Q32 Bio Inc.

On March 25, 2024, Homology completed the Merger with Legacy Q32. At the effective time of the Merger, a majority of the Homology directors resigned, with the exception of Arthur Tzianabos and Mary Thistle, and the remaining director vacancies were replaced by new directors designated by Legacy Q32. Accordingly, we have provided the compensation disclosure with respect to all directors of Homology and Legacy Q32 that served during 2024 and for those non-employee directors of Legacy Q32 that were appointed to our Board in connection with the Merger.

The following table sets forth information concerning the compensation earned for service on the board during the year ended December 31, 2024. Ms. Morrison’s compensation as a named executive officer is set forth under “- Summary Compensation Table.” Ms. Morrison did not receive any additional compensation for service as a director. None of our directors earned any compensation other than cash fees or stock option awards under the 2024 Plan during the fiscal year ended December 31, 2024. Accordingly, we have omitted all other columns from the table below.

(1)

Amounts reported represent cash retainer fees earned pursuant to our Non-Employee Director Compensation Policy for services performed during the period from January 1, 2024 through December 31, 2024. David Grayzel, M.D., Bill Lundberg, M.D. and Isaac Manke, Ph.D. elected to receive annual cash fees pursuant to our non-employee director compensation policy as in effect during fiscal 2024 in the form of stock options.

(2)

Amounts reported reflect the aggregate grant date fair value of option awards granted during 2024 calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation — Stock Compensation. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 14 to our financial statements for the year ended December 31, 2024. These amounts do not correspond to the actual value that may be recognized by the named director upon vesting or exercise of such awards. Amounts exclude stock options granted in lieu of cash fees.

(3)

As of December 31, 2024, each director held options to purchase shares of the Company’s common stock as follows:

(4)

Each of Dr. Gillis, Mr. Patterson, Mr. Poulton and Dr. Reicin served as directors of Homology and resigned upon consummation of the Merger.

Non-Employee Director Compensation Policy

On March 25, 2024, we adopted a Non-Employee Director Compensation Policy, pursuant to which our non-employee directors are eligible to receive compensation for service on the Board of Directors and committees of the Board of Directors. Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries, to serve as directors and to align our directors’ interests with those of our stockholders. Non-employee director compensation under this policy is reviewed by our compensation committee on a regular basis and the compensation committee engages a compensation consultant to assist the compensation committee in its review.

Cash Retainers

Each non-employee director receives an annual cash retainer of $40,000 for serving on the Board. The chairperson of the Board also receives an additional annual cash retainer of $30,000. Cash retainer fees to directors are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors or a particular committee.

The chairperson and members of the four standing committees of the Board are generally entitled to the following annual cash retainers:

We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings.

Option Awards in Lieu of Cash Fees

Under the non-employee director compensation policy, each non-employee director has the option to elect to receive all (but not a portion of) his or her annual cash retainer in the form of an equity award of a stock option to purchase that number of shares of the Company’s common stock with a grant date fair value (based on the Black-Scholes option-pricing model), determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718. Any such election shall be made (i) for any continuing non-employee director, during the month of December that is before the start of the calendar year with respect to any cash compensation for such calendar year and (ii) for any new non-employee director, within 30 days of her or his election to the Board of Directors. Any election (A) shall be irrevocable with respect to such calendar year and (B) shall automatically apply to the Annual Retainer for each subsequent calendar year unless otherwise revoked prior to the start of such calendar year. Each such stock option shall be granted effective January 15 of the applicable year (or April 1, in the case of 2024) (noting that if any such date is not a trading day, the next trading day shall be the grant date) and shall vest in four equal quarterly installments as of the last date of each calendar quarter subject to the non-employee director’s continued board service through such date (other than the stock options granted in 2024, which shall vest in three equal installments as of the last day of each remaining calendar quarter of 2024).

Equity Retainers

Initial Award

Upon his or her initial appointment or election to the Board of Directors, each non-employee director will receive an initial, one-time stock option award (the “Initial Award”) with a value of $228,000, determined using a Black-Scholes valuation model regularly used by us on the grant date, which shall vest as follows: one-third on the first anniversary of the grant date with the remainder in equal monthly installments over the following two years, subject to continued service as a director through the applicable vesting date. The Initial Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the fair market value of the Company’s common stock on the date of grant.

Annual Award

On each date of each annual meeting of our stockholders, each continuing non-employee director, other than a director receiving an Initial Award, will receive an annual stock option award (the “Annual Award”) with a value of $114,000, determined using a Black-Scholes valuation model regularly used by us on the grant date, which shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders. Such Annual Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the fair market value of the Company’s common stock on the date of grant.

Sale Event Acceleration

All outstanding Initial Awards and Annual Awards held by an Outside Director shall become fully vested and exercisable upon a Sale Event (as defined in the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”)).

Director Compensation Prior to the Merger

Prior to the Merger, Legacy Q32 did not have a formal non-employee director compensation program but had entered into letter agreements with certain of its independent, non-employee directors that provided for quarterly payments of $10,000 for Ms. LaPorte and Mr. Lundberg and $12,500 for Mr. Iwicki.

Prior to the Merger, Homology maintained a compensation program for its non-employee directors under which each non-employee director received the following amounts for their service on Homology’s Board of Directors:

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an option to purchase 46,000 shares of Homology’s common stock upon the director’s initial election or appointment to Homology’s Board of Directors,

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if the director has served on Homology’s Board of Directors for at least six months as of the date of an annual meeting of stockholders, an option to purchase 23,000 shares of Homology’s common stock on the date of the annual meeting (the “Annual Award”),

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an annual director fee of $40,000, and

•

if the director serves on a committee of Homology’s Board of Directors or in the other capacities stated below, an additional annual fee as follows:

o

chairman of the board, $35,000,

o

lead independent director, $35,000,

o

non-employee director service as lead director, $20,000,

o

chairman of the audit committee, $15,000,

o

audit committee member other than the chairman, $7,500,

o

chairman of the compensation committee, $10,000,

o

compensation committee member other than the chairman, $5,000,

o

chairman of the nominating and corporate governance committee, $8,000, and

o

nominating and corporate governance committee member other than the chairman, $4,000.

Director fees under the Homology director compensation program were payable in arrears in four equal quarterly installments not later than the fifteenth (15th) day following the final day of each calendar quarter, provided that the amount of each payment is prorated for any portion of a quarter that a director was not serving on Homology’s Board of Directors.