202,520 | 438,096 |

  74. Director Compensation

    | (1) Amounts represent fees earned during 2024 under our Non-Employee Director Compensation Policy. |

  75. Director Compensation

    | (2) Amount represents the aggregate grant date fair value for the share awards identified, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our 2024 Form 10-K. |

  76. Director Compensation

    | (3) Amount represents the aggregate grant date fair value for the option awards granted in 2024 to our non-employee directors, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 7 to the financial statements included in our 2024 Form 10-K. |

  77. Director Compensation

    | (4) Pursuant to the terms of the RA Capital Healthcare Fund, L.P. governing documents, Dr. Kolchinsky is required to remit to RA Capital Management, L.P. (“RA Capital”) both the cash and the equity compensation, and RA Capital and not Dr. Kolchinsky individually is the beneficial owner of such compensation. |

  78. Director Compensation

    The following table shows the aggregate number of shares subject to options held by each of our non-employee directors as of December 31, 2024:

  79. Director Compensation

    | Name | Aggregate Number of Shares Subject to Options | | Christian Henry | 150,730 | | Mark H. N. Corrigan, M.D. | 161,960 | | Peter Kolchinsky, Ph.D. | 150,730 | | Adrian Rawcliffe | 150,730 | | Ken Takanashi | 150,730 | | Aik Na Tan | 140,230 | | Gregory L. Verdine, Ph.D.(1) | 580,599 | | Heidi L. Wagner, J.D. | 161,960 |

  80. Director Compensation

    | (1) In October 2022, the Compensation Committee granted Dr. Verdine a non-qualified share option for 163,467 ordinary shares as form of payment under his consulting agreement for the service period of October 1, 2022 through December 31, 2024, the vesting of which is subject to Dr. Verdine’s continued service under the consulting agreement. |

  81. 2024 Non-Employee Director Compensation Policy

    2024 Non-Employee Director Compensation Policy At our 2024 AGM, our shareholders approved our 2024 Non-Employee Director Compensation Policy, under which our non-employee directors are compensated for their service as directors, including as members of the various committees of our Board on which they serve, for the Board service period that commenced on the date of our 2024 AGM and runs through the date of our 2025 AGM. The terms of the 2024 Non-Employee Director Compensation Policy are as follows: (A) Cash Compensation:

  82. 2024 Non-Employee Director Compensation Policy

    | • | Board of Directors: Annual cash compensation of $40,000 to each non-employee director, other than the Chair of the Board, and cash compensation of $75,000 to the non-employee Chair of the Board. |

  83. 2024 Non-Employee Director Compensation Policy

    | • | Audit Committee: Additional annual cash compensation of $20,000 to the Chair of the Audit Committee and $10,000 to each member of the Audit Committee other than the Chair. |

  84. 2024 Non-Employee Director Compensation Policy

    | • | Compensation Committee: Additional annual cash compensation of $15,000 to the Chair of the Compensation Committee and $7,500 to each member of the Compensation Committee other than the Chair. |

  85. 2024 Non-Employee Director Compensation Policy

    | • | Nominating and Corporate Governance Committee: Additional annual cash compensation of $15,000 to the Chair of the Nominating and Corporate Governance Committee and $7,500 to each member of the Nominating and Corporate Governance Committee other than the Chair. |

  86. 2024 Non-Employee Director Compensation Policy

    | • | Research and Development Committee: Additional annual cash compensation of $15,000 to the Chair of the Research and Development Committee and $7,500 to each member of the Research and Development Committee other than the Chair. |

  87. 2024 Non-Employee Director Compensation Policy

    | • | Proration: Additional pro rata cash compensation of the annual cash compensation amounts set forth above shall be made, as applicable, to (i) any director who ceases to be a director, Chair of the Board or member or chair of any committee of the Board and (ii) any new non-employee director who is appointed by the Board, any independent director who is appointed to the position of Chair of the Board or chair of any such committee of the Board or any independent director who is appointed to serve on any such committee of the Board, for their services rendered as a director and/or committee member, for the portion of the year in which such director so served. |

