UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
_________________________
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| x | Definitive Proxy Statement | ||||
| o | Definitive Additional Materials | ||||
| o | Soliciting Material under §240.14a-12 | ||||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required | ||||
| o | Fee paid previously with preliminary materials | ||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | ||||
2024 ANNUAL MEETING OF STOCKHOLDERS
June 13, 2024
AVIDITY BIOSCIENCES, INC.
10578 Science Center Drive, Suite 125, San Diego, California 92121
April 26, 2024
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Avidity Biosciences, Inc., a Delaware corporation (the “Company”) at 9:00 a.m. Pacific Time on Thursday, June 13, 2024. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.
The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section entitled “How Can I Attend the Annual Meeting of Stockholders?” of the Proxy Statement for more information about how to attend the virtual-only meeting.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received our Notice of Internet Availability of Proxy Materials, the instructions regarding how you can access your proxy materials and vote are contained in that notice. If you have received written proxy materials, the instructions regarding how you can access your proxy materials and vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy. If you hold your shares through a bank or broker, you will need a proxy from your bank or broker to vote your shares online at the Annual Meeting.
Thank you for your support.
| Sincerely, | |||||
| Sarah Boyce | |||||
| President, Chief Executive Officer and Director San Diego, California | |||||
Notice of Annual Meeting of Stockholders
To be Held Thursday, June 13, 2024 | ||
AVIDITY BIOSCIENCES, INC. 10578 Science Center Drive, Suite 125, San Diego, California 92121 | ||
The Annual Meeting of Stockholders (the “Annual Meeting”) of Avidity Biosciences, Inc., a Delaware corporation (the “Company”), will be held at 9:00 a.m. Pacific Time on Thursday, June 13, 2024. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting, and submit questions for consideration at the online meeting. To be admitted to the Annual Meeting’s live webcast, you must register at www.proxydocs.com/RNA as described in the proxy materials or your proxy card. As part of the registration process, you must enter the Control Number included in your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. The Annual Meeting will be held for the following purposes:
1.To elect three directors to serve as Class I directors for a three-year term expiring at the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;
2.To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and
4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.
We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a Notice of Internet Availability of Proxy Materials with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability of Proxy Materials that is being sent to you.
The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Holders of record of our common stock as of the close of business on April 15, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares as soon as possible via the toll-free telephone number or over the Internet, as described in the enclosed proxy materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability of Proxy Materials.
| By Order of the Board of Directors, | |||||
| Sarah Boyce | |||||
| President, Chief Executive Officer and Director San Diego, California | |||||
| April 26, 2024 | |||||
TABLE OF CONTENTS
| Page | |||||
PROXY STATEMENT | ||
AVIDITY BIOSCIENCES, INC. 10578 Science Center Drive, Suite 125, San Diego, California 92121 | ||
| General | ||
This proxy statement is furnished in connection with the solicitation by the board of directors (the “Board”) of Avidity Biosciences, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held virtually on Thursday, June 13, 2024 (the “Annual Meeting”), at 9:00 a.m., Pacific Time, and at any continuation, postponement or adjournment thereof. Holders of record of shares of our common stock, $0.0001 par value per share (“Common Stock”), as of the close of business on April 15, 2024 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. As of the Record Date, there were 95,624,818 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.
This proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2023 (the “2023 Annual Report”), or Notice of Internet Availability of Proxy Materials, as applicable, will be sent on or about April 26, 2024 to our stockholders as of the Record Date.
In this proxy statement, “Avidity,” the “Company,” “we,” “us” and “our” refer to Avidity Biosciences, Inc.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 13, 2024:
This Proxy Statement and our 2023 Annual Report to Stockholders are available at:
www.proxydocs.com/RNA.
| PROPOSALS | ||
At the Annual Meeting, our stockholders will be asked:
1.To elect Mr. Carsten Boess, Ms. Sarah Boyce and Dr. Troy Wilson as Class I directors for a three-year term that expires at the 2027 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;
2.To ratify the appointment of BDO USA, P.C. as our independent public accounting firm for the fiscal year ending December 31, 2024;
3.To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and
4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
We currently know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.
1
| RECOMMENDATIONS OF THE BOARD | ||
The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote, as follows:
1.FOR each of the nominees for election as a Class I director as set forth in this proxy statement;
2.FOR the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
3.FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.
| INFORMATION ABOUT THIS PROXY STATEMENT | ||
Why you received this proxy statement. You are viewing or have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.
Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and our 2023 Annual Report available to our stockholders electronically via the Internet. On or about April 26, 2024, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2023 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. We encourage our stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and reduce the cost to us associated with the printing and mailing of materials.
Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.
Householding. The SEC’s rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, we will provide copies of these documents, free of charge, upon written request to Avidity Biosciences, Inc., 10578 Science Center Drive, Suite 125, San Diego, California 92121, Attention: Corporate Secretary or by calling (858) 401-7900. Such requests by street name holders should be made through their bank, broker or other holder of record.
Stockholders sharing an address that are receiving multiple copies of the Internet Notice can request delivery of a single copy of the proxy statement or annual report or Internet Notice by contacting their broker, bank or other intermediary or sending a written request to Avidity Biosciences, Inc. at the above address or by calling (858) 401-7900.
2
| Questions and Answers about the Annual Meeting of Stockholders | ||
Who is entitled to vote on matters presented at the Annual Meeting? | ||
The Record Date for the Annual Meeting is April 15, 2024. You are entitled to vote on the matters presented at the Annual Meeting if you were a record holder at the close of business on the Record Date. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 95,624,818 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Common Stock is our only class of stock entitled to vote.
| What is the difference between being a “Record Holder” and holding shares in “Street Name”? | ||
If, on the Record date, your shares were registered directly in your name, then you are a stockholder of record.
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting.
| Am I entitled to vote if my shares are held in “Street Name”? | ||
Yes. If your shares are held in street name, these proxy materials, along with instructions on how to vote your shares, are being provided to you by your brokerage firm, bank, dealer or other similar organization. As the beneficial owner, you have the right to direct your brokerage firm, bank, dealer or other similar organization how to vote your shares, and the brokerage firm, bank, dealer or other similar organizations is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares in person at the Annual Meeting, unless you obtain, and present at the Annual Meeting, a legal proxy from your brokerage firm, bank, dealer or other similar organization.
| How many shares must be present to hold the Annual Meeting? | ||
A quorum must be present at the Annual Meeting for any business to be conducted. Under Delaware law and our Amended and Restated Bylaws (our “Bylaws”), the presence at the Annual Meeting online, or by proxy, of the holders of a majority in voting power of the Common Stock issued and outstanding and entitled to vote, on the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting.
| How can I attend the Annual Meeting of Stockholders? | ||
As noted above, we have decided to hold the Annual Meeting entirely online this year. You may attend the Annual Meeting only if you are a record holder or beneficial owner of our Common Stock as of the Record Date. If you are a record holder you are entitled to vote at the Annual Meeting. If you hold your shares in street name you must obtain a valid proxy from your brokerage firm, bank, dealer or other similar organization to vote at the Annual Meeting. To attend and participate in the Annual Meeting, you will need the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your Control Number or otherwise vote through the bank or broker. To be admitted to the Annual Meeting and vote your shares, you must register to attend the Annual Meeting at www.proxydocs.com/RNA and provide the Control Number by 2:00 p.m. Pacific Time on June 11, 2024. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.
3
| Will there be a question and answer session during the Annual Meeting? | ||
This year’s stockholder question and answer session will include questions submitted in advance of the Annual Meeting. You may submit a question in advance of the meeting as a part of the registration process. Questions pertinent to meeting matters and that are submitted in accordance with our Rules of Conduct for the Annual Meeting will be answered during the meeting, subject to applicable time constraints. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness, efficient use of time and in order to ensure all stockholders are responded to, we will respond to up to two questions from a single stockholder.
What if a quorum is not present at the Annual Meeting? | ||
If a quorum is not present at the scheduled time of the Annual Meeting, (i) the Chair of the Annual Meeting or (ii) the holders of a majority of the shares entitled to vote, present at the virtual meeting, or represented by proxy at the virtual meeting, are authorized by our Bylaws to adjourn the Annual Meeting until a quorum is present or represented.
| What does it mean if I receive more than one Internet Notice or more than one set of Proxy Materials? | ||
It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.
| How do I vote? | ||
With respect to the election of directors, you may either vote “For” all the nominees to the Board, or you may “Withhold” your vote for any nominee you specify. With respect to (i) the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm and (ii) the approval, on an advisory basis, of the compensation of our named executive officers, you may vote “For,” “Against” or “Abstain” from voting.
Stockholders of Record: Shares Registered in Your Name
If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy prior to the Annual Meeting to ensure that your vote is counted.
•Via the Internet: You may vote at www.proxypush.com/RNA, 24 hours a day, seven days a week, by following the instructions provided in the Internet Notice. You will need to use the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials to vote via the internet.
•By Telephone: You may vote using a touch-tone telephone by calling (866) 256-0714, 24 hours a day, seven days a week. You will need to use the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials to vote by telephone. Votes submitted by telephone must be received by 8:59 a.m., Pacific Time, on June 13, 2024.
•By Mail: If you request printed copies of the proxy materials by mail, you may vote using your proxy card by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. If you properly complete your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed.
4
•At the Virtual Annual Meeting: You may vote during the virtual Annual Meeting through www.proxydocs.com/RNA. To be admitted to the Annual Meeting and vote your shares, you must register to attend the Annual Meeting at www.proxydocs.com/RNA by 2:00 p.m. Pacific Time on June 11, 2024 and provide the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received voting instructions from that organization rather than directly from us. Please check with your bank, broker, or other agent and follow the voting instructions they provide to vote your shares. Generally, you have three options for returning your proxy.
•By Method Listed on Voting Instruction Card: Please refer to your voting instruction card or other information provided by your bank, broker or other agent to determine whether you may vote by telephone or electronically on the Internet, and follow the instructions on the voting instruction card or other information provided by your broker, bank or other agent. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank, broker or other agent does not offer Internet or telephone voting information, please follow the other voting instructions they provide to vote your shares.
•By Mail: You may vote by signing, dating and returning your voting instruction card in the pre-addressed envelope provided by your broker, bank or other agent.
•At the Virtual Annual Meeting: To vote online during the virtual Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker or bank to request the proxy form authorizing you to vote the shares. You must also register to attend the Annual Meeting at www.proxydocs.com/RNA and provide the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.
| Can I change my vote after I submit my Proxy? | ||
Yes. If you are a record holder, you may revoke your proxy and change your vote any time before the proxy is voted at the Annual Meeting:
•by submitting a duly executed proxy bearing a later date than your prior proxy;
•by granting a subsequent proxy through the Internet or telephone;
•by giving written notice of revocation to the Corporate Secretary of Avidity prior to or at the Annual Meeting; or
•by voting online at the Annual Meeting.
Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy.
If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote virtually at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot at the Annual Meeting.
| Who will count the votes? | ||
A representative from Mediant Communications, Inc. is expected to tabulate and certify the votes, and an employee or representative of the Company is expected to act as inspector of election.
5
| What if I do not specify how my shares are to be voted? | ||
If you are a record holder and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the Annual Meeting. Similarly, if you are a record holder and submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 1 of this proxy statement, along with the description of each proposal in this proxy statement.
If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”
| What are broker non-votes and do they count for determining a quorum? | ||
Shares represented by proxies that reflect a broker non-vote will be counted as present for purposes of determining the presence of a quorum. As discussed above, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote those shares on a particular matter. A broker has discretionary power to vote shares without instruction from the beneficial owner on routine matters, such as the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm. Thus, broker non-votes are not expected on that proposal. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters. Broker non-votes on the election of directors, which is considered a non-routine matter, will have no effect because they are not considered votes cast, and the three directors that receive the highest number of votes will be elected.
| What is an Abstention and how will votes Withheld and Abstentions be treated? | ||
Shares of common stock held by persons attending the Annual Meeting but not voting, and shares represented by proxies that reflect withheld votes or abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum. A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of (i) the ratification of the appointment of BDO USA, P.C. or (ii) the approval, on an advisory basis, of the compensation of our named executive officers, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the election of directors, as the three directors that receive the highest number of votes will be elected, and abstentions are not considered to be a vote cast and will have no effect on (i) the ratification of the appointment of BDO USA, P.C. or (ii) the approval, on an advisory basis, of the compensation of our named executive officers.
6
| How many votes are required for the approval of the proposals to be voted upon and how will Abstentions and Broker Non-Votes be treated? | ||
| Proposal | Votes Required | Effect of Votes Withheld / Abstentions and Broker Non-Votes | ||||||||||||
| Proposal 1: Election of Directors | The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. | Votes withheld and broker non-votes will have no effect. | ||||||||||||
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | The affirmative vote of a majority of the votes cast for or against the matter. | Abstentions will have no effect. We do not expect any broker non-votes on this proposal. | ||||||||||||
| Proposal 3: Advisory Approval of the Compensation of Named Executive Officers | The affirmative vote of a majority of the votes cast for or against the matter. | Abstentions will have no effect. We do not expect any broker non-votes on this proposal. | ||||||||||||
| Will any other business be conducted at the Annual Meeting? | ||
We currently know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.
| Where can I find the voting results of the Annual Meeting of Stockholders? | ||
We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
| Proposals to be Voted on | ||||||||||||||
| Proposal 1 - Election of Directors | ||
At the Annual Meeting, three (3) Class I directors are to be elected to hold office for a three-year term expiring at the annual meeting of stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Mr. Carsten Boess, Ms. Sarah Boyce and Dr. Troy Wilson for re-election as Class I directors at the Annual Meeting.
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
Our Amended and Restated Certificate of Incorporation (the “Charter”) and Bylaws provide that the authorized number of directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Board. We currently have nine (9) authorized director slots on our Board. As set forth in our Charter, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders,
7
the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The following table summarizes the class, independence and committee membership of our directors:
| Name | Age | Position | Independent | Committee Membership | ||||||||||||||||||||||
CLASS I DIRECTORS - Nominated for Re-election with Terms to Expire at the 2027 Annual Meeting | ||||||||||||||||||||||||||
Carsten Boess | 57 | Director | X | Audit (Chair) | ||||||||||||||||||||||
Sarah Boyce | 52 | President, Chief Executive Officer, and Director | ||||||||||||||||||||||||
Troy Wilson, Ph.D., J.D. | 55 | Chair of the Board | X | |||||||||||||||||||||||
CLASS II DIRECTORS - Terms to Expire at the 2025 Annual Meeting | ||||||||||||||||||||||||||
| Arthur Levin, Ph.D. | 70 | Distinguished Scientist and Strategic Leader, and Director | ||||||||||||||||||||||||
Tamar Thompson | 50 | Director | X | Nominating and Corporate Governance; Human Capital Management | ||||||||||||||||||||||
CLASS III DIRECTORS - Terms to Expire at the 2026 Annual Meeting | ||||||||||||||||||||||||||
Noreen Henig, M.D. | 59 | Director | X | Nominating and Corporate Governance (Chair); Audit | ||||||||||||||||||||||
Edward M. Kaye, M.D. | 75 | Director | X | Human Capital Management (Chair); Nominating and Corporate Governance | ||||||||||||||||||||||
Jean Kim | 50 | Director | X | Audit | ||||||||||||||||||||||
Eric Mosbrooker served as a Class II member of our Board and a member of the Human Capital Management Committee until his resignation on December 31, 2023. On January 1, 2024, Mr. Mosbrooker joined us as an employee in the newly-created, non-executive position of Chief Strategy Officer.
The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock entitled to vote in the election of directors.
In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.
All of the persons whose names and biographies appear below are currently serving as our directors. Each of our directors brings to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the Nominating and Corporate Governance Committee of the Board in recommending qualified director candidates is described below under “Board Diversity and Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs.
Vote required
The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.
8
The Board unanimously recommends a vote FOR the election of the three nominees for Class I directors.
