Dyne Therapeutics, Inc.
For the period ended May 30, 2025. Filed Apr 15, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2025 · Filed Apr 15, 2025
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Contents
Pay Versus Performance
The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers, or PEOs, and our other named executive officers, or Other NEOs, as presented in the Summary Compensation Table on page 38, or the SCT Amounts, (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules, or the CAP Amounts, (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures.
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and does not necessarily reflect value actually realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance. For discussion of how our compensation committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 25.
| Brumm, Josh · Cox, John G. · Value of Initial Fixed $100 Investment Based on: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Fiscal Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Income ($) |
| 2024 | $14,383,011 | $9,762,179 | $20,688,724 | $17,011,433 | $5,563,363 | $6,020,534 | $198.15 | $91.15 | $(317.4) |
| 2023 | 5,974,491 | 7,479,206 | — | — | 2,138,136 | 2,635,103 | 112 | 92 | (235.9) |
| 2022 | 4,317,103 | 2,455,530 | — | — | 1,540,333 | 1,140,038 | 97 | 89 | (168.1) |
(1)
For 2024, the first PEO was Josh Brumm, the second PEO was John G. Cox, and the Other NEOs were Richard Scalzo, Oxana Beskrovnaya, Johanna Friedl-Naderer, and Douglas Kerr. For 2023, the PEO was Josh Brumm and the other NEOs were Jonathan McNeill and Susanna High. For 2022, the PEO was Josh Brumm and the other NEOs were Oxana Beskrovnaya and Susanna High.
(2)
The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP Amounts from the SCT Amounts. The SCT Amounts and the CAP Amounts do not reflect the actual amount of compensation earned by or paid to our executives during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act.
(3)
The peer group used for this purpose is the Nasdaq Biotechnology Index.
| Adjustments | 2024 | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Brumm, Josh | Cox, John G. | Other NEOs* | Brumm, Josh | Cox, John G. | Other NEOs* | Brumm, Josh | Cox, John G. | Other NEOs* | |
| Summary Compensation Table (SCT) Total | $14,383,011 | $20,688,724 | $5,563,363 | $5,974,491 | $— | $2,138,136 | $4,317,103 | $— | $1,540,333 |
| Subtract: Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | (13,703,454) | (19,811,432) | (5,045,982) | (4,869,807) | — | (1,428,071) | (3,370,607) | — | (897,047) |
| Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | — | 16,134,141 | 3,688,016 | 5,984,862 | — | 1,727,026 | 3,337,871 | — | 982,943 |
| Add: Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | 3,405,202 | — | 826,083 | 794,892 | — | 233,996 | (287,265) | — | (102,952) |
| Add: Vesting date fair value of awards granted and vested during the covered fiscal year | — | — | — | 24,375 | — | 17,722 | — | — | — |
| Add: Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | 7,596,624 | — | 989,055 | (429,607) | — | (53,706) | (1,541,572) | — | (383,238) |
| Subtract: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | (1,919,204) | — | — | — | — | — | — | — | — |
| Compensation Actually Paid | $9,762,179 | $17,011,433 | $6,020,535 | $7,479,206 | $— | $2,635,103 | $2,455,530 | $— | $1,140,039 |
*Amounts presented are averages for the entire group of Other NEOs in each respective year.
Guidance issued under the relevant rules states that we cannot use stock price as our Company-Selected Measure and we did not use any other financial performance measure for the most recently completed fiscal year to link CAP to Company performance. Our stock price has a significant impact on the value of equity-based awards granted to our NEOs, including stock options and RSUs. We therefore believe that, due to our use and focus on equity compensation, our stock price strongly links compensation paid to our NEOs to our performance. However, because we cannot use stock price as our Company-Selected Measure and we did not use any other financial performance measure, we have not listed a Company-Selected Measure in the Pay versus Performance Table.
The following charts show graphically the relationships over the past three years of the CAP Amounts for our PEOs and Other NEOs as compared to our cumulative total shareholder return, or TSR, and Peer Group TSR, net income (loss), as well as the relationship between TSR and Peer Group TSR:
For each of the fiscal year’s shown, we believe the CAP Amounts for our PEOs and Other NEOs were consistent with the changes in our TSR and peer group TSR, reflecting the pay-for-performance approach applied by our compensation committee, but was not correlated to GAAP net income, which is not one of the performance measures we use to link compensation actually paid to our executives to company performance.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.