| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of President, Chief Executive Officer and Director
On March 25, 2024, Dyne Therapeutics, Inc. (the “Company”) announced that its Board of Directors (the “Board”) had appointed John Cox as President and Chief Executive Officer of the Company succeeding Joshua Brumm, effective as of March 25, 2024 (the “Effective Date”). In addition, effective as of the Effective Date, Mr. Cox was elected as a Class I director to serve on the Board until the Company’s 2024 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal.
Prior to his appointment as President, Chief Executive Officer and Director of the Company, Mr. Cox, age 61, served as the Chief Executive Officer and a member of the Board of Directors of Repertoire Immune Medicines, Inc., a biotechnology company, from January 2020 to November 2022. Prior to that, Mr. Cox served as the Executive Chairman of Torque Therapeutics, Inc. (“Torque”), a biotechnology company, from January 2019 until September 2019, and as the Chief Executive Officer of Torque from September 2019 until January 2020, when Torque merged with another company to form Repertoire Immune Medicines, Inc. From February 2017 to September 2018, Mr. Cox served as Chief Executive Officer of Bioverativ Inc., a biotechnology company, which was acquired by Sanofi S.A. in February 2018. From 2003 to February 2017, Mr. Cox served in various roles at Biogen Inc., a biopharmaceutical company. From May 2016 until February 2017, he led the process to spin-off Biogen Inc.’s hematology division into an independent company, which became Bioverativ Inc.; from 2015 to 2016, Mr. Cox served as Executive Vice President of Global Commercial, Pharmaceutical & Technical Operations; and from 2010 to 2015, Mr. Cox served as Executive Vice President of Pharmaceutical Operations & Technology. Mr. Cox has served as a member of the Board of Directors of Minovia Therapeutics Ltd., a biotechnology company, since 2019 and of Canopy-Immuno Therapeutics Ltd., a biotechnology company, since March 2023. Mr. Cox previously served as a member of the Board of Directors of Sigilon Therapeutics, Inc., a biotechnology company, from March 2019 to August 2023 and Repligen Corporation, a biotechnology company, from 2014 to February 2020. Mr. Cox holds a B.S. in biology from Arizona State University, an M.B.A. from the University of Michigan and an M.S. in cell biology from California State University.
Pursuant to an offer letter (the “Offer Letter”), dated March 21, 2024, between the Company and Mr. Cox governing the terms of his employment, Mr. Cox will be paid an annualized base salary of $700,000 and will be eligible to receive an annual incentive bonus of up to 60.0% of his annualized base salary for each fiscal year, as determined by the Board in its sole discretion. Also, as a condition to his employment and pursuant to the Offer Letter, Mr. Cox entered into a non-competition and non-solicitation agreement and an invention and non-disclosure agreement with the Company.
Effective as of the Effective Date, the Compensation Committee of the Board granted to Mr. Cox a nonstatutory stock option (the “Option”) to purchase up to 679,853 shares of the Company’s Common Stock at an exercise price per share equal to the closing price of the Common Stock on the Nasdaq Global Select Market on the Effective Date. The Option is scheduled to vest as to 25% of the shares underlying the Option on the first anniversary of the Effective Date and in 36 equal monthly installments thereafter, subject to continued service. The Option was granted pursuant to the Company’s 2024 Inducement Equity Incentive Plan (the “Inducement Plan”) as an inducement material to Mr. Cox’s acceptance of employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The terms of the Inducement Plan are described in this Form 8-K under the heading “Adoption of Inducement Plan.”
In addition, the Offer Letter provides that Mr. Cox will be eligible to participate in the Company’s benefits programs available to regular full-time employees and for severance benefits pursuant to the terms and conditions of the Company’s Amended and Restated Executive Severance and Change in Control Benefits Plan (the “Severance Plan”). Pursuant to the Severance Plan, if Mr. Cox’s employment is terminated by the Company without cause or by Mr. Cox for good reason prior to or more than 12 months following a change in control, each as defined in the Severance Plan, and subject to Mr. Cox’s execution of a general release of potential claims against the Company, the Company is obligated to (1) pay Mr. Cox’s then-current base salary for a period of 12 months, (2) make payments for the continuation of Mr. Cox’s health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for a period of up to 12 months and (3) accelerate the vesting of any outstanding and