Information Regarding Directors
The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:
Nominees for Election to the Board:
Class I Directors (Terms to Expire at the 2027 Annual Meeting) | ||
Carsten Boess has served on our board of directors since April 2020. Mr. Boess also serves on the boards of directors of Rocket Pharmaceuticals, Inc. and Achilles Therapeutics plc. Previously, Mr. Boess was the Executive Vice President of Corporate Affairs at Kiniksa Pharmaceuticals, Ltd. from August 2015 until February 2020. Before Kiniksa, Mr. Boess was the Chief Financial Officer at Alexion Pharmaceuticals from 2004 to 2005 and the Senior Vice President and Chief Financial Officer at Synageva BioPharma Corp. from 2011 until the company’s acquisition by Alexion Pharmaceuticals in 2015. Previously, Mr. Boess served in multiple roles with increasing responsibility at Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice President of International Operations from 2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance at Serono Inc. from 2005 to 2006. In addition, he was a member of the Geneva-based World Wide Executive Finance Management Team while at Serono. Mr. Boess also held several financial executive roles at Novozymes of North America and Novo Nordisk in France, Switzerland and China. During his tenure at Novo Nordisk, he served on Novo Nordisk’s Global Finance Board. From August 2020 until January 2023, Mr. Boess served on the board of directors of Health Sciences Acquisitions Corporation 2. Mr. Boess received a Bachelor’s degree and Master’s degree in Economics and Finance, specializing in Accounting and Finance from the University of Odense, Denmark. Mr. Boess’s business, financial and corporate governance experience in the biotechnology industry contributed to our board of directors’ conclusion that he should serve as a director of our company.
Sarah Boyce has served as our President and Chief Executive Officer and as a member of our board of directors since October 2019. Prior to joining Avidity, she served as President and a member of the board of directors of Akcea Therapeutics, Inc. from April 2018 through September 2019, where she led the commercialization of the company’s rare disease products. Ms. Boyce served as Chief Business Officer of Ionis Pharmaceuticals, Inc. from January 2015 to April 2018, and Vice President, Head of International Business Strategy and Operations at Forest Laboratories, Inc. from 2012 to 2014. She previously held various positions with Alexion Pharmaceuticals Inc., Novartis Group AG, Bayer AG and F. Hoffmann-La Roche AG. Since November 2022, Ms. Boyce has served on the board of directors of OmniAb, Inc. Ms. Boyce also served on the board of directors of Berkeley Lights Inc. from July 2019 to May 2022 and the board of directors of Ligand Pharmaceuticals Incorporated from October 2019 to November 2022. Ms. Boyce holds a B.S. in Microbiology from the University of Manchester, England. Ms. Boyce’s knowledge of our business, as well as her extensive development, commercial and executive management experience, contributed to our board of directors’ conclusion that she should serve as a director of our company.
Troy Wilson, Ph.D., J.D., is our co-founder and has served as a member of our board of directors since November 2012. He served as Executive Chairman from February 2019 to January 2021 and has served as our Chair since January 2021. Dr. Wilson served as our President and Chief Executive Officer from November 2012 to February 2019. He has been President and Chief Executive Officer and Chairman of the board of directors of Kura Oncology, Inc. since August 2014 and has served as a member of the board of directors of Puma Biotechnology, Inc. since October 2013. He has served as Executive Chairman of the board of directors of Abintus Bio, Inc. since October 2020. He has also served as Executive Chairman of the board of directors of Wellspring Biosciences, Inc., a privately-held biopharmaceutical company, since July 2012, and has served as the sole managing member of Wellspring Biosciences’ parent company, Araxes Pharma LLC, since May 2012. Previously, Dr. Wilson served as a director of Zosano Pharma Corporation from June 2014 to October 2019. He also served as President and Chief Executive Officer of Wellspring Biosciences and Araxes Pharma from July 2012 to March 2019, and as President and Chief Executive Officer and a member of the board of directors of Intellikine, Inc. Dr. Wilson holds a J.D. from New York University and a Ph.D. in Bioorganic Chemistry and a B.A. in Biophysics from the University of California, Berkeley. Dr. Wilson’s knowledge of our business and his senior
9
executive and board-level experience at biopharmaceutical companies contributed to our board of directors’ conclusion that he should serve as Chair of our company.
Continuing Members of the Board:
Class II Directors (Terms to Expire at the 2025 Annual Meeting) | ||
Arthur A. Levin, Ph.D., has served on our board of directors since February 2023, when he also transitioned to the role of Distinguished Scientist and Strategic Leader after serving as our Chief Scientific Officer since October 2019. Previously, Dr. Levin served as our Executive Vice President of Research and Development from October 2013 to October 2019. Dr. Levin has a combined three decades of experience in all aspects of drug development from discovery through drug registration and has played key roles in the development of numerous oligonucleotides. Prior to joining Avidity, from April 2012 to January 2014, he served as Executive Vice President at miRagen Therapeutics, Inc. Prior to that, Dr. Levin held various senior management positions at Santaris Pharma A/S Corp. and Ionis Pharmaceuticals, Inc. Since September 2015, Dr. Levin has served as a member of the board of directors of Stoke Therapeutics, Inc. Dr. Levin holds a Ph.D. in Toxicology from the University of Rochester and a B.S. in Biology from Muhlenberg College. Dr. Levin's knowledge of our business and technology and his extensive drug development experience contributed to our board of directors' conclusion that he should serve as a director of our company.
Tamar Thompson has served on our board of directors since January 2021. Since November 2019, Ms. Thompson has served as the Vice President, Global Corporate Affairs for Alexion Pharmaceuticals, Inc. and as the chair of the board of the Alexion Charitable Foundation. Prior to joining Alexion, Ms. Thompson served as head, federal executive branch strategy and state government affairs for Bristol-Myers Squibb Company from February 2015 to November 2019. She also served as a strategic policy advisor and consultant for premiere Washington, DC based firms, including ADVI, Kimbell and Associates and Avalere Health. Since May 2023, Ms. Thompson has served on the board of directors of Catalyst Pharmaceuticals, Inc., where she is also a member of the audit committee and the nominating and corporate governance commmittee. Ms. Thompson holds a M.S. in Health Sciences with a concentration in Public Health from Trident University. Ms. Thompson’s extensive health policy and government affairs experience contributed to our board of directors’ conclusion that she should serve as a director of our company.
Class III Directors (Terms to Expire at the 2026 Annual Meeting) | ||
Noreen Henig, M.D., has served on our board of directors since August 2019. Dr. Henig served as the Chief Medical Officer of Kezar Life Sciences, Inc. from May 2020 until October 2023. Dr. Henig has also served as a member of the board of directors of Lazard Growth Acquisition Corp. I from February 2021 until February 2023. Previously, from July 2018 to March 2020, Dr. Henig served as the Chief Medical Officer of Breath Therapeutics GmbH, which is now Zambon SpA following an acquisition in July 2019. Previously, Dr. Henig served as the Chief Development Officer of ProQR Therapeutics N.V. where she oversaw preclinical and clinical drug development from March 2014 to November 2017. Before joining ProQR, Dr. Henig was Senior Director, Global Respiratory, from 2011 to 2014, and Director, Respiratory Therapeutics, from 2008 to 2011, at Gilead Sciences, Inc. Dr. Henig’s specialties as a physician include pulmonary, critical care, allergy and immunology. Dr. Henig holds an M.D. with a distinction in immunology from the Albert Einstein College of Medicine of Yeshiva University and a B.A. from Yale University. She also completed training in internal medicine at the University of California, San Francisco and in pulmonary and critical care medicine at the University of Washington. Dr. Henig’s drug development and clinical trial experience contributed to our board of directors’ conclusion that she should serve as a director of our company.
Edward M. Kaye, M.D., has served on our board of directors since August 2019. Dr. Kaye has served as the Chief Executive Officer and a member of the board of directors of Stoke Therapeutics Inc. since October 2017. Dr. Kaye joined Stoke from Sarepta Therapeutics, Inc. where he served as a member of the board of directors from September 2016 to August 2017, President and Chief Executive Officer from September 2016 to July 2017, Interim Chief Executive Officer from April 2015 to September 2016 and Chief Medical Officer from June 2011 to March 2017. From 2001 to 2011, Dr. Kaye served in various positions at Genzyme Corporation, including most recently as Group Vice President of Clinical Development. Previously, Dr. Kaye served as Chief
10
of Biochemical Genetics at Children’s Hospital of Philadelphia, Chief of Neurology at St. Christopher’s Hospital for Children and as a member of the research staff at Massachusetts General Hospital and Tufts University Medical Center. Dr. Kaye is also a member of the board of directors of Cytokinetics, Inc. and the Massachusetts Biotechnology Council, where he serves on the Equality, Diversity and Inclusion Committee. Dr. Kaye holds an M.D. from the Loyola University Stritch School of Medicine and a B.S. in Biology/Chemistry from Loyola University. Dr. Kaye’s extensive leadership and clinical experience in the medical and biotechnology fields contributed to our board of directors’ conclusion that he should serve as a director of our company.
Jean Kim has served on our board of directors since January 2021. Ms. Kim served as a Partner at Deerfield Management Company LP from August 2006 to July 2020 where she provided extensive research and analysis on individual companies operating in the healthcare industry, with a particular focus on rare and orphan diseases. In addition, Ms. Kim incubated and founded a new gene therapy portfolio company at Deerfield Management with a novel incubator company structure focused on rare orphan monogenic diseases. Prior to joining Deerfield, she was a healthcare investment professional for six years with Merrill Lynch Ventures and a Financial Analyst in Merrill Lynch’s investment banking department. Ms. Kim received her Bachelor of Arts in English Literature and a Bachelor of Science in Biology from Stanford University. She also holds an MBA from Harvard Business School and a Master of Science degree from the Massachusetts Institute of Technology through the Biomedical Enterprise Program and was a Fulbright Scholar. Ms. Kim currently serves on the Board of Directors of Amplo Biotechnology, a gene therapy company. Ms. Kim’s years of experience investing in the biopharmaceutical industry contributed to our board of directors’ conclusion that she should serve as a director of our company.
| Proposal 2 - Ratification of Appointment of Independent Public Accounting Firm | ||
Our Audit Committee has appointed BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of BDO USA, P.C. is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.
BDO USA, P.C. also served as our independent registered public accounting firm for the fiscal years ended December 31, 2023, 2022 and 2021. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit services. A representative of BDO USA, P.C. is expected to attend the Annual Meeting, and to have an opportunity to make a statement and will be available to respond to appropriate questions from stockholders.
In the event that the appointment of BDO USA, P.C. is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2025. Even if the appointment of BDO USA, P.C. is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interest of the Company.
Vote Required
This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of BDO USA, P.C., we do not expect any broker non-votes in connection with this proposal.
The Board unanimously recommends a vote FOR the Ratification of the Appointment of BDO USA, P.C. as our Independent Registered Public Accounting Firm.
11
| Independent Registered Public Accountants' Fees | ||
The following table summarizes the fees of BDO USA, P.C., our independent registered public accounting firm, billed and expected to be billed to us for each of the last two fiscal years for audit services and billed to us in each of the last two fiscal years for other services:
| Fiscal Years Ended December 31, | ||||||||||||||
| Fee Category | 2023 | 2022 | ||||||||||||
Audit Fees(1) | $ | 692,993 | $ | 598,809 | ||||||||||
Audit-Related Fee | — | — | ||||||||||||
Tax Fees | — | — | ||||||||||||
All Other Fees | — | — | ||||||||||||
Total Fees | $ | 692,993 | $ | 598,809 | ||||||||||
(1)Audit fees consist of fees for the audit of our annual financial statements and internal controls over financial reporting, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and the issuance of consents and comfort letters in connection with registration statements.
| Audit Committee Pre-Approval of Audit and Non-Audit Services | ||
The Audit Committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the Audit Committee, and all such services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2023. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
| Report of the Audit Committee of the Board | ||
The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2023 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by statement on Auditing Standards No. 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and the Company’s independent registered public accounting firm.
The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Avidity Biosciences, Inc. The Audit Committee also considered whether the independent registered public accounting firm’s provision of certain other non-audit related services to the Company is compatible with maintaining such firm’s independence.
12
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Audit Committee and the Board also have recommended, subject to stockholder approval, the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2024.
This report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the Audit Committee.
Respectfully submitted,
Audit Committee
Carsten Boess, Chair
Noreen Henig, M.D.
Jean Kim
13
| Proposal 3 - Advisory Approval of the Compensation of the Named Executive Officers | ||
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote at the Annual Meeting to provide advisory approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or our Board.
Although the result of the vote is non-binding, our Human Capital Management Committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. As described more fully in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We urge stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The Human Capital Management Committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask that our stockholders vote “FOR” the following resolution:
“RESOLVED, that Avidity Biosciences, Inc.’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Avidity Biosciences, Inc.’s Proxy Statement for the 2024 Annual Meeting.”
Vote Required
The affirmative vote of a majority of the voting power of the votes cast affirmatively or negatively on the proposal will be required to approve the advisory vote regarding the compensation of the named executive officers. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.
The Board unanimously recommends a vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
| Executive Officers | ||
The following table identifies our executive officers as of April 15, 2024:
| Name | Age | Position | ||||||
Sarah Boyce | 52 | President, Chief Executive Officer and Director | ||||||
W. Michael Flanagan, Ph.D. | 62 | Chief Scientific and Technical Officer | ||||||
Michael F. MacLean | 58 | Chief Financial and Chief Business Officer | ||||||
Teresa McCarthy | 60 | Chief Human Resources Officer | ||||||
14
The following is biographical information for our executive officers other than Ms. Boyce, whose biographical information is included under “Continuing Members of the Board of Directors”.
W. Michael Flanagan, Ph.D. has served as our Chief Technical Officer since January 2021 and as our Chief Scientific and Technical Officer since February 2023. Dr. Flanagan has extensive experience developing multiple therapeutic modalities, including RNA therapeutics, antibody drug conjugates, and bispecific antibodies. Prior to joining the Company in January 2021, Dr. Flanagan served as Senior Director and Project Team Leader, Oncology and Immunology for Genentech, Inc. from January 2012 to January 2021, where he advanced programs through late-stage research to end of Phase 2 development. Prior to Genentech, Dr. Flanagan served in roles of increasing responsibility in the biology groups at Sunesis Pharmaceuticals, Inc., Gilead Sciences, Inc. and Merck & Co. Inc., where he was Senior Director of RNA Sciences. Dr. Flanagan received a B.S. in Genetics from the University of California at Davis, a Ph.D. in Biological Sciences from the University of California at Irvine and was an American Cancer Society postdoctoral fellow at the Howard Hughes Medical Institute, Stanford University.
Michael F. MacLean has served as our Chief Financial Officer since May 2020 and as our Chief Financial and Chief Business Officer since April 2022. Most recently, Mr. MacLean served as Chief Financial Officer of Akcea Therapeutics, Inc. from September 2017 to March 2020. Prior to joining Akcea Therapeutics, from September 2015 to August 2017, Mr. MacLean was Chief Financial Officer and Executive Vice President of PureTech Health plc. Previously, Mr. MacLean was Chief Financial Officer of Iron Mountain Inc.’s North American business from July 2014 to June 2015 and was Senior Vice President, Worldwide Controller at Iron Mountain from October 2012 to June 2014. Prior to Iron Mountain, Mr. MacLean previously served as Senior Vice President of Finance and Chief Accounting Officer of Biogen Inc., where he led the company’s worldwide finance organization. Since June 2021, Mr. MacLean has also served on the board of directors of Verve Therapeutics. Mr. MacLean holds a B.S. in Accounting from Boston College.