  88. 2024 Non-Employee Director Compensation Policy

    (B) Equity Compensation:

  89. 2024 Non-Employee Director Compensation Policy

    | • | Initial Equity Grant: One-time equity grant upon initial appointment or election to the Board of (i) an option to purchase 64,460 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date; and (ii) a restricted share unit of 32,230 ordinary shares, which shall vest as to 50% of the shares on the earlier of (x) the following year’s annual general meeting of shareholders or (y) the following year’s anniversary of the grant date, in each case during the two-year period following the grant date. |

  90. 2024 Non-Employee Director Compensation Policy

    | • | Refresh Equity Grant: Each non-employee director whose initial equity grant has an expiration date within twelve months following the 2024 AGM shall be granted (i) an option to purchase 64,460 ordinary shares, which shall vest as to 12.5% of the shares on a quarterly basis during the two-year period following the grant date; and (ii) a restricted share unit of 32,230 ordinary shares, which shall vest as to 50% of the shares on the earlier of (x) the following year’s annual general meeting of shareholders or (y) the following year’s anniversary of the grant date, in each case during the two-year period following the grant date. |

  91. 2024 Non-Employee Director Compensation Policy

    | • | Annual Equity Grant: Annual equity grant of (i) an option to purchase 32,230 ordinary shares, which shall vest as to 100% of the shares on the earlier of the 2025 AGM or the first anniversary |

  92. 2024 Non-Employee Director Compensation Policy

    | of the grant date; and (ii) a restricted share unit of 16,115 ordinary shares, which shall vest as to 100% of the shares on the earlier of the 2025 AGM or the first anniversary of the grant date. |

  93. 2024 Non-Employee Director Compensation Policy

    | • | Limitation on Equity Grants: A non-employee director shall be eligible to receive only one type of option grant at the 2024 AGM, which shall be an initial equity grant, a refresh equity grant, or an annual equity grant, in each case as described above. |

  94. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. For the most recently completed fiscal year, we did not use any financial performance measure to link Compensation Actually Paid to our NEOs to the Company’s performance; accordingly, this disclosure does not present a company-selected measure in the table below nor a tabular list of our most important performance measures, as permitted under the rules promulgated by the Securities and Exchange Commission.

  95. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on 4 | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2024 | 4,272,299 | 17,389,937 | 1,790,789 | 6,201,653 | 157.18 | 34.94 | (97.0) | | 2023 | 3,874,300 | 2,219,787 | 1,740,206 | 1,235,658 | 64.17 | 41.97 | (57.5) | | 2022 | 2,667,997 | 6,079,613 | 1,190,292 | 2,247,169 | 88.95 | 46.36 | (161.8) | | 2021 | 3,892,610 | 1,265,141 | 1,530,003 | 519,760 | 39.90 | 76.00 | (122.2) |

  96. PAY VERSUS PERFORMANCE

    | 1. | Paul Bolno, M.D., MBA was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  97. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | | Michael Panzara, M.D., MPH | Kyle Moran, CFA | Kyle Moran, CFA | Christopher Francis, Ph.D. | | Chandra Vargeese, Ph.D. | Chandra Vargeese, Ph.D. | Chandra Vargeese, Ph.D. | Kyle Moran, CFA | | | | | Chandra Vargeese, Ph.D. |

  98. PAY VERSUS PERFORMANCE

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  99. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock and Option Awards column are the totals from the Option Awards column set forth in the Summary Compensation Table. |

  100. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 4,272,299 | (3,064,934) | 16,182,572 | 17,389,937 |

  101. PAY VERSUS PERFORMANCE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non- PEO NEOs ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2024 | 1,790,789 | (1,032,787) | 5,443,651 | 6,201,653 |

  102. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  103. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 11,130,588 | 4,675,997 | — | 375,987 | — | 16,182,572 |

  104. PAY VERSUS PERFORMANCE

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 3,750,660 | 1,570,299 | — | 122,692 | — | 5,443,651 |