Teresa McCarthy has served as our Chief Human Resources Officer since August 2020. Since 2002, Ms. McCarthy has advised life sciences companies as an organizational development and human resources consultant through her consulting firm, McCarthy Consultants Inc. Ms. McCarthy has also served as a lead consultant at The Leadership Edge from 2002 to 2020. Prior to consulting, Ms. McCarthy held the position of Director, Talent Development at Edwards Lifesciences from 1999 to 2001. Previously, Ms. McCarthy was Director, Employee Relations at Baxter Cardiovascular Group from 1996 to 1999 and served as Manager, Talent Development at IVAC Corporation from 1990 to 1995. Ms. McCarthy received a Bachelor of Arts in Communication from San Diego State and an M.A. in Organizational Communication from San Diego State University.
| CORPORATE GOVERNANCE | ||
| General | ||
The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and charters for our Nominating and Corporate Governance Committee, Audit Committee and Human Capital Management Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics in the “Corporate Governance” section of the “Investors” page of our website located at www.aviditybiosciences.com, or by writing to our Secretary at our offices at 10578 Science Center Drive, Suite 125, San Diego, CA 92121. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement.
| Board Independence | ||
The Board currently consists of eight members. The Board has determined that all of our directors, other than Ms. Boyce and Dr. Levin, are independent directors in accordance with the listing requirements of the Nasdaq Stock Market, LLC (“Nasdaq”). The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that
15
neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.
| Board Diversity and Director Nomination Process | ||
Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members) for election or appointment, the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board will take into account many factors, including the following:
•personal and professional integrity, ethics and values;
•experience in corporate management, such as serving as an officer or former officer of a publicly-held company;
•experience as a board member or executive officer of another publicly-held company;
•strong finance experience;
•diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members;
•diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;
•experience relevant to our business industry and with relevant social policy concerns; and
•relevant academic expertise or other proficiency in an area of our business operations.
Currently, the Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem to be in the best interests of our company and our stockholders. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of our Board to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and that a majority of the members of our Board meet the definition of “independent director” under Nasdaq qualification standards. The Nominating and Corporate Governance Committee also believes it is appropriate for our President and Chief Executive Officer to serve as a member of our Board. The Board currently includes four female members and two members who each self-identify as a member of an underrepresented community.
The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our directors.
Board Diversity Matrix (As of April 26, 2024)
| Total Number of Directors | 8 | |||||||||||||
| Female | Male | |||||||||||||
Directors | 4 | 4 | ||||||||||||
African American or Black | 1 | — | ||||||||||||
Asian | 1 | — | ||||||||||||
White | 2 | 4 | ||||||||||||
16
| Identification and Evaluation of Nominees for Directors | ||
The Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating and Corporate Governance Committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise.
If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election or if the Board decides to expand the size of the Board, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating and Corporate Governance Committee generally polls our Board and members of management for their recommendations. The Nominating and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating and Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating and Corporate Governance Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the Nominating and Corporate Governance Committee makes its recommendation to our Board.
The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management or other parties are evaluated.
Under our Bylaws, a stockholder wishing to suggest a candidate for director should write to our Secretary and provide such information about the stockholder and the proposed candidate as is set forth in our Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating and Corporate Governance Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 2025 annual meeting, the recommendation should be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.”
| Communication from Stockholders | ||
The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chair of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board in writing: c/o Secretary, Avidity Biosciences, Inc., 10578 Science Center Drive, Suite 125, San Diego, California 92121.
| Director Attendance at Annual Meetings | ||
Although we do not have a formal policy regarding attendance by members of our Board at our Annual Meeting, we encourage all of our directors to attend.
17
Board Leadership Structure - Separate Chair | ||
The Board is currently led by its Chair, Troy Wilson, Ph.D., J.D. The Board recognizes that it is important to determine an optimal board leadership structure to ensure the appropriate oversight of management as we continue to grow. We currently separate the roles of Chief Executive Officer and Chair of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for our Company and the day-to-day leadership and performance of our Company, while the Chair of the Board provides guidance to the Chief Executive Officer and presides over meetings of the full Board. We believe that this separation of responsibilities provides a balanced approach to managing the Board and overseeing our Company.
The Board has concluded that our current leadership structure is appropriate at this time. However, the Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.
| Role of Board in Risk Oversight Process | ||
The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable the Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.
The Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Human Capital Management Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by the Board as a whole.
| Board Evaluation | ||
Our Corporate Governance Guidelines require the Nominating and Corporate Governance Committee to oversee a periodic assessment by the Board of the Board’s performance. As provided in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is responsible for establishing the evaluation criteria and implementing the process for such evaluation.
| Code of Ethics | ||
We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of this code in the “Corporate Governance” section of the “Investors” page of our website located at www.aviditybiosciences.com.
In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of this code.
18
| Policy on Speculative Trading Activities—Anti-Hedging and Pledging Policy | ||
Our insider trading policy prohibits officers, directors and employees, and entities controlled by such individuals and members of their households, from making short sales in our equity securities; transacting in puts, calls or other derivative securities involving our equity securities, on an exchange or in any other organized market; engaging in hedging transactions; purchasing our securities on margin or pledging our securities as collateral for a loan.
| Attendance by Members of the Board of Directors at Meetings | ||
There were four meetings of the Board during the fiscal year ended December 31, 2023. Each director attended at least 75% of the aggregate of all meetings of the Board and meetings of the committees on which such director served during the period in which he or she served as a director.
| COMMITTEES OF THE BOARD OF DIRECTORS | ||
The Board has established three standing committees—Audit, Human Capital Management and Nominating and Corporate Governance—each of which operates under a charter that has been approved by the Board. All of the members of each of the Board’s three standing committees are independent as defined under the Nasdaq rules. In addition, all members of the Audit Committee meet the independence requirements for Audit Committee members under Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).
The current members of each of the Board committees and committee Chairs are set forth in the following chart.
| Name of Director | Audit | Human Capital Management | Nominating and Corporate Governance | |||||||||||||||||
Carsten Boess | C† | |||||||||||||||||||
Tamar Thompson | X | X | ||||||||||||||||||
Noreen Henig, M.D. | X | C | ||||||||||||||||||
Edward M. Kaye, M.D. | C | X | ||||||||||||||||||
Jean Kim | X | |||||||||||||||||||
C Committee Chair
† Financial Expert
Audit Committee | ||
The Audit Committee’s main function is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:
•appointing our independent registered public accounting firm;
•evaluating the qualifications, independence and performance of our independent registered public accounting firm;
•approving the audit and non-audit services to be performed by our independent registered public accounting firm;
•reviewing the design, implementation, adequacy and effectiveness of our internal accounting controls and our critical accounting policies;
•discussing with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;
•reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;
19
•reviewing on a periodic basis, or as appropriate, any investment policy and recommending to the Board any changes to such investment policy;
•reviewing with management and our auditors any earnings announcements and other public announcements regarding our results of operations;
•preparing the report that the SEC requires in our annual proxy statement;
•reviewing and approving any related party transactions and reviewing and monitoring compliance with our code of conduct and ethics;
•providing oversight of cybersecurity and other information technology risks, overseeing management's implementation of our cybersecurity risk management program, and reviewing with management periodic reports regarding our cybersecurity risk; and
•reviewing and evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee with its charter.
The members of our Audit Committee are Mr. Boess, Dr. Henig and Ms. Kim. Mr. Boess serves as the Chair of the Audit Committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The Board has determined that Mr. Boess is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. The Board has determined that each of Mr. Boess, Dr. Henig and Ms. Kim are independent under the applicable rules of the SEC and Nasdaq. All members of our Audit Committee are independent under Nasdaq rules and Rule 10A-3. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, which the Audit Committee will evaluate and review at least annually. The Audit Committee met four times during 2023. Both our external auditor and internal financial personnel meet privately with the Audit Committee and have unrestricted access to this committee.
Human Capital Management Committee | ||
The Human Capital Management Committee reviews, approves and recommends to the Board policies relating to compensation and benefits of our officers, employees and directors. The Human Capital Management Committee reviews corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Human Capital Management Committee also reviews and approves or makes recommendations to the Board regarding the issuance of stock options and other awards under our equity plan. In addition, the Human Capital Management Committee periodically reviews and recommends to the Board compensation for service on the Board and any committees of the Board. The Human Capital Management Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time as further described in its charter. The Human Capital Management Committee will review and evaluate, at least annually, its charter, as well as review and evaluate, at least annually, the performance of the Human Capital Management Committee and its members, including compliance by the committee with its charter.
The members of our Human Capital Management Committee are Dr. Kaye and Ms. Thompson. Dr. Kaye serves as the Chair of the committee. Our Board has determined that each member of this committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Human Capital Management Committee met four times during 2023.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2023, in addition to Dr. Kaye and Ms. Thompson, Mr. Mosbrooker was a member of our Human Capital Management Committee. None of the members of our Human Capital Management Committee is currently, or has at any time been, one of our officers or employees, with the exception of Mr. Mosbrooker, who served as a member of our Human Capital Management Committee until his resignation from the Board and such committee effective December 31, 2023. Mr. Mosbrooker commenced employment with us in the newly-created, non-executive position of Chief Strategy Officer effective January 1, 2024. At no time was Mr. Mosbrooker a member of the Human Capital Management Committee and an employee concurrently. None of
20
our executive officers currently serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of our Board or Human Capital Management Committee.
Nominating and Corporate Governance Committee | ||
The Nominating and Corporate Governance Committee is responsible for assisting the Board in discharging the Board’s responsibilities regarding the identification of qualified candidates to become Board members, the selection of nominees for election as directors at our annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected), and the selection of candidates to fill any vacancies on the Board and any committees thereof. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies, reporting and making recommendations to the Board concerning governance matters and oversight of the evaluation of the Board. The members of our Nominating and Corporate Governance Committee are Dr. Henig, Dr. Kaye and Ms. Thompson. Dr. Henig serves as the Chair of the committee. The Board has determined that each member of this committee is independent under the applicable rules and regulations of Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter, which the Nominating and Corporate Governance Committee will review and evaluate at least annually. The Nominating and Corporate Governance Committee met three times during 2023.
COMPENSATION DISCUSSION AND ANALYSIS | ||
This compensation discussion and analysis discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below, whom we refer to as our “named executive officers” or "NEOs." For 2023, our named executive officers and their positions were as follows:
•Sarah Boyce, President and Chief Executive Officer
•Michael F. MacLean, Chief Financial and Chief Business Officer
•W. Michael Flanagan, Ph.D., Chief Scientific and Technical Officer
•Teresa McCarthy, Chief Human Resources Officer
•Arthur A. Levin, Ph.D., Distinguished Scientist and Strategic Leader, and former Chief Scientific Officer(1)
(1)In February 2023, Dr. Levin transitioned from his role as our Chief Scientific Officer to the newly-created role of Distinguished Scientist and Strategic Leader, a non-executive position, in addition to his appointment to the Board.
This compensation discussion and analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why the Human Capital Management Committee and our Board arrived at specific compensation policies and decisions involving our executive officers during the fiscal year ended December 31, 2023.
Overview of 2023 Executive Compensation Decisions | ||
In general, our named executive officers’ total compensation is tied directly to corporate and individual performance. Specific elements of our executive compensation program that demonstrate our pay-for-performance philosophy include:
•The performance measures in our short-term cash incentive program are linked to key corporate objectives;
•Our named executive officers' annual bonus opportunity is dependent entirely on corporate achievement of performance goals and individual achievement; and
21
•Our long-term equity incentives are provided in the form of stock options and restricted stock units, or RSUs, each of which vest over multi-year periods, and, when appropriate, performance stock units, or PSUs.
In determining executive officers' total compensation for 2023, the Human Capital Management Committee considered conditions affecting the biotechnology industry and the significant volatility of the price of our common stock in light of corporate progress. The primary elements of our total direct compensation program for the named executive officers and a summary of the actions taken by the Human Capital Management Committee during 2023 are set forth below.
| Market-Based Base Salary Increases for NEOs | •Our named executive officers received base salary increases for 2023 consistent with our pay positioning philosophy of targeting target total cash compensation above the market median, placing their salary levels between the approximate 25th and 75th percentiles of similarly-situated executives at comparable companies based on our peer group. | ||||
| Annual Cash Incentives Paid Based on Performance | •Based on our achievement relative to our corporate performance goals during 2023, our named executive officers’ annual incentives tied to corporate performance were paid out at 100% of target. •Our named executive officers' annual incentives tied to corporate performance are subject to further adjustment based on individual performance, as determined by our Human Capital Management Committee on a case-by-case basis, with the resulting individual performance multiplier, if any, applied to determine the final annual incentive payout. | ||||
22
Long-Term Incentive Compensation Vesting Over Multi-Year Periods or Based on Key Performance Objectives | •Our named executive officers receive annual awards of stock options and, commencing in 2023, RSUs, each of which vest over four year periods. •Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our common stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our common stock over the long term, and they tightly align the interests of our executives with those of our stockholders. •RSU awards are granted because they are less dilutive to our stockholders, as fewer shares of our common stock are granted to achieve an equivalent value relative to stock options, and because RSU awards are an effective retention tool that maintain value even in cases where the share price is trading lower than the initial grant price. •In September 2023, the Human Capital Management Committee approved special equity awards of options and awards of PSUs to our named executive officers other than Dr. Levin. These special equity awards were intended by the Human Capital Management Committee to serve as special retention and incentive awards, given that the tumultuous market conditions had resulted in our named executive officers’ equity awards having considerably reduced retention value. The Human Capital Management Committee made this determination after consideration of the recommendations of Alpine regarding the role of such awards in retaining the named executive officers, including a review of the equity holdings of the named executive officers and the fact that a significant portion of stock options held by the named executive officers had exercise prices in excess of our common stock price at the time. •In order to address these retention concerns and align executive incentives with long-term value creation, the Human Capital Management Committee determined to grant our named executive officers other than Dr. Levin stock options and PSUs. The number of stock options granted was equal to 50% of the portion of the annual grants for 2023. These stock options represented an advance on the portion of their 2024 annual awards granted in January 2024 in the form of stock options, which January 2024 awards were reduced accordingly to take into account the September 2023 option awards. •Each named executive officer other than Dr. Levin also received a number of PSUs intended to approximate their annual target equity award value (if such awards were granted solely in the form of full value awards). The stock options granted in September 2023 vest in accordance with the standard vesting schedule described above. The PSUs vest in four equal tranches based on achievement of two key clinical development goals related to our delpacibart etedesiran, or del-desiran (formerly AOC 1001), and AOC 1020 candidates, each of which must be achieved prior to September 11, 2025. | ||||
23
Our Executive Compensation Practices
We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our stockholders’ long-term interests:
| WHAT WE DO | ||
✓ Pay for Performance. We design our executive compensation program to align pay with company performance. | ||
✓ Significant Portion of Compensation is at Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, including short-term cash incentives and long-term cash and equity incentives, to align the interests of our executive officers and stockholders. | ||
✓ Independent Compensation Committee. The Human Capital Management Committee is comprised solely of independent directors. | ||
✓ Independent Compensation Advisor Reports Directly to the Human Capital Management Committee. The Human Capital Management Committee engages its own compensation consultant to assist with making compensation decisions. | ||
✓ Annual Market Review of Executive Compensation. The Human Capital Management Committee and its compensation consultant annually assess competitiveness and market alignment of our compensation plans and practices. | ||
✓ Multi-Year or Performance Vesting Requirements. The equity awards granted to our executive officers vest over multi-year periods or based on performance goals tied to key corporate objectives, consistent with current market practice and our retention objectives. | ||
✓ Minimize Inappropriate Risk Taking. Our compensation program is weighted toward long-term incentive compensation to discourage short-term risk taking, and it includes goals that are quantifiable with objective criteria, multiple performance measures and caps on short-term incentive compensation. | ||
✓ “Double Trigger” Change in Control Cash Severance Benefits. The employment agreements with our named executive officers do not include any “single trigger” change in control cash severance benefits. | ||
✓ Competitive Peer Group. Our Human Capital Management Committee selects our peers from biotechnology and pharmaceutical companies that are similar to us with respect to market capitalization, revenue, headcount, commercialization stage, and geographic region, while also taking into account a number of qualitative criteria. | ||
✓ Clawback Policy. We maintain a clawback policy as required by SEC and Nasdaq rules to recover erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement. | ||
24
| WHAT WE DON’T DO | ||
X No Special Health or Welfare Benefits for Executives. Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other employees. Executives do not have access to special benefits programs. | ||
X No Post-Employment Tax Gross-Ups. We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits. | ||
X No Hedging Transactions by Employees or Directors. Our Insider Trading Compliance Policy and Procedures prohibits our employees (including executive officers) and directors from engaging in hedging or short-term speculative transactions involving our securities. | ||
Compensation Philosophy and Objectives | ||
We recognize that the ability to excel depends on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, the key objectives of our executive compensation program are:
•To attract, engage and retain an executive team who will provide leadership for our future success by providing competitive total pay opportunities.
•To establish a direct link between our business results, individual executive performance and total executive compensation.
•To align the interests of our executive officers with those of our stockholders.
Compensation Determination Process
Role of the Human Capital Management Committee
The Human Capital Management Committee of our Board develops, reviews and approves each of the elements of our executive compensation program. The Human Capital Management Committee also regularly assesses the effectiveness and competitiveness of our compensation programs.
In the first quarter of each year, the Human Capital Management Committee reviews the performance of each of our named executive officers during the previous year. At this time the Human Capital Management Committee also reviews our performance relative to the corporate performance goals set by the Board for the year under review and makes the final bonus payment determinations based on our overall corporate performance and the Human Capital Management Committee’s evaluation of each named executive officer’s performance for the year under review. In connection with this review, the Human Capital Management Committee also reviews and adjusts, as appropriate, annual base salaries for our named executive officers and grants, as appropriate, additional equity awards to our named executive officers and certain other eligible employees. The Chief Executive Officer also prepares a draft of the corporate performance goals for the current year for the Board to review and approve.
Role of Our Executive Officers
Our Chief Executive Officer, with the assistance and support of our Chief Human Resources Officer, our General Counsel and our human resources department, aids the Human Capital Management Committee by providing annual recommendations regarding the compensation of our named executive officers. The Human Capital Management Committee also, on occasion, meets with our Chief Executive Officer to obtain recommendations with respect to our compensation programs and practices generally. The Human Capital Management Committee considers, but is not bound to accept, the Chief Executive Officer’s recommendations with respect to named executive officer compensation.
Our Chief Executive Officer generally attends all of the Human Capital Management Committee meetings, but the Human Capital Management Committee also holds executive sessions that are not attended by any members of management or non-independent directors, as needed from time to time. Any deliberations or decisions regarding the compensation of our Chief Executive Officer are made without her present.
25
Role of Compensation Consultant and Comparable Company Information
The Human Capital Management Committee is authorized to retain the services of third-party compensation consultants and other outside advisors, from time to time, to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.
In 2023, the Human Capital Management Committee retained Alpine Rewards, LLC ("Alpine"), an independent third-party compensation consulting firm, for guidance in making compensation decisions and determining 2023 executive and director compensation. Specifically, the Human Capital Management Committee requested Alpine to advise it on a variety of compensation-related issues, including:
•conducting an analysis of current practices of comparable public companies to assist the Human Capital Management Committee in developing director and executive compensation levels;
•reviewing our peer group to determine whether additional or different peer companies or groups are necessary to provide appropriate information on market practices and compensation levels; and
•providing general information concerning director and executive compensation trends and developments.
Alpine did not provide any other services to us in 2023 beyond its engagement as an advisor to the Human Capital Management Committee on director, executive and non-executive compensation matters. The Human Capital Management Committee assessed the independence of Alpine pursuant to SEC and Nasdaq rules and concluded that no conflict of interest existed that would have prevented Alpine from serving as an independent consultant to the Human Capital Management Committee currently or during 2023.
Competitive Positioning
The Human Capital Management Committee reviews our peer group annually to reflect changes in market capitalization and other factors, including acquisitions, and revises the companies included in the peer group accordingly. For 2023, Alpine assisted the Human Capital Management Committee in identifying an appropriate peer group of companies for use as a reference when determining 2023 director and executive compensation. The peer group identified below was selected in September 2022 for purposes of setting 2023 compensation and the selection criteria identified below were measured at such date.
The identified peer group consisted of 20 life sciences companies in similar phases of development as our company. This peer group was selected based on the following parameters and not on the basis of the compensation levels of executives at the companies within this group:
MARKET CAPITALIZATION | •Generally between $300 million to $3.0 billion as of July 2022, representing a range of 0.3x to 3.0x our market capitalization at the time the peer group was established (approximately $840 million). •Our market capitalization was positioned near the 47th percentile of the peers at the time the peer group was selected in September 2022. | ||||
SECTOR AND STAGE | • Newly public (within the last five years) U.S. biopharma organizations. •Emphasis on companies with a similar therapeutic focus to ours, where possible. •Emphasis on Phase 1 to 2 companies to reflect our Phase 1/2 stage of development for our lead product candidate at the time the peer group was selected. | ||||
HEADCOUNT | • Companies with generally fewer than 400 employees based on our headcount of 165 employees in September 2022. | ||||
GEOGRAPHIC LOCATION | •Focused on West Coast or other biotech “hub” locations that reflect our talent market. | ||||
26
For 2023, this peer group consisted of the following companies:
| Arcturus Therapeutics | Morphic Therapeutic | ||||
| Crinetics Pharmaceuticals | NGM Biopharmaceuticals | ||||
| Dyne Therapeutics | Nkarta | ||||
| Editas Medicine | PMV Pharmaceuticals | ||||
Erasca, Inc. | Prometheus Biosciences | ||||
| Gossamer Bio | RAPT Therapeutics | ||||
| IGM Biosciences | Stoke Therapeutics | ||||
Janux Therapeutics | Vaxcyte | ||||
| Kura Oncology | Verve Therapeutics | ||||
| Kymera Therapeutics | Zentalis Pharmaceuticals | ||||
Our Human Capital Management Committee reviewed the foregoing comparable company data in connection with its determinations of the 2023 base salaries, total target cash and company-issued equity ownership for our named executive officers. The Human Capital Management Committee attempts to set total direct compensation opportunities for the named executive officers generally between the 50th and 75th percentiles, with a greater emphasis on performance-based and equity-based compensation. The Human Capital Management Committee does not, however, rely entirely on that data to determine named executive officer compensation. Instead, as described above and consistent with past practice, the Human Capital Management Committee members rely on their judgment and experience in setting those compensation levels and making those awards. As a result, variations on this pay positioning occur from year to year.
We expect that the Human Capital Management Committee will continue to review comparable company data in connection with setting the compensation we offer our named executive officers to help ensure that our compensation programs are competitive and fair.
The compensation levels of the named executive officers reflect to a significant degree the varying roles and responsibilities of such executives. As a result of the Human Capital Management Committee’s and the Board's assessment of our Chief Executive Officer’s roles and responsibilities within our company, there are significant compensation differentials between our Chief Executive Officer and our other named executive officers.
Results of 2023 Say on Pay Vote
At the 2023 annual meeting of stockholders, our stockholders voted, on an advisory basis, to approve our executive compensation, and approximately 98.8% of votes cast on the proposal were voted in favor of the say on pay proposal. The Human Capital Management Committee took the results of the advisory vote into consideration in making its executive compensation decisions for 2024, but its awareness of the advisory vote did not affect the committee’s decisions. The say on pay vote is advisory and, therefore, not binding on the Board or on the Company; however, because our stockholders will vote again, on an advisory basis, at the Annual Meeting on whether to approve our executive compensation, the Human Capital Management Committee intends to consider the results of the 2024 say on pay vote in future compensation decisions.
Executive Compensation Components | ||
The following describes each component of our executive compensation program, the rationale for each, and how compensation amounts are determined.
Base Salaries
In general, base salaries for our named executive officers are initially established through a market assessment of total compensation, taking into account such executive’s qualifications, experience and compensation expectations. Base salaries of our named executive officers are approved and reviewed annually by our Human Capital Management Committee and adjustments to base salaries are based on the scope of an executive’s responsibilities, individual contribution, prior experience and sustained performance. This strategy is consistent
27
with our intent of offering compensation that is cost-effective, competitive and contingent on the achievement of performance goals.
In January 2023, the Human Capital Management Committee reviewed the base salaries of our named executive officers. The Human Capital Management Committee, in consultation with our Chief Executive Officer (with respect to the salaries of our other named executive officers) and its independent compensation consultant, determined that the base salaries of our named executive officers would be as follows, which increases were effective January 1, 2023:
| Named Executive Officer | 2023 Base Salary | Percentage Increase (Decrease) from 2022 | ||||||||||||
Sarah Boyce | $ | 634,500 | 5.5 | % | ||||||||||
Michael F. MacLean | $ | 471,900 | 4.5 | % | ||||||||||
W. Michael Flanagan, Ph.D.(1) | $ | 470,600 | 11.5 | % | ||||||||||
Arthur A. Levin, Ph.D.(2) | $ | 250,000 | (45.0) | % | ||||||||||
Teresa McCarthy | $ | 439,300 | 4.5 | % | ||||||||||
(1)Dr. Flanagan received a merit increase to his 2022 base salary in line with the other named executive officers, in addition to an increase to his 2022 base salary of 6.5%, to reflect broader and additional areas of responsibilities than similarly-situated executives within the company's peer group companies.
(2)In connection with his transition from Chief Scientific Officer to the role of Distinguished Scientist and Strategic Leader, Dr. Levin's base salary was decreased to $250,000, effective February 23, 2023.
The foregoing increases placed our named executive officers’ salaries generally between the 25th and 75th percentile of similarly situated executives. The actual base salaries paid to all of our named executive officers for 2023 are set forth in the “Summary Compensation Table” below.
Performance Bonuses
Overview of Performance Bonuses
Each named executive officer is also eligible for a performance bonus based upon the achievement of pre-determined corporate performance goals approved by our Human Capital Management Committee. Bonus targets are established based on percentages of the executives’ respective base salaries for the relevant bonus year, and are expected to be paid out in the first quarter of the following year. The target levels for executive bonuses in 2023 were as follows: 55% of base salary for Ms. Boyce and 40% of base salary for each of Mr. MacLean, Dr. Flanagan, Ms. McCarthy and Dr. Levin. The target bonus levels of our named executive officers as a percentage of base salary remained unchanged from 2022. The actual bonuses awarded in any year, if at all, may be more or less than the target, depending on the achievement of corporate objectives.
The Human Capital Management Committee and the Board each year approves the corporate goals and milestones for the upcoming year, after considering recommendations from management and the company’s strategic objectives. For 2023, each named executive officer was eligible for a performance bonus based upon the achievement of certain corporate performance goals and objectives approved by our Board in December 2022. These performance goals and objectives were used as a guide by our Human Capital Management Committee in determining overall corporate performance for these executives as they represented those areas in which they were expected to focus their efforts during the year. The corporate goals for 2023 fell into the following categories: (i) advancing and expanding our pipeline, (ii) creating a disruptive and broad platform and (iii) building an agile, diverse, high-performing, patient-centric organization while ensuring we maintain adequate capital to progress our business model. In evaluating management’s performance against our 2023 corporate goals, our Human Capital Management Committee determined to award a corporate achievement level of 100% relative to those goals. Accordingly, this 100% achievement level was applied to each executive's target bonus level.
28
All final bonus payments to our named executive officers are determined by our Human Capital Management Committee.
2023 Corporate Performance Goals | ||
The 2023 performance goals were set at levels such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were established and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Human Capital Management Committee also specified a “stretch” weighting for certain clinical goals, corresponding to additional credit that could be achieved for those goals in the event of over performance in that area, generally representing up to an additional 50% in the aggregate of the target level for the corporate goals.
To determine the actual attainment of the corporate goals established for 2023, the Human Capital Management Committee employed a holistic analysis that took into account both the extent to which the performance goals had been achieved or exceeded as well as the relative difficulty of achieving the goals that were met and that were only partially met. In late 2023, in light of our strong performance against the objectives set by the Human Capital Management Committee, the Human Capital Management Committee determined our corporate performance percentage to be 100% of the target performance level for 2023. In coming to this determination, the Human Capital Management Committee noted that, with respect to del-desiran, the Company concluded the Phase 1/2 MARINA® trial, announced positive safety and efficacy data from the MARINA and MARINA-OLE™ trials, completed the interim analysis of the MARINA-OLE trial and had begun discussions with regulators to achieve alignment on the Phase 3 design.
Regarding AOC 1044, the Company enrolled its first participants and initiated dosing for people living with DMD44 in the Phase 1/2 EXPLORE44™ trial, announced data from healthy volunteers in the EXPLORE44 trial, announced the FDA granted AOC 1044 Orphan Designation status and Fast Track designation, and announced the European Medicines Agency granted it Orphan Designation status.
In addition, with respect to pipeline advancement and other objectives, the Human Capital Management Committee noted that the Company entered into a global licensing and research collaboration agreement with Bristol-Myers Squibb Company for the development of up to five cardiovascular targets, received approximately $100.0 million upfront in connection with this collaboration, and obtained important patents related to each of our clinical trials and our AOC platform.
In evaluating management's performance against our 2023 corporate goals, our Human Capital Management Committee determined to award a corporate achievement level of 100% relative to those goals. Accordingly, this 100% achievement level was applied to each named executive officer’s target bonus level.
The annual bonuses paid to our named executive officers for 2023 are set forth in the Summary Compensation Table below.
Equity-Based Incentive Awards
The goals of our long-term, equity-based incentive awards are to align the interests of our named executive officers and all employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued employment over multiple years, our equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our named executive officers, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to us, the size of prior grants as well as comparable company information, as described below. We have had no program, plan or practice pertaining to the timing of stock option grants to named executive officers coinciding with the release of material non-public information.
We use equity awards to compensate our named executive officers both in the form of initial grants in connection with the commencement of employment and annual refresher grants. Our Human Capital Management Committee typically approves annual equity awards during the first quarter of each year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant
29
program, the Human Capital Management Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Human Capital Management Committee.
Equity Vehicles
Annual equity awards are granted under our 2020 Plan, using a mix of different equity instruments to further its goal of attracting and retaining top performers and to balance the relative advantages of different instruments. During 2023, we granted our named executive officers stock options, RSUs and PSUs. Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our common stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our common stock over the long term, and they tightly align the interests of our executives with those of our stockholders.
The exercise price of each stock option grant is the fair market value of our common stock on the grant date, as determined by our Board from time to time. Option awards granted at the time of commencement of employment generally vest as to 25% of the award on the first anniversary of the vesting commencement date, with the remainder vesting in equal monthly installments over a three-year period thereafter. Option awards granted as part of our ongoing, annual award program generally vest in equal monthly installments over a four-year period. From time to time, our Human Capital Management Committee may, however, determine that a different vesting schedule is appropriate.
Commencing in 2023, we also grant RSUs to our named executive officers. Like option awards, RSUs are an important vehicle for tying executive pay to performance, since the award value upon vesting is tied directly to the value of our common stock. RSUs also complement stock option awards in the total mix of long term incentive awards because they are less dilutive to our stockholders, as fewer shares of our common stock are granted to achieve an equivalent value relative to stock options. RSUs serve as an important retention tool since they vest in four equal annual installments. From time to time, our Human Capital Management Committee may, however, determine that a different vesting schedule is appropriate.
2023 Annual Equity Awards
Generally, the Human Capital Management Committee determines the value of each executive officer’s annual equity grant using competitive market analysis prepared by Alpine with market data for each role, the recommendations of our Chief Executive Officer based on her evaluation of individual performance (except with respect to her own performance), the extent to which the executive officer is currently vested in his or her stock awards, scope and criticality of the executive’s role and parity in targets among executives in roles of a given level.
In January 2023, the Human Capital Management Committee approved the ordinary course annual equity awards for our named executive officers with approximately 80% of the total value of the awards allocated in the form of options and 20% in the form of RSUs. The equity awards granted to our named executive officers for 2023 are set forth in the “Grants of Plan-Based Awards" table below, each of which vests over four years in accordance with the standard vesting schedules described above.
2023 Special Retention Awards
In September 2023, the Human Capital Management Committee approved special equity awards of options and awards of PSUs to our named executive officers other than Dr. Levin. These special equity awards were intended by the Human Capital Management Committee to serve as special retention and incentive awards, given that the tumultuous market conditions and significant volatility in the price of our common stock had resulted in our named executive officers’ equity awards having considerably reduced retention value. The Human Capital Management Committee made this determination after consideration of the recommendations of Alpine regarding the role of such awards in retaining the named executive officers, including a review of the equity holdings of the named executive officers and the fact that a significant portion of stock options held by the named executive officers had exercise prices in excess of our common stock price at the time.