  105. PAY VERSUS PERFORMANCE

    | 4. | The Peer Group total shareholder return (“TSR”) set forth in this table utilizes the peer companies used for compensation benchmarking purposes, which are summarized in our Compensation Discussion & Analysis section of the proxy statement weighted according to the respective issuer’s stock market capitalization at the beginning of the period, for the years reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the compensation benchmarking peers, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  106. PAY VERSUS PERFORMANCE

    | 2024 | | | | Alector, Inc. | Denali Therapeutics Inc. | Prime Medicine, Inc | | Arcturus Therapeutics Holdings Inc. | Dyne Therapeutics, Inc. | PTC Therapeutics, Inc. | | Arrowhead Pharmaceuticals Inc | Editas Medicine, Inc. | Sangamo Therapeutics, Inc. | | Avidity Biosciences Inc. | Intellia Therapeutics, Inc. | Stoke Therapeutics, Inc. | | Beam Therapeutics, Inc. | Ionis Pharmaceuticals, Inc. | Verve Therapeutics, Inc. |

  107. PAY VERSUS PERFORMANCE

    Relationship Between PEO and NEO C ompensatio n Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Peer Group TSR. Relationship Between PEO and NEO Com pensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  108. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Constitution requires that each of our directors retire at each annual general meeting of our shareholders, and each retiring director is then eligible for re-election. The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, has nominated each of Paul B. Bolno, M.D., MBA, Mark H.N. Corrigan, M.D., Christian Henry, Peter Kolchinsky, Ph.D., Adrian Rawcliffe, Ken Takanashi, Aik Na Tan, Gregory L. Verdine, Ph.D. and Heidi L. Wagner, J.D. for election at the 2025 AGM. Voting on the election of each nominee will be done separately. If each such nominee is elected, they will serve on our Board until our 2026 Annual General Meeting of Shareholders and until their successor has been elected and qualified. Pursuant to the Singapore Companies Act and our Constitution, our Board must have at least one director who is ordinarily resident in Singapore. Ms. Tan is our Singapore resident director. Due to the Singapore Companies Act requirement that we have at least one director who is ordinarily resident in Singapore in office at all times, the sole resident director cannot resign or step down unless there is at least one other resident director. In the event that Ms. Tan is not elected at the 2025 AGM, she will continue in office after the 2025 AGM as a member of our Board until her qualifying successor (i.e., a Singapore resident director) is appointed. Each of the nominees has indicated a willingness to continue to serve as director, if elected. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. In addition, our Nominating and Corporate Governance Committee has reviewed each nominee for director’s current commitments, including relating to serving on other publicly-traded company boards, and determined that such commitments are consistent with our guidelines. Furthermore, our Board has concluded that each of the members of our Board is qualified and should continue to serve on our Board based on their contributions to our Company, current experience, qualifications, attributes and skills, which our Board believes each has continued to demonstrate since their respective appointments as directors. As our Company has evolved, our directors’ respective tenures with Wave, collective experiences, including that of sitting on other public company boards, and engagement with our Company have remained steadfast. Our Board believes that our directors continue to demonstrate their commitment and dedication, particularly as we advance towards being a commercial organization. Each nominee for director who receives the affirmative vote of a majority of the votes cast by the holders of ordinary shares voting either in person or by proxy at the 2025 AGM will be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF PAUL B. BOLNO, M.D., MBA, MARK H.N. CORRIGAN, M.D., CHRISTIAN HENRY, PETER KOLCHINSKY, PH.D., ADRIAN RAWCLIFFE, KEN TAKANASHI, AIK NA TAN, GREGORY L. VERDINE, PH.D. AND HEIDI L. WAGNER, J.D. AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY CARD.

  109. Directors

    Directors The directors in office at the date of this statement are as follows:

  110. Directors

    | Paul B. Bolno | Chief Executive Officer | | Mark H. N. Corrigan | | | Christian O. Henry | | | Peter Kolchinsky | | | Aik Na Tan | | | Adrian Rawcliffe | | | Ken Takanashi | | | Gregory L. Verdine | | | Heidi L. Wagner | |