In order to address these retention concerns and align executive incentives with long-term value creation, the Human Capital Management Committee determined to grant our named executive officers stock options and PSUs. The number of stock options granted was equal to 50% of the portion of the annual grants for 2023.
30
These stock options represented an advance on the portion of their 2024 annual awards granted in January 2024 in the form of stock options, which January 2024 awards were reduced accordingly to take into account the September 2023 option awards. The stock options granted in September 2023 vest in accordance with the standard vesting schedule described above.
In determining to grant PSUs to the named executive officers other than Dr. Levin, the Human Capital Management Committee considered the recommendations of Alpine and determined that the introduction of PSUs into the equity program was appropriate to further align the interests of the named executive officers with stockholders and to enhance their equity holdings with a vehicle tied to key performance goals that would be expected to create meaningful stockholder value. The Human Capital Management Committee also considered the remaining shares in our equity pool and the fact that including PSUs in this retentive award would be less dilutive to stockholders. Each named executive officer other than Dr. Levin received a number of PSUs intended to approximate their annual target equity award value (if such awards were granted solely in the form of full value awards). The PSUs vest in four equal tranches based on achievement of two key clinical development goals related to our del-desiran and AOC 1020 product candidates, each of which must be achieved prior to September 11, 2025. In addition to any accelerated vesting that the executive may be entitled to pursuant to their employment agreement, as described in“—Employment Agreements with Our Named Executive Officers” below, the PSUs are eligible to vest in full upon a change in control.
As a result of the foregoing actions, in January 2024, our named executive officers received annual awards consisting only of 50% of the portion of their annual awards to be granted in the form of stock options and the portion of their annual awards scheduled to be granted in the form of RSUs as follows: Ms. Boyce, 300,000 options and 62,500 RSUs; Mr. MacLean, 106,000 options and 22,500 RSUs; Dr. Flanagan, 88,000 options and 20,0000 RSUs; and Ms. McCarthy, 78,000 options and 16,500 RSUs. The options and RSUs granted in January 2024 vest in accordance with the standard vesting schedules described above. We do not expect to grant any PSUs to our named executive officers during 2024, which, for the avoidance of doubt, is distinct from any vesting event associated with the PSUs awarded in 2023.
Dr. Levin will receive an award of 27,500 stock options on the date of the Annual Meeting (subject to a cap on the grant date value of such award of $375,000), consistent with the awards to be granted to our non-employee directors, which stock options will vest on the first anniversary of the grant date (or, if earlier, our next annual meeting of stockholders), subject to his continued service through the vesting date. The awards to Dr. Levin will also vest in the event of a change in control. In the event the value of the award to Dr. Levin would exceed the foregoing valuation cap, as calculated on the grant date in accordance with the Black-Scholes option pricing model (utilizing the same assumptions we utilize in preparation of our financial statements and the average closing price per share of our common stock for the 30-day period preceding the grant date), then the number of shares of our common stock underlying such grant will be reduced by a number necessary to ensure the value of such grant equals or falls below the limit.
For a description of certain accelerated vesting provisions applicable to the stock awards granted to our named executive officers, see “—Employment Agreements with Our Named Executive Officers” below.
Health, Welfare, and Retirement Benefits
Health and Welfare Benefits
Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on generally the same basis as all of our other employees. We do, however, pay the premiums for term life insurance for all of our employees, including our named executive officers.
Retirement Savings
We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides that each participant may make pre-tax deferrals from his or her compensation up to the statutory limit, which is $23,000 for calendar year 2024. Participants that are 50 years or older can also make “catch-up” contributions which, in calendar year 2024, may be up to an additional $7,500 above the statutory limit. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee. We also match employee contributions under the 401(k) plan in the amount of 100% of employee contributions up to 4% of their eligible compensation.
31
Other Benefits
Our Board may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests. We generally do not provide significant perquisites or personal benefits to our named executive officers.
Post-Termination and Change in Control Benefits
Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a change in control of our company. The employment agreements with each of our named executive officers provide for accelerated vesting of all outstanding equity awards, as well as certain other benefits upon a qualifying termination in connection with a change in control of our company. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” below.
| Prohibition on Certain Transactions in Avidity Securities | ||
Our Insider Trading Compliance Policy and Procedures prohibits our named executive officers, and entities controlled by such individuals and members of their households, from making short sales in our equity securities, transacting in puts, calls or other derivative securities involving our equity securities, on an exchange or in any other organized market, engaging in hedging transactions, purchasing our securities on margin or pledging our securities as collateral for a loan.
Tax and Accounting Considerations
Deductibility of Executive Compensation
The Human Capital Management Committee and our Board have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for “covered employees.” While we consider the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the Human Capital Management Committee, however, retains the discretion to approve compensation that may not qualify for the compensation deduction if, considering all applicable circumstances, it would be in our best interest for such compensation to be paid without regard to whether it may be tax deductible.
Accounting for Stock-Based Compensation
Under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), we are required to estimate the grant date “fair value” for each grant of equity award using various assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. ASC 718 also requires us to recognize the compensation cost of stock-based awards in our income statements over the period that an employee is required to render service in exchange for the award.
Risk Assessment of Compensation Program
In March 2024, management assessed our compensation program for the purpose of reviewing and considering any risks presented by our compensation policies and practices that are reasonably likely to have a material adverse effect on us. As part of that assessment, management reviewed the primary elements of our compensation program, including base salary, short-term incentive compensation and long-term incentive compensation. Management’s risk assessment included a review of the overall design of each primary element of our compensation program, and an analysis of the various design features, controls and approval rights in place with respect to compensation paid to management and other employees that mitigate potential risks to us that could arise from our compensation program. Following the assessment, management determined that our compensation policies and practices did not create risks that were reasonably likely to have a material adverse effect on us and reported the results of the assessment to our Human Capital Management Committee.
Policy for Recovery of Erroneously Awarded Compensation
32
In September 2023, the Human Capital Management Committee adopted a new Policy for Recovery of Erroneously Awarded Compensation, or the Clawback Policy, that is intended to satisfy new applicable SEC and Nasdaq rules, and can be accessed in the 2023 Annual Report. The Clawback Policy applies to all incentive-based compensation received by our current and former executive officers on or after October 2, 2023. As set forth in the Clawback Policy, if such compensation is later determined to have been erroneously awarded in the event of an accounting restatement of our financial statements, the Human Capital Management Committee is required to administer the recovery of the applicable compensation. Persons covered under the Clawback Policy are not entitled to indemnification in connection with enforcement of the Clawback Policy. Each of our named executive officers has executed an acknowledgment agreement conditioning receipt of compensation on adherence to the Clawback Policy.
Compensation Committee Report | ||
The Human Capital Management Committee of our board of directors, which performs functions equivalent to a compensation committee, has submitted the following report for inclusion in this proxy statement:
The Human Capital Management Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on such review and discussions, the Human Capital Management Committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the year ended December 31, 2023, filed by us with the SEC.
This report of the Human Capital Management Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the Human Capital Management Committee.
Respectfully submitted,
The Human Capital Management Committee of the Board of Directors
Edward M. Kaye, M.D. (Chair)
Tamar Thompson
33
COMPENSATION TABLES | ||
2023 Summary Compensation Table | ||
The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our named executive officers for services rendered for the years ended December 31, 2023, 2022 and 2021.
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | |||||||||||||||||||||||||||||||||||||
| Sarah Boyce | 2023 | 634,500 | — | 10,140,840 | 349,000 | 15,379 | 11,139,719 | |||||||||||||||||||||||||||||||||||||
| President and Chief Executive Officer | 2022 | 601,400 | — | 4,319,275 | 430,100 | 15,336 | 5,366,111 | |||||||||||||||||||||||||||||||||||||
| 2021 | 570,000 | — | 4,847,250 | 407,600 | 26,461 | 5,851,311 | ||||||||||||||||||||||||||||||||||||||
| Michael F. MacLean | 2023 | 471,900 | — | 3,801,386 | 188,760 | 14,082 | 4,476,128 | |||||||||||||||||||||||||||||||||||||
| Chief Financial and Chief Business Officer | 2022 | 451,500 | — | 1,333,894 | 234,800 | 15,336 | 2,035,530 | |||||||||||||||||||||||||||||||||||||
| 2021 | 420,000 | — | 1,486,490 | 218,400 | 11,984 | 2,136,874 | ||||||||||||||||||||||||||||||||||||||
| W. Michael Flanagan, Ph.D. | 2023 | 470,600 | — | 4,210,742 | 188,240 | 16,379 | 4,885,962 | |||||||||||||||||||||||||||||||||||||
Chief Scientific and Technical Officer | 2022 | 422,000 | — | 1,387,250 | 241,400 | 15,336 | 2,065,986 | |||||||||||||||||||||||||||||||||||||
| 2021 | 377,436 | 350,000 | 2,918,100 | 208,000 | 67,116 | 3,920,652 | ||||||||||||||||||||||||||||||||||||||
Arthur A. Levin, Ph.D.(5) | 2023 | 250,000 | — | 2,721,838 | 50,000 | 4,687 | 3,026,525 | |||||||||||||||||||||||||||||||||||||
| Distinguished Scientist and Strategic Leader and former Chief Scientific Officer | 2022 | 451,900 | — | 1,173,827 | 235,000 | 15,336 | 1,876,063 | |||||||||||||||||||||||||||||||||||||
| 2021 | 432,400 | — | 1,938,900 | 224,900 | 5,556 | 2,601,756 | ||||||||||||||||||||||||||||||||||||||
| Teresa McCarthy | 2023 | 439,300 | — | 3,097,607 | 175,720 | 13,766 | 3,726,393 | |||||||||||||||||||||||||||||||||||||
| Chief Human Resources Officer | 2022 | 420,300 | — | 1,600,673 | 229,500 | 15,336 | 2,265,809 | |||||||||||||||||||||||||||||||||||||
____________________
(1)Represents a one-time sign-on bonus paid to Dr. Flanagan in 2021 pursuant to his employment agreement and a discretionary bonus paid to Dr. Levin in early 2024 for 2023 performance.
(2)Represents the grant date fair value of RSU, PSU and option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to our NEOs computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Notes 2 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024. This amount does not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the awards or the sale of the common stock underlying such awards. The PSU awards are valued at target. If the PSU awards granted during 2023 were valued at maximum, the amounts shown in the column would be: Ms. Boyce, $1,642,500; Mr. MacLean, $657,000; Dr. Flanagan, $657,000; and Ms. McCarthy, $657,000.
(3)Represents annual bonuses for the applicable year under our annual bonus plan, as described above.
(4)For 2023, this includes (i) life insurance premiums of $1,379 for each NEO, (ii) a 401(k) matching contribution of $12,200 for Ms. Boyce, $10,903 for Mr. MacLean, $13,200 for Dr. Flanagan, $1,512 for Dr. Levin and $10,587 for Ms. McCarthy and (iii) a work from home stipend in the amount of $1,800 for each NEO. For 2021, Dr. Flanagan also received a relocation reimbursement payment of $36,429, plus $16,037 in tax-gross ups on such portion of the relocation benefits that were taxable to him.
(5)Effective February 23, 2023, Dr. Levin transitioned from serving as our Chief Scientific Officer to the role of Distinguished Scientist and Strategic Leader.
34
2023 Grants of Plan-Based Awards | ||
The following table sets forth summary information regarding grants of plan-based awards made to our named executive officers during the year ended December 31, 2023.
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stocks ($/sh)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value For Stock and Option Awards ($)(5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($)(1) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Boyce | — | — | 362,945 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | — | 400,000 | 22.47 | 6,437,160 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | 50,000 | — | — | 1,123,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | — | — | 200,000 | 6.57 | 937,680 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | 1,642,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael F. MacLean | — | — | 196,320 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | — | 148,000 | 22.47 | 2,381,749 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | 18,500 | — | — | 415,695 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | — | — | 74,000 | 6.57 | 346,942 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | 657,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
W. Michael Flanagan, Ph.D. | — | — | 200,120 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | — | 144,000 | 22.47 | 2,317,378 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | 40,000 | — | — | 898,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | — | — | 72,000 | 6.57 | 337,565 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | 657,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arthur A. Levin, Ph.D. | — | — | 50,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | — | 144,000 | 22.47 | 2,317,378 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | 18,000 | — | — | 404,460 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Teresa McCarthy | — | — | 182,760 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | — | 108,000 | 22.47 | 1,738,033 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1/20/2023 | — | — | — | — | — | 20,000 | — | — | 449,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | — | — | 54,000 | 6.57 | 253,174 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9/11/2023 | — | — | — | — | 657,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
____________________
(1)Represents the target annual bonus payouts pursuant to our annual bonus program, as described above.
(2)Represents PSUs granted to the NEOs (aside from Dr. Levin) that vest in four equal tranches based on achievement of two key clinical development goals related to our del-desiran and AOC 1020 product candidates, each of which must be achieved prior to September 11, 2025. In addition to any accelerated vesting that the executive may be entitled to pursuant to their respective employment agreement, as described in “—Employment Agreements with Our Named Executive Officers” below, the PSUs are eligible to vest in full upon a change in control.
(3)Represents RSUs that vest in equal annual installments on each of the first four anniversaries of the grant date, subject to the individual’s continued service through each vesting date. In addition, the employment agreements with our NEOs provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” below. The RSUs that were granted on January 20, 2023 were approved by our Human Capital Management Committee on January 18, 2023.
35
(4)Represents stock options that vest and become exercisable in equal monthly installments over the four-year period following the grant date until fully vested at the fourth anniversary of the vesting commencement date, subject to the individual’s continued service through each vesting date. In addition, the employment agreements with our NEOs provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” below. The stock options that were granted on January 20, 2023 were approved by our Human Capital Management Committee on January 18, 2023.
(5)Represents the grant date fair value of the stock and option awards granted in 2023. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the NEOs computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Notes 2 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024. This amount does not reflect the actual economic value that will be realized by the NEOs upon the vesting or exercise of the awards or the sale of the common stock underlying such awards.
Employment Agreements with Our Named Executive Officers | ||
Below are written descriptions of our employment agreements with each of our NEOs. Each of our NEOs’ employment is “at will” and may be terminated at any time.
Employment Agreement with Ms. Boyce
We have entered into an employment agreement with Ms. Boyce, which governs the terms of Ms. Boyce’s employment. Ms. Boyce serves as our President and Chief Executive Officer. Ms. Boyce’s agreement sets forth her annual base salary and eligibility to receive an annual performance bonus with a target amount of 55% of her base salary.
Regardless of the manner in which Ms. Boyce’s employment terminates, she is entitled to receive amounts previously earned during her employment, including unpaid salary and cash out of unused vacation. In addition, Ms. Boyce is entitled to certain severance benefits under her employment agreement, subject to her execution of a release of claims and compliance with post-termination obligations.
Ms. Boyce’s employment agreement provides for severance benefits for certain terminations that arise during and outside a change of control period. Upon a termination without cause or resignation for good reason outside of a change of control period (as such terms are defined below), Ms. Boyce is entitled to: (i) continuation of her base salary for 12 months (such applicable period, the severance period), and (ii) payment of the COBRA premiums for her and her eligible dependents until the earliest of (a) the end the severance period, (b) expiration of her eligibility for continuation coverage under COBRA, or (c) the date she becomes eligible for health insurance coverage in connection with her new employment.
Upon a termination without cause or resignation for good reason within 59 days prior to or 12 months after a change of control (such period, the change of control period), Ms. Boyce is entitled to: (i) continuation of her base salary for 18 months, (ii) an amount equal to her target annual bonus for the year in which the termination occurs, paid in a lump sum, (iii) payment of the COBRA premiums for her and her eligible dependents until the earliest of (a) the end such 18-month period, (b) expiration of her eligibility for continuation coverage under COBRA, or (c) the date she becomes eligible for health insurance coverage in connection with her new employment, and (iv) accelerated vesting of any unvested time-based vesting equity awards.
For purposes of Ms. Boyce’s employment agreement:
•“cause” means (i) executive’s willful failure substantially to perform executive’s duties and responsibilities to us or deliberate violation of our policy; (ii) executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to us; (iii) executive’s unauthorized use or disclosure of any proprietary information or trade secrets of ours or any other party to whom executive owes an obligation of nondisclosure as a result of executive’s relationship with us; or (iv) executive’s willful breach of any of executive’s obligations under any written agreement or covenant with us;
•“change of control” has the same meaning given to such term in our 2020 Plan; and
•“good reason” means executive’s resignation from employment with us if we take any of the following actions without executive’s prior written consent: (i) a material reduction in executive’s base salary,
36
unless pursuant to a salary reduction program applicable generally to our similarly situated employees; (ii) a material reduction in executive’s duties, including responsibilities and/or authorities, provided that it shall not constitute good reason if such reduction is a mere change of title alone or change in reporting relationship; (iii) relocation of executive’s principal place of employment to a place that increases executive’s one-way commute by more than 50 miles as compared to executive’s then-current principal place of employment immediately prior to such relocation; or (iv) any other action or inaction that constitutes a material breach by us of any agreement under which executive provides services.
Employment Agreement with Mr. MacLean
We have entered into an employment agreement with Mr. MacLean, which sets forth the terms of Mr. MacLean’s employment. Mr. MacLean serves as our Chief Financial and Chief Business Officer. Mr. MacLean’s agreement sets forth his annual base salary and eligibility to receive an annual performance bonus with a target amount of 40% of his base salary. Mr. MacLean is also eligible for relocation assistance in connection with his relocation to the San Diego, California area. In addition, if Mr. MacLean is terminated by us without cause or he resigns for good reason (as such terms are defined below) within one year following his relocation, we will pay for his relocation back to Massachusetts (in an amount not to exceed the initial relocation reimbursement provided by us).
Regardless of the manner in which his service terminates, Mr. MacLean is entitled to receive amounts previously earned during his term of service, including unpaid salary and cash out of unused vacation. In addition, Mr. MacLean is entitled to certain severance benefits under his employment agreement, subject to his execution of a release of claims and compliance with post-termination obligations.
Mr. MacLean’s employment agreement provides for severance benefits for certain terminations that arise during and outside a change of control period. Upon a termination without cause or resignation for good reason outside of a change of control period (as such terms are defined below), Mr. MacLean is entitled to: (i) continuation of his base salary for 12 months (such applicable period, the severance period), (ii) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the end the severance period, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment, and (iii) any vested equity awards remaining exercisable.
Upon a termination without cause or resignation for good reason within 59 days prior to or 12 months after a change of control (such period, the change of control period), Mr. MacLean is entitled to: (i) continuation of his base salary for 12 months, (ii) an amount equal to his target annual bonus for the year in which the termination occurs, paid in a lump sum, (iii) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the end of such 12-month period, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment, and (iv) accelerated vesting of any unvested time-based vesting equity awards and any vested equity awards remaining exercisable.
For purposes of Mr. MacLean’s employment agreement:
•“cause” means (i) executive’s willful failure substantially to perform executive’s duties and responsibilities to us causing material harm to us after written notice to executive specifying such failure and executive’s failure to cure within 60 days or deliberate violation of our written policy causing material harm to us; (ii) executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to us; (iii) executive’s unauthorized use or disclosure of any proprietary information or trade secrets of ours or any other party to whom executive owes an obligation of nondisclosure as a result of executive’s relationship with us; or (iv) executive’s willful breach of any of executive’s obligations under any written agreement or covenant with us;
•“change of control” has the same meaning as given to the term in Ms. Boyce’s employment agreement, as described above; and
•“good reason” means executive’s resignation from employment with us if we take any of the following actions without executive’s prior written consent: (i) a material reduction in executive’s base salary,
37
unless pursuant to a salary reduction program applicable to our executive team at the same reduction percentage; (ii) a material reduction in executive’s duties (including responsibilities and/or authorities) or requirement that executive reports to someone other than our Chief Executive Officer; provided that it shall not constitute good reason if such reduction is a mere change of title alone; (iii) relocation of executive’s principal place of employment to a place that increases executive’s one-way commute by more than 50 miles as compared to executive’s then-current principal place of employment immediately prior to such relocation; or (iv) any other action or inaction that constitutes a material breach by us of any agreement under which executive provides services.
Employment Agreement with Dr. Flanagan
We have entered into an employment agreement with Dr. Flanagan, which sets forth the terms of Dr. Flanagan’s employment. Dr. Flanagan serves as our Chief Scientific and Technical Officer. Dr. Flanagan’s agreement sets forth his annual base salary and eligibility to receive an annual performance bonus with a target amount of 40% of his base salary (which bonus was pro-rated for 2021) of his then-current annual base salary.
Dr. Flanagan also received a $350,000 signing bonus in connection with his commencement of employment. Dr. Flanagan was also eligible to receive a relocation reimbursement payment and tax gross-up of up to an aggregate of $150,000 for the expenses incurred in connection with his relocation to the San Diego, California area. A prorated portion of the relocation expenses was repayable by Dr. Flanagan in the event he was terminated for cause or resigns without good reason prior to the first anniversary of his start date. In addition, if Dr. Flanagan was terminated by us for cause or by him without good reason prior to the first anniversary of his relocation date, his relocation reimbursement was subject to full repayment. If Dr. Flanagan was terminated by us for cause or by him without good reason after the first anniversary of his relocation date but before the second anniversary of his relocation date, 50% of his relocation reimbursement is subject to repayment. In 2021, Dr. Flanagan received a relocation reimbursement payment of $36,429, plus $16,037 in tax gross-ups on such portion of the relocation benefits that were taxable to him. Dr. Flanagan is not eligible for reimbursement payments in addition to the amounts already paid to him.
Regardless of the manner in which his service terminates, Dr. Flanagan is entitled to receive amounts previously earned during his term of service, including unpaid salary and cash out of unused vacation. In addition, Dr. Flanagan is entitled to certain severance benefits under his employment agreement, subject to his execution of a release of claims and compliance with post-termination obligations.
Dr. Flanagan’s employment agreement provides for severance benefits for certain terminations that arise during and outside a change of control period. Upon a termination without cause or resignation for good reason outside of a change of control period (as such terms are defined below), Dr. Flanagan is entitled to: (i) continuation of his base salary for 12 months (such applicable period, the severance period), and (ii) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the end the severance period, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment.
Upon a termination without cause or resignation for good reason within 59 days prior to or 12 months after a change of control (such period, the change of control period), Dr. Flanagan is entitled to: (i) continuation of his base salary for 12 months, (ii) an amount equal to his target annual bonus for the year in which the termination occurs, paid in a lump sum, (iii) payment of the COBRA premiums for him and his eligible dependents until the earliest of (a) the end of such 12-month period, (b) expiration of his eligibility for continuation coverage under COBRA, or (c) the date he becomes eligible for health insurance coverage in connection with his new employment, and (iv) accelerated vesting of any unvested time-based vesting equity awards.
For purposes of Dr. Flanagan’s employment agreement:
•“cause” has the same meaning as given to the term in Ms. Boyce’s employment agreement, as described above;
•“change of control” has the same meaning as given to the term in Ms. Boyce’s employment agreement, as described above; and
•“good reason” means executive’s resignation from employment with us if we take any of the following actions without executive’s prior written consent: (i) a material reduction in executive’s base salary,
38
unless pursuant to a salary reduction program applicable generally to our similarly situated employees; (ii) a material reduction in executive’s duties, including responsibilities and/or authorities, provided that it shall not constitute good reason if such reduction is a mere change of title alone or change in reporting relationship; (iii) relocation of executive’s principal place of employment to a place that increases executive’s one-way commute by more than 50 miles as compared to executive’s then-current principal place of employment immediately prior to such relocation; or (iv) any other action or inaction that constitutes a material breach by us of any agreement under which executive provides services.
Employment Agreement with Ms. McCarthy
We have entered into an employment agreement with Ms. McCarthy, which sets forth the terms of her employment. Ms. McCarthy serves as our Chief Human Resources Officer. Ms. McCarthy’s agreement sets forth her annual base salary and eligibility to receive an annual performance bonus with a target amount of 40% of her base salary of her then-current annual base salary.
Regardless of the manner in which her service terminates, Ms. McCarthy is entitled to receive amounts previously earned during her term of service, including unpaid salary and cash out of unused vacation. In addition, Ms. McCarthy is entitled to certain severance benefits under her employment agreement, subject to her execution of a release of claims and compliance with post-termination obligations.
Ms. McCarthy’s employment agreement provides for severance benefits for certain terminations that arise during and outside a change of control period. Upon a termination without cause or resignation for good reason outside of a change of control period (as such terms are defined below), Ms. McCarthy is entitled to: (i) continuation of her base salary for 12 months (such applicable period, the severance period), and (ii) payment of the COBRA premiums for her and her eligible dependents until the earliest of (a) the end the severance period, (b) expiration of her eligibility for continuation coverage under COBRA, or (c) the date she becomes eligible for health insurance coverage in connection with her new employment.
Upon a termination without cause or resignation for good reason within 59 days prior to or 12 months after a change of control (such period, the change of control period), Ms. McCarthy is entitled to: (i) continuation of her base salary for 12 months, (ii) an amount equal to her target annual bonus for the year in which the termination occurs, paid in a lump sum, (iii) payment of the COBRA premiums for her and her eligible dependents until the earliest of (a) the end of such 12-month period, (b) expiration of her eligibility for continuation coverage under COBRA, or (c) the date she becomes eligible for health insurance coverage in connection with her new employment, and (iv) accelerated vesting of any unvested time-based vesting equity awards.
For purposes of Ms. McCarthy’s employment agreement:
•“cause” has the same meaning as given to the term in Ms. Boyce’s employment agreement, as described above;
•“change of control” has the same meaning as given to the term in Ms. Boyce’s employment agreement, as described above; and
•“good reason” means executive’s resignation from employment with us if we take any of the following actions without executive’s prior written consent: (i) a material reduction in executive’s base salary, unless pursuant to a salary reduction program applicable generally to our similarly situated employees; (ii) a material reduction in executive’s duties, including responsibilities and/or authorities, provided that it shall not constitute good reason if such reduction is a mere change of title alone or change in reporting relationship; (iii) relocation of executive’s principal place of employment to a place that increases executive’s one-way commute by more than 50 miles as compared to executive’s then current principal place of employment immediately prior to such relocation; or (iv) any other action or inaction that constitutes a material breach by us of any agreement under which executive provides services.
Employment Agreement with Dr. Levin
In connection with his transition from serving as our Chief Scientific Officer to the role of Distinguished Scientist and Strategic Leader and serving on our Board, we entered into an amended and restated employment agreement with Dr. Levin which sets forth the terms of his employment with us and his services on our Board, effective as of February 23, 2023. Under Dr. Levin’s agreement, he is entitled to an annual base salary of
39
$250,000 and may receive a discretionary annual bonus. Dr. Levin is not entitled to any additional compensation for his service on our Board, including under our Director Compensation Program.
Dr. Levin is not entitled to any severance payments or benefits under his agreement, though his outstanding equity awards will accelerate upon a change of control (having the same meaning as defined in the 2020 Plan), consistent with the treatment of equity awards for other members of the Board.
| Outstanding Equity Awards at Fiscal Year-End | ||
The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at December 31, 2023.
| Option Awards | |||||||||||||||||||||||||||||||||||
| Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option Expiration Date | |||||||||||||||||||||||||||||
Sarah Boyce | 12/18/2019 | 10/7/2019 | 1,097,015 | (2) | — | 1.24 | 12/18/2029 | ||||||||||||||||||||||||||||
| 2/2/2021 | 1/1/2021 | 218,750 | (1) | 81,250 | 22.34 | 2/2/2031 | |||||||||||||||||||||||||||||
| 1/21/2022 | 1/3/2022 | 203,645 | (1) | 221,355 | 14.22 | 1/21/2032 | |||||||||||||||||||||||||||||
| 1/20/2023 | 1/20/2023 | 91,666 | (1) | 308,334 | 22.47 | 1/20/2033 | |||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | 12,500 | (1) | 187,500 | 6.57 | 9/11/2033 | |||||||||||||||||||||||||||||
Michael F. MacLean | 5/15/2020 | 5/15/2020 | 284,427 | (2) | 29,628 | 8.82 | 5/15/2030 | ||||||||||||||||||||||||||||
| 2/2/2021 | 1/1/2021 | 67,083 | (1) | 24,917 | 22.34 | 2/2/2031 | |||||||||||||||||||||||||||||
| 1/21/2022 | 1/3/2022 | 62,890 | (1) | 68,360 | 14.22 | 1/21/2032 | |||||||||||||||||||||||||||||
| 1/20/2023 | 1/20/2023 | 33,916 | (1) | 114,084 | 22.47 | 1/20/2033 | |||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | 4,625 | (1) | 69,375 | 6.57 | 9/11/2033 | |||||||||||||||||||||||||||||
W. Michael Flanagan, Ph.D. | 1/21/2021 | 1/21/2021 | 109,375 | (2) | 40,625 | 26.75 | 1/21/2031 | ||||||||||||||||||||||||||||
| 1/21/2022 | 1/3/2022 | 65,406 | (1) | 71,094 | 14.22 | 1/21/2032 | |||||||||||||||||||||||||||||
| 1/20/2023 | 1/20/2023 | 33,000 | (1) | 111,000 | 22.47 | 1/20/2033 | |||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | 4,500 | (1) | 67,500 | 6.57 | 9/11/2033 | |||||||||||||||||||||||||||||
| Arthur A. Levin, Ph.D. | 2/19/2020 | 2/19/2020 | 68,323 | (2) | 8,793 | 1.24 | 2/19/2030 | ||||||||||||||||||||||||||||
| 2/2/2021 | 1/1/2021 | 87,500 | (1) | 32,500 | 22.34 | 2/2/2031 | |||||||||||||||||||||||||||||
| 1/21/2022 | 1/3/2022 | 55,343 | (1) | 60,157 | 14.22 | 1/21/2032 | |||||||||||||||||||||||||||||
| 1/20/2023 | 1/20/2023 | 33,000 | (1) | 111,000 | 22.47 | 1/20/2033 | |||||||||||||||||||||||||||||
| Teresa McCarthy | 8/24/2020 | 8/24/2020 | 88,333 | (2) | 17,667 | 29.00 | 8/24/2030 | ||||||||||||||||||||||||||||
| 2/2/2021 | 1/1/2021 | 80,208 | (1) | 29,792 | 22.34 | 2/2/2031 | |||||||||||||||||||||||||||||
| 1/21/2022 | 1/3/2022 | 75,468 | (1) | 82,032 | 14.22 | 1/21/2032 | |||||||||||||||||||||||||||||
| 1/20/2023 | 1/20/2023 | 24,750 | (1) | 83,250 | 22.47 | 1/20/2033 | |||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | 3,375 | (1) | 50,625 | 6.57 | 9/11/2033 | |||||||||||||||||||||||||||||
____________________
(1)The stock options vest and become exercisable in equal monthly installments over the four-year period following the vesting commencement date until fully vested at the fourth anniversary of the vesting commencement date, subject to the individual’s continued service through each vesting date. In addition, the employment agreements with our NEOs provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” above.
(2)The stock options vest and become exercisable with respect to 25% of the underlying shares on the one-year anniversary of the vesting commencement date and monthly thereafter in equal installments until fully vested at the fourth anniversary of the vesting commencement date, subject to the individual’s continued service through each vesting date. In addition, the employment agreements with our NEOs provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” above.
40
Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Grant Date | Vesting Commencement Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) (2) | |||||||||||||||||||||||||||||
Sarah Boyce | 1/20/2023 | 1/20/2023 | 50,000 | (1) | 452,500 | — | — | ||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | — | — | 250,000 | 2,262,500 | ||||||||||||||||||||||||||||||
Michael F. MacLean | 1/20/2023 | 1/20/2023 | 18,500 | (1) | 167,425 | — | — | ||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | — | — | 100,000 | 905,000 | ||||||||||||||||||||||||||||||
W. Michael Flanagan, Ph.D. | 1/20/2023 | 1/20/2023 | 40,000 | (1) | 362,000 | — | — | ||||||||||||||||||||||||||||
| Arthur A. Levin, Ph.D. | 1/20/2023 | 1/20/2023 | 18,000 | (1) | 162,900 | — | — | ||||||||||||||||||||||||||||
| Teresa McCarthy | 1/20/2023 | 1/20/2023 | 20,000 | (1) | 181,000 | — | — | ||||||||||||||||||||||||||||
| 9/11/2023 | 9/11/2023 | — | — | 100,000 | 905,000 | ||||||||||||||||||||||||||||||
(1)The stock options vest and become exercisable in equal monthly installments over the four-year period following the vesting commencement date until fully vested at the fourth anniversary of the vesting commencement date, subject to the individual’s continued service through each vesting date. In addition, the employment agreements with our NEOs provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” above.
(2)Market value is calculated by multiplying the number of RSU or PSU stock awards that have not vested by the closing price of our common stock on December 29, 2023, the last trading day of 2023, which was $9.05.
Option Exercises | ||
The following table sets forth information regarding option exercises that vested during 2023 with respect to our named executive officers.
| Option Awards | ||||||||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | ||||||||||||
Sarah Boyce | 50,000 | 1,155,727 | ||||||||||||
Michael F. MacLean | — | — | ||||||||||||
W. Michael Flanagan, Ph.D. | — | — | ||||||||||||
Arthur A. Levin, Ph.D. | 20,100 | 433,872 | ||||||||||||
Teresa McCarthy | — | — | ||||||||||||
____________________
(1)The amount shown for value realized on exercise of stock options equals (a) the number of shares of our common stock to which the exercise of the stock option related, multiplied by (b) the difference between the per-share market price of the shares on the date of exercise and the per-share exercise price of the option. If the stock acquired upon exercise was sold on the day of exercise, the market price was determined as the actual sales price of the stock. If the stock acquired upon exercise was not sold on the day of exercise, the market price was determined as the closing price of the stock on the Nasdaq Stock Market on the exercise date.
Potential Payments Upon Termination or Change in Control | ||
The following table summarizes the potential payments to our named executive officers in the scenarios listed in the table below. The table assumes that the termination of employment or change in control, as applicable, occurred on December 31, 2023. Except as described in the footnote below, the value of the accelerated
41
vesting of option awards was computed using $9.05, which was the price of our common stock at December 29, 2023, the last trading day of 2023 (less, in the case of option awards, the exercise price per share of such option awards).
| Triggering Event | Cash Severance ($)(1) | Accelerated Equity Awards ($)(2) | Health Benefits ($)(3) | Total ($) | ||||||||||||||||||||||
Sarah Boyce | ||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 634,500 | — | 32,193 | 666,693 | ||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 1,300,725 | 3,180,000 | 48,289 | 4,529,014 | ||||||||||||||||||||||
Michael F. MacLean | ||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 471,900 | — | 11,013 | 482,913 | ||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 660,660 | 1,251,289 | 11,013 | 1,922,962 | ||||||||||||||||||||||
W. Michael Flanagan, Ph.D. | ||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 470,600 | — | 22,556 | 493,156 | ||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 658,840 | 1,434,400 | 22,556 | 2,115,796 | ||||||||||||||||||||||
Arthur A. Levin, Ph.D. | ||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | — | — | — | — | ||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | — | 231,573 | — | 231,573 | ||||||||||||||||||||||
Teresa McCarthy | ||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 439,300 | — | 32,193 | 471,493 | ||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 615,020 | 1,211,550 | 32,193 | 1,858,763 | ||||||||||||||||||||||
____________________
(1)Represents cash severance payable upon an involuntary termination without cause or a resignation for good reason pursuant to the NEOs’ employment agreements. For Ms. Boyce, represents 12 months’ base salary (increased to 18 months’ base salary and full target bonus in the event of such a termination within 59 days prior to or 12 months following a change in control). For the other NEOs, represents 12 months’ base salary (plus full target bonus in the event of such a termination within 59 days prior to or 12 months following a change in control).
(2)These values are based on the fair market value of our common stock of $9.05 on December 29, 2023, the last trading day of 2023. In the case of accelerated options, the value represents the excess of such fair market value over the exercise price of the unvested options, multiplied by the number of shares of common stock underlying such unvested options, the vesting of which accelerates in connection with the specified event. In the event of an involuntary termination without cause or a resignation for good reason within 59 days prior to or 12 months following a change in control, all outstanding unvested time-based vesting option awards held by the NEOs will vest upon such termination. In the case of unvested RSU and PSU awards, the value represents the number of shares of common stock underlying the unvested RSU and PSU awards, multiplied by the fair market value described above, the vesting of which accelerates in connection with the specified event.
(3)Represents the value of the continuation of health benefits for the period corresponding to the period for which the NEO will receive cash severance benefits following the date of the named executive officer’s termination.
42
Pay Versus Performance | ||
The Company’s principal executive officer ("PEO") and our NEOs not including our PEO were as follows for the fiscal years ended December 31, 2023, 2022, 2021 and 2020:
| Year | PEO | Non-PEO NEOs | ||||||||||||
| 2023 | Michael F. MacLean, W. Michael Flanagan, Ph.D., Teresa McCarthy and Arthur A. Levin, Ph.D. | |||||||||||||
| 2022 | Michael F. MacLean, W. Michael Flanagan, Ph.D., Teresa McCarthy and Arthur A. Levin, Ph.D. | |||||||||||||
| 2021 | Michael F. MacLean, W. Michael Flanagan, Ph.D., Arthur A. Levin, Ph.D., Joseph Baroldi and Jae B. Kim, M.D. | |||||||||||||
| 2020 | Michael F. MacLean and Jae B. Kim, M.D. | |||||||||||||
The following table sets forth information concerning the compensation of our PEO and non-PEO NEOs for the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | Net Income (Loss) (in thousands) ($) | ||||||||||||||||||||||||||||||||||||||
| Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | |||||||||||||||||||||||||||||||||||||||||||
| 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | ( | |||||||||||||||||||||||||||||||||||||||||||
| 2021 | ( | |||||||||||||||||||||||||||||||||||||||||||
| 2020 | ( | |||||||||||||||||||||||||||||||||||||||||||
(1)Amounts represent compensation actually paid ("CAP") to our PEO and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below).
(2)Fair value or change in fair value, as applicable, of stock options in the “Compensation Actually Paid” columns was estimated using a Black-Scholes option pricing model for the purposes of this disclosure in accordance with SEC rules and do not reflect compensation actually earned, realized or received during each applicable year. The calculation of CAP for purposes of this table includes point-in-time fair values of equity awards and these values will fluctuate based on our stock price and various accounting valuation assumptions. See the Summary Compensation Table for certain other compensation of our PEO and our non-PEO NEOs for each applicable fiscal year. Further, fair value of RSU and PSU awards held by the NEOs is based on market price of the Company's common stock.
(3)For the relevant fiscal year, represents our cumulative TSR or the cumulative TSR of the Nasdaq Biotechnology Index, in each case assuming an initial investment of $100 as described under the Narrative Disclosure to Pay Versus Performance heading below. We have never declared or paid a dividend on our common stock and do not anticipate doing so in the foreseeable future.
In the table immediately above, the columns entitled "Compensation Actually Paid to PEO" and "Average Compensation Actually Paid to non-PEO NEOs" reflect the Total Compensation reported in the 2023 Summary Compensation Table ("SCT") under the "Compensation Tables" section of this proxy statement, as adjusted based on the following:
43
| SCT Total ($) | Minus SCT Equity Awards ($) | Plus Value of New Unvested Awards as of 12/31 ($) | Plus Annual Change in Value of Prior Year Awards that Remain Unvested ($) | Plus Value of Awards Vested and Granted During Year ($) | Plus Change in Value of Prior Year Awards that Vest During Year ($) | Total CAP ($) | ||||||||||||||||||||||||||||||||||||||
| PEO | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| 2021 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||||||||
| Average Non-PEO NEOs | ||||||||||||||||||||||||||||||||||||||||||||
| 2023 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| 2022 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| 2021 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||||||||
Narrative Disclosure to Pay Versus Performance Table
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, and (iii) our net loss, in each case, for the fiscal years ended December 31, 2023, 2022, 2021 and 2020.
TSR amounts reported in the graph assume an initial fixed investment of $100 on June 12, 2020 (the date our common stock commenced trading on the Nasdaq Global Market) and, with respect to our cumulative TSR, based on the opening trading price of $18.00 per share on such date, and that all dividends, if any, were reinvested. We have never declared or paid a dividend on our common stock and do not anticipate doing so in the foreseeable future.
44
No Financial Performance Measures Used in Setting Executive Compensation
The Company does not use any financial performance measures in determining executive compensation, other than stock price, given that the value to be delivered pursuant to the equity awards granted to our named executive officers is dependent on our future stock price. Pursuant to SEC guidance, stock price is not a permissible “Company Selected Measure.” As a result, we do not have a Company Selected Measure to reflect in the table above.
CEO Pay Ratio | ||
For 2023, the annual total compensation of our median employee, excluding Ms. Boyce, was $224,701, and the annual total compensation of Ms. Boyce, was $11,139,719. The ratio of these amounts is 50 to 1.
To identify our median employee, we used a consistently applied compensation measure (“CACM”) to all employees as of December 31, 2023, including full time, part-time, regular and temporary employees, and excluding Ms. Boyce.
Our CACM consisted of the sum of (i) annual base salary, (ii) cash bonus or incentive paid in 2022 and (iii) grant date fair value of equity awards granted in 2023, as obtained from our payroll and equity systems. Other than annualizing base salaries for permanent employees who were on a leave of absence or not employed for the full year as permitted under Item 402(u) of Regulation S-K, we did not make any compensation adjustments, whether for cost of living or otherwise, in the identification process. The median employee’s annual total compensation for fiscal 2023 was determined using the same methodology used to determine Ms. Boyce’s annual total compensation set forth in the “Summary Compensation Table” on page 34 of this proxy statement.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. SEC regulations permit companies to adopt a variety of methodologies, apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices and other factors unique to their workforce and business operations when calculating their pay ratio. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.
45
DIRECTOR COMPENSATION | ||
Our non-employee director compensation program (the “Director Compensation Program”) is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Directors who are also employees of our Company do not receive compensation for their service on the Board. We have reimbursed, and will continue to reimburse, our non-employee directors for their actual out-of-pocket costs and expenses incurred in connection with attending Board meetings.
Under the Director Compensation Program, non-employee directors receive a cash retainer for service on the Board and for service on each committee of which the director is a member. The Chair of the Board and each committee chair received a higher retainer for such service. Cash retainers are payable quarterly in arrears. Annual cash retainers will be pro-rated for any partial calendar quarter of service. The fees paid to non-employee directors for service on the Board under the Director Compensation Program are as follows:
| Cash Compensation | |||||
Board of Directors annual retainer | $ | 40,000 | |||
Annual retainer for the Chair | $ | 70,000 | |||
Committee chair annual retainers | |||||
Audit | $ | 15,000 | |||
Compensation | $ | 10,000 | |||
Nominating and Corporate Governance | $ | 8,000 | |||
Committee member annual retainers | |||||
Audit | $ | 7,500 | |||
Compensation | $ | 5,000 | |||
Nominating and Corporate Governance | $ | 4,000 | |||
In addition, under the Director Compensation Program in effect from April 2023 to April 2024, upon his or her initial appointment or election, each of our non-employee directors is eligible to receive a grant of options to purchase 44,000 shares of our common stock (subject to a cap on the grant date value of such award of $750,000) vesting in equal monthly installments over three years, upon initial election or appointment to the Board (the "Initial Director Grant"), and thereafter annual grants of options to purchase 22,000 shares of our common stock on the date of each annual meeting of stockholders (subject to a cap on the grant date value of each such award of $375,000), vesting on the first to occur of (i) the first anniversary of the grant date or (ii) the next occurring annual meeting of our stockholders (each such grant for each director an "Annual Director Grant"), in each case subject to the non-employee director’s continued service on the applicable vesting date.
In the event the value of an Initial Director Grant or an Annual Director Grant would exceed these caps, as calculated on the grant date in accordance with the Black-Scholes option pricing model (utilizing the same assumptions we utilize in preparation of our financial statements and the average closing price per share of our common stock for the 30-day period preceding the grant date), then the number of shares of our common stock underlying such Initial Director Grant or the Annual Director Grant shall be reduced by a number necessary to ensure the value of such grant equals or falls below the applicable limit.
In April 2024, after consultation with Alpine regarding director compensation relative to the market and the Company's peer group, the Board, upon recommendation from the Human Capital Management Committee, resolved to increase the Initial Director Grant to an option to purchase 55,000 shares and each Annual Director grant to an option to purchase 27,500 shares (subject to the caps on the grant date value of each Initial Director Grant and each Annual Director Grant of $750,000 and $375,000, respectively, as described above).
All equity awards granted to our non-employee directors under the Director Compensation Program will vest upon a change of control (as defined in the 2020 Plan) of the Company.
46
The following table sets forth information regarding the compensation of our non-employee directors earned for services rendered during the year ended December 31, 2023. Ms. Boyce, who served as our President and Chief Executive Officer during the year ended December 31, 2023, and continues to serve in that capacity, does not receive additional compensation for her service as a director. Dr. Levin was appointed to the Board in February 2023. In his current employee role as our Distinguished Scientist and Strategic Leader, Dr. Levin does not receive additional compensation for his service as a director. All compensation paid to Ms. Boyce is reported above in the “Summary Compensation Table.” Eric Mosbrooker served as a director until his resignation on December 31, 2023.
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
Carsten Boess | 55,000 | 190,311 | — | 245,311 | ||||||||||||||||||||||
Noreen Henig, M.D. | 55,500 | 190,311 | — | 245,811 | ||||||||||||||||||||||
Edward Kaye, M.D. | 54,000 | 190,311 | — | 244,311 | ||||||||||||||||||||||
Jean Kim | 47,500 | 190,311 | — | 237,811 | ||||||||||||||||||||||
Eric Mosbrooker | 45,000 | 190,311 | — | 235,311 | ||||||||||||||||||||||
Tamar Thompson | 49,000 | 190,311 | — | 239,311 | ||||||||||||||||||||||
Troy Wilson, Ph.D., J.D. | 70,000 | 190,311 | — | 260,311 | ||||||||||||||||||||||
____________________
(1)Represents the grant date fair value of option awards granted in 2023. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the directors computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Notes 2 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 28, 2024. This amount does not reflect the actual economic value that will be realized by the directors upon the vesting or exercise of the awards or the sale of the common stock underlying such awards.
The aggregate number of shares subject to stock options outstanding at December 31, 2023 for the individuals who served as non-employee directors during 2023 was as follows:
| Name | Number of Securities Underlying Options Outstanding at December 31, 2023 | |||||||
Carsten Boess | 79,858 | |||||||
Noreen Henig, M.D. | 79,857 | |||||||
Edward Kaye, M.D. | 79,857 | |||||||
Jean Kim | 74,000 | |||||||
Eric Mosbrooker | 74,000 | |||||||
Tamar Thompson | 74,000 | |||||||
Troy Wilson, Ph.D., J.D. | 59,000 | |||||||
EQUITY COMPENSATION PLAN INFORMATION | ||
The following table sets forth information as of December 31, 2023 regarding common stock that may be issued under our equity compensation plans, consisting of the Avidity Biosciences, Inc. 2020 Incentive Award Plan (the “2020 Plan”), the Avidity Biosciences, Inc. 2013 Equity Incentive Plan (the “2013 Plan”), the Avidity Biosciences,
47
Inc. 2022 Employment Inducement Incentive Award Plan (the "Inducement Plan"), and the Avidity Biosciences, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”).
| Plan Category | (A) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (B) Weighted average per share exercise price of outstanding options, warrants and rights | (C) Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | ||||||||||||||||||||
| Equity compensation plans approved by security holders | 13,240,891 | (1) | $ | 14.39 | (2) | 871,919 | (3) | ||||||||||||||||
Equity compensation plans not approved by security holders(4) | — | — | 737,475 | ||||||||||||||||||||
Total | 13,240,891 | $ | 14.39 | 1,609,394 | |||||||||||||||||||
____________________
(1)Includes 11,251,834 outstanding options to purchase shares of common stock and RSUs under the 2020 Plan and 1,989,057 outstanding options to purchase shares of common stock under the 2013 Plan.
(2)Represents the weighted-average exercise price of outstanding options.
(3)Includes 499,402 shares of common stock available for issuance under the 2020 Plan and 372,517 shares of common stock available for issuance under the 2020 ESPP (all of which were eligible for purchase pursuant to the offering period in effect on December 31, 2023). This amount does not include any additional shares that may become available for future issuance under the 2020 Plan pursuant to the automatic increased to the share reserve on January 1 of each of our calendar years through 2030 by the number of shares equal to 5% of the total outstanding shares of our common stock as of the immediately preceding December 31. Additionally, this amount does not include any additional shares that may become available for future issuance under the 2020 ESPP pursuant to the automatic increased to the share reserve on January 1 of each of our calendar years through 2030 by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31.
(4)Represents shares of common stock available for issuance under the Inducement Plan. The material features of our equity incentive plans, including the Inducement Plan, are more fully described in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024.
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | ||
The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock at April 15, 2024 for:
•each of our directors;
•each of our Named Executive Officers;
•all of our current directors and executive officers as a group; and
•each person, or group of affiliated persons, who beneficially owned more than 5% of our outstanding common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.
Applicable percentage ownership is based on 95,624,818 shares of common stock outstanding as of April 15, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options, warrants or other rights held by that person or entity that are currently exercisable within 60 days of April 15, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of
48
any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Avidity Biosciences, Inc., 10578 Science Center Drive, Suite 125, San Diego, California 92121.
| Beneficial Ownership | ||||||||||||||
| Name of Beneficial Owner | Number | Percentage | ||||||||||||
5% or Greater Stockholders | ||||||||||||||
FMR LLC(1) | 12,525,309 | 13.10 | % | |||||||||||
Entities affiliated with T. Rowe Price Associates, Inc.(2) | 9,656,852 | ] | 10.01 | % | ||||||||||
Entities affiliated with RTW Investments(3) | 9,552,920 | 9.99 | % | |||||||||||
Entities affiliated with Avoro Capital Advisors LLC(4) | 8,570,792 | 8.96 | % | |||||||||||
BlackRock, Inc.(5) | 6,496,593 | 6.79 | % | |||||||||||
Cowen Financial Products LLC(6) | 5,629,103 | 5.89 | % | |||||||||||
Bristol-Myers Squibb Company(7) | 5,075,304 | 5.31 | % | |||||||||||
Named Executive Officers and Directors | ||||||||||||||
Sarah Boyce(8) | 1,568,986 | 1.64 | % | |||||||||||
Michael F. MacLean(9) | 473,232 | * | ||||||||||||
W. Michael F. Flanagan, Ph.D.(10) | 275,129 | * | ||||||||||||
Teresa McCarthy(11) | 351,649 | * | ||||||||||||
Arthur A. Levin, Ph.D.(12) | 488,983 | * | ||||||||||||
Carsten Boess(13) | 79,858 | * | ||||||||||||
Troy Wilson, Ph.D., J.D.(14) | 91,444 | * | ||||||||||||
Noreen Henig, M.D.(15) | 79,857 | * | ||||||||||||
Edward M. Kaye, M.D.(16) | 79,857 | * | ||||||||||||
Jean Kim(17) | 74,000 | * | ||||||||||||
Tamar Thompson(18) | 74,000 | * | ||||||||||||
All executive officers and directors as a group (11 persons)(19) | 3,636,995 | 3.68 | % | |||||||||||
____________________
*Less than 1%.
(1)Based on (i) 10,404,096 shares disclosed in the Amendment No. 6 to Schedule 13G filed with the SEC on February 9, 2024 by FMR LLC (“FMR LLC”) and Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC and (ii) 2,121,213 shares of common stock purchased by entities affiliated with FMR LLC in a private placement which closed on March 4, 2024 (the "PIPE"). FMR LLC has the sole power to vote or direct the vote of an aggregate of 10,400,902 shares of common stock, and has the sole power to dispose or direct the disposition of an aggregate of 10,404,096 shares. Ms. Johnson has the sole power to dispose or direct the disposition of an aggregate of 10,404,096 shares. Members of the Johnson family, including Ms. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority. The address of FMR LLC and Ms. Johnson is 245 Summer Street, Boston, Massachusetts 02210.
(2)Based on the Amendment No. 5 to Schedule 13G filed with the SEC on March 11, 2024, T. Rowe Price Associates, Inc. (“T. Rowe”), an investment advisor, was deemed to be the beneficial owner of 9,656,852 shares of our common stock. T. Rowe has sole voting power over 9,490,493 shares and sole dispositive power over 9,656,852 shares. The address of T. Rowe and New Horizons is 100 E. Pratt Street, Baltimore, Maryland 21202.
(3)Represents (i) 7,909,269 shares of common stock and (ii) 1,643,651 shares of common stock issuable upon the exercise of pre-funded warrants that are exercisable at any time, including within 60 days of April 15, 2024 (the "Pre-Funded Warrants") held by one or more private funds (together the “Funds”) managed by RTW Investments, LP (the “Adviser”), as indicated in the entity’s Amendment No. 3 to Schedule 13D filed with the SEC on March 1, 2024. Under the terms of the Pre-Funded Warrants, the maximum number of Pre-Funded Warrants which may be exercised shall not exceed that number which would cause the Funds to beneficially own more than 9.99% of our issued and outstanding common stock. The total number of Pre-Funded Warrants controlled by the Adviser and subject to this limitation on exercise is 5,970,059. The Adviser, in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 9,552,919 shares. Roderick Wong is the Managing Partner and Chief Investment Officer of the Adviser. The address of RTW Investments, LP and Roderick Wong is 40 10th Avenue, Floor 7, New York, New York 10014.
49
(4)Represents (i) 2,510,000 shares of common stock as reported on the Schedule 13F-HR filed with the SEC on February 14, 2024 by Avoro Capital Advisors LLC ("Avoro Capital"), (ii) 3,000,000 shares of common stock purchased in the PIPE by Avoro Life Sciences Fund LLC ("Avoro Life Sciences") and (iii) 3,060,792 Pre-Funded Warrants purchased in the PIPE by Avoro Life Sciences, Avoro Capital is the manager of Avoro Life Sciences. The address of Avoro Capital is 110 Greene Street, Suite 800, New York, New York 10012.
(5)According to the Amendment No. 3 to Schedule 13G filed with the SEC on January 25, 2024, BlackRock, Inc. has the sole power to vote or direct the vote of an aggregate of 6,325,949 shares of common stock, and has the sole power to dispose or direct the disposition of an aggregate of 6,496,593 shares of common stock. The address of BlackRock, Inc. is 150 Hudson Yards, New York, NY 10001.
(6)According to the Amendment No. 2 to Schedule 13G filed with the SEC on February 2, 2024, Cowen Financial Products LLC has the sole power to vote or direct the vote of an aggregate of 5,629,103 shares of common stock and has the sole power to dispose or direct the disposition of an aggregate of 5,629,103 shares of common stock. The address of Cowen Financial Products LLC is 599 Lexington Avenue, New York, New York 10022.
(7)According to the Schedule 13G filed with the SEC on December 4, 2024, Bristol-Myers Squibb Company has sole voting and dispositive power over 5,075,304 shares of common stock. The address of Bristol-Myers Squibb Company is Route 206 & Province Line Road, Princeton, New Jersey 08543.
(8)Includes 1,556,868 shares of common stock underlying options held by Ms. Boyce that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(9)Includes 465,514 shares of common stock underlying options held by Mr. MacLean that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(10)Includes 268,968 shares of common stock underlying options held by Dr. Flanagan that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(11)Includes 334,614 shares of common stock underlying options held by Ms. McCarthy that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(12)Includes (i) 220,281 shares of common stock underlying options held by Dr. Levin that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date and (ii) 253,872 shares held by a family trust of which Dr. Levin and his spouse are co‑trustees.
(13)Includes 79,858 shares of common stock underlying options held by Mr. Boess that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(14)Includes (i) 62,733 shares of common stock, (ii) 15,000 shares of common stock underlying options held by Dr. Wilson that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date and (iii) 13,711 shares of common stock held by a trust in which Dr. Wilson is co-trustee and in such capacity may be deemed a beneficial owner of the shares.
(15)Includes 79,857 shares of common stock underlying options held by Dr. Henig that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(16)Includes 79,857 shares of common stock underlying options held by Dr. Kaye that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(17)Includes 74,000 shares of common stock underlying options held by Ms. Kim that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(18)Includes 74,000 shares of common stock underlying options held by Ms. Thompson that are exercisable as of April 15, 2024 or that will become exercisable within 60 days after such date.
(19)Consists of (i) 388,178 shares of common stock and (ii) 3,248,817 shares of common stock subject to options that are exercisable within 60 days of April 15, 2024.
Section 16(a) Compliance | ||
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and beneficial owners of 10% or more of our common shares to file certain reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. During 2023, all such required reports were timely filed.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | ||
The following is a summary of transactions entered into or existing since January 1, 2023 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member
50
of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers and stockholders.
March 2024 Financing Transaction
In March 2024, we completed the PIPE, consisting of (i) 15,224,773 shares of our common stock at a price of $16.50 per share and (ii) the Pre-Funded Warrants to purchase up to 9,030,851 shares of our common stock at a price of $16.499 per Pre-Funded Warrant, for gross proceeds of approximately $400 million before deducting offering expenses. The following table sets forth the aggregate number of securities acquired by related persons in the PIPE:
Name of Securityholder(1) | Shares of Common Stock | Pre-Funded Warrants | Aggregate Purchase Price | |||||||||||||||||
Entities affiliated with RTW Investments | 1,000,000 | 5,970,059 | $115,000,003 | |||||||||||||||||
Entities affiliated with Avoro Capital Advisors LLC | 3,000,000 | 3,060,792 | $100,000,007 | |||||||||||||||||
Entities affiliated with T. Rowe Price Associates, Inc. | 2,727,273 | — | $45,000,004 | |||||||||||||||||
FMR LLC | 2,121,213 | — | $35,000,014 | |||||||||||||||||
(1)Each of the securityholders listed in this table holds 5% or more of our capital stock as of April 15, 2024.
Research Collaboration with Bristol-Myers Squibb
Bristol-Myers Squibb Company (“BMS”) is a beneficial owner of more than 5% of our outstanding common stock. In November 2023, we entered into (i) a Research Collaboration and License Agreement with BMS (the “BMS Collaboration Agreement”) to expand on our research with MyoKardia for up to five targets utilizing our proprietary AOC platform technology and (ii) a Securities Purchase Agreement with BMS (the “BMS Purchase Agreement” and, together with the BMS Collaboration Agreement, the “BMS Agreements”) for the purchase by BMS in a private placement of 5,075,304 shares of our common stock at a purchase price of $7.8813 per share, for an aggregate purchase price of approximately $40 million. Under the terms of the BMS Agreements, we received approximately $100 million upfront, which includes a $60 million cash payment under the terms of the BMS Collaboration Agreement, and approximately $40 million for the purchase of our common stock under the terms of the BMS Purchase Agreement. We are also eligible to receive up to approximately $1.35 billion in research and development milestone payments, up to approximately $825 million in commercial milestone payments, and tiered royalties from high single digits to low double-digits on net sales. We are responsible for our own research collaboration costs incurred under the agreement, subject to a cumulative spending limit of $40 million. BMS will fund all future clinical development, regulatory and commercialization activities coming from this collaboration.
Transactions with Cowen and Company, LLC
Cowen Financial Products LLC ("CFP") is a beneficial owner of more than 5% of our outstanding common stock. In November 2022, we entered into a sales agreement (the "Sales Agreement") with Cowen and Company, LLC ("Cowen"), an affiliate of CFP, under which we may, from time to time, sell shares of common stock through Cowen as the sales agent. Through April 15, 2024, Cowen has received commissions of approximately $1.7 million for such services under the 2022 Sales Agreement.
Employment Agreements
We have entered into employment agreements with each of our named executive officers. For more information regarding these agreements, see the section in this proxy statement entitled “Compensation Tables—Employment Agreements with our Named Executive Officers.”
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer to
51
the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Our Charter and Bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Further, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.
Stock Option, Restricted Stock Unit and Performance Stock Unit Grants to Executive Officers and Directors
We have granted stock options, restricted stock units and performance stock units to our executive officers, and stock options to our directors, as more fully described in the sections entitled "Compensation Discussion and Analysis" and “Director Compensation,” respectively.
Policies and Procedures for Related Person Transactions
The Board adopted a written related person transaction policy, setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.
2025 STOCKHOLDERS' PROPOSALS | ||
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2025 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our offices at 10578 Science Center Drive, Suite 125, San Diego, CA 92121 in writing not later than December 27, 2024, which is 120 days prior to the one-year anniversary of the mailing date of the proxy statement for the Annual Meeting, unless the date of the 2025 annual meeting of stockholders is changed by more than 30 days from the anniversary of our Annual Meeting, in which case the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. These proposals must comply with the requirements as to form and substance established by the SEC in Rule 14a-8 of the Exchange Act for such proposals in order to be included in the proxy statement.
Stockholders intending to present a proposal at the 2025 annual meeting of Stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Bylaws. Our Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the anniversary of the preceding year’s annual meeting. Therefore, the Company must receive notice of such a proposal or nomination for the 2025 annual meeting of Stockholders no earlier than the close of business on February 13, 2025 and no later than the close of business on March 15, 2025. The notice must contain the information required by the Bylaws, a copy of which is available upon request to our Secretary. In the event that the date of the 2025 annual meeting of stockholders is more than 30 days before or more than 60 days after June 13, 2025, then our Secretary must receive such written notice not earlier than the close of business on the 120th day prior to the 2025 annual meeting and not later than the close of business on the 90th day prior to the 2025 annual meeting and the 10th day following the day on which public disclosure of the date of such meeting is first made by the Company. SEC rules permit management to vote proxies in its discretion in certain cases if the stockholder does not comply with this deadline and, in certain other cases, notwithstanding the
52
stockholder’s compliance with this deadline. Stockholders are advised to review our Bylaws which also specify requirements as to the form and content of a stockholder’s notice.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 14, 2025.
We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
Solicitation of Proxies for the 2025 Annual Meeting | ||
We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our 2025 annual meeting of stockholders. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the SEC’s website at: www.sec.gov.
NO INCORPORATION BY REFERENCE | ||
To the extent that this proxy statement is incorporated by reference into any other filing by us under the Securities Act or the Exchange Act, the section of this proxy statement entitled “Report of the Audit Committee” to the extent permitted by the rules of the SEC will not be deemed incorporated, unless specifically provided otherwise in such filing. In addition, references to our website are not intended to function as a hyperlink and the information contained on our website is not intended to be part of this proxy statement. Information on our website, other than our proxy statement, Notice of Annual Meeting of Stockholders and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference.
OTHER MATTERS | ||
The Board is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that holders of the proxies named on the Company’s proxy card will vote thereon in their discretion.
SOLICITATION OF PROXIES | ||
The accompanying proxy is solicited by and on behalf of the Board, whose Notice of Annual Meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our directors, officers and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith.
53
AVIDITY'S ANNUAL REPORT ON FORM 10-K | ||
A copy of Avidity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial statements thereto but not including exhibits, as filed with the SEC, will be sent to any beneficial owners of our common stock on the Record Date as determined on April 15, 2024 without charge upon written request addressed to:
Avidity Biosciences, Inc.
Attention: Secretary
10578 Science Center Drive, Suite 125
San Diego, CA 92121
A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K at www.proxydocs.com/RNA. We make available free of charge on our website all of our filings that are made electronically with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. These materials can be found at www.aviditybiosciences.com under the “Investors” section.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
By Order of the Board of Directors,
John W. Wallen III, Ph.D., J.D.
Secretary
San Diego, California
April 26, 2024
54
