Brian Posner
About Brian Posner
Independent Class III director at Dyne Therapeutics, appointed October 1, 2025; the Board determined he is independent under Nasdaq rules and he will serve until the 2026 annual meeting . Founder and President of Point Rider Group (UK) Ltd; formerly President & CEO of ClearBridge Advisors and Partner/Managing Director at Warburg Pincus; earlier senior investment roles at Hygrove Partners and Fidelity Investments . Current public company directorship at Arch Capital Group; prior board leadership includes chairing AQR Funds and Bioverativ, and directorships at Biogen, Sotheby’s and The Mutual Fund Store; BA Northwestern University and MBA University of Chicago Booth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ClearBridge Advisors | President & CEO | — | Led >$100B AUM asset manager |
| Warburg Pincus | Partner & Managing Director | — | Private equity leadership |
| Hygrove Partners | Senior investment role | — | Capital markets experience |
| Fidelity Investments | Senior investment role | — | Buy-side experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Capital Group (ACGL) | Director | Current | Insurance/financial services oversight |
| AQR Funds | Chair | Prior | Led mutual fund governance |
| Bioverativ (BIVV) | Chair | Prior | Post-spin rare disease focus; later acquired by Sanofi |
| Biogen (BIIB) | Director | Prior | Large-cap biotech governance |
| Sotheby’s (BID) | Director | Prior | Consumer/auction house governance |
| The Mutual Fund Store | Director | Prior | Retail investment advisory oversight |
| Northwestern University | Life Trustee | Current | Advisory/oversight; civic engagement |
| Northwestern CSDD | Advisory Board member | Current | Diversity and democracy advisory |
Board Governance
- Appointment and independence: Elected Class III director on October 1, 2025; Board determined independence under Nasdaq rules .
- Committee assignments: Not yet appointed to any Board committees as of election .
- Dyne committee structure and activity (2024): Audit Committee (7 meetings; chair David Lubner; all independent; Lubner designated “audit committee financial expert”) . Compensation Committee (7 meetings; members Edward Hurwitz and Dirk Kersten; chair Dirk Kersten) . Nominating & Corporate Governance Committee (5 meetings; members David Lubner and Jason Rhodes; chair Jason Rhodes) . Research & Development Committee (9 meetings; members Carlo Incerti, M.D. and Catherine Stehman‑Breen, M.D.) .
- Governance practices: Board aims for majority independence; independent directors meet at least twice annually in executive session; annual Board self‑evaluations and ongoing director education .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (2025) | $45,000 | Paid quarterly in arrears; prorated for partial service |
| Committee Member Annual Fee (2025) | Audit $10,000; Comp $7,500; NCG $5,000; R&D $7,500 | Applies if/when appointed to committees |
| Committee Chair Additional Annual Fee (2025) | Audit $10,000; Comp $7,500; NCG $5,000; R&D $7,500 | Incremental to member fee |
| Board Chair Additional Annual Fee (2025) | $35,000 | Not applicable to Posner unless designated |
| Expense Reimbursement | Reasonable travel/out‑of‑pocket reimbursed | Standard practice |
Performance Compensation
| Equity Award | Grant Date | Type | Shares/Value | Exercise Price | Vesting | Term/Acceleration |
|---|---|---|---|---|---|---|
| Initial Director Grant | Oct 1, 2025 | Stock Option | 70,000 shares | $12.50 per share (closing price on grant date) | Equal monthly installments over 3 years, subject to service | Vesting accelerates in full upon change in control |
| Annual Director Grant (Program) | Effective Jan 1, 2025 | Stock Option | Fair value $400,000; max 35,000 shares cap | FMV at grant | Vests fully on earlier of 1 year or next annual meeting | 10‑year option term |
| Initial Director Grant (Program) | Effective Jan 1, 2025 | Stock Option | Fair value $800,000; max 70,000 shares cap | FMV at grant | Monthly over 3 years | 10‑year option term |
- No director performance metrics (TSR, revenue, EBITDA) are disclosed for director equity; awards are time‑based options under the non‑employee director program .
Other Directorships & Interlocks
- Interlocks/potential information flow: Dyne CEO John Cox previously served as CEO of Bioverativ and senior executive at Biogen ; Posner previously chaired Bioverativ and served on Biogen’s board . This creates industry network ties but no related‑party transactions are disclosed with Posner .
- Current external board: Arch Capital Group (insurance/financial services) .
Expertise & Qualifications
- 35 years executive, investment, and board leadership; capital markets stewardship from Fidelity, Warburg Pincus, ClearBridge; governance experience chairing public fund/biotech boards .
- Strategic advisory expertise as founder of Point Rider Group (UK) Ltd .
- Education: BA Northwestern; MBA Chicago Booth .
Equity Ownership
| Item | Amount | Ownership Form | Notes |
|---|---|---|---|
| Common Stock | 8,500 shares | Direct (D) | Reported on Form 3 filed Oct 2, 2025 |
| Options Granted | 70,000 shares | — | Director option award; unexercised; time‑based vesting |
| Percent of Outstanding | ~0.007% (8,500 ÷ 113,633,782) | — | Based on shares outstanding as of Apr 1, 2025 |
| Pledging/Hedging | Not disclosed | — | No pledging/hedging disclosure specific to Posner |
| Section 16 Filings | Form 3 filed Oct 2, 2025 | — | Limited POA executed Oct 1, 2025 |
Governance Assessment
- Independence and fresh perspective: Newly elected independent director with extensive capital markets and governance background; independent determination under Nasdaq rules supports investor confidence .
- Compensation alignment: Cash retainer modest relative to program; option‑based equity aligns with shareholder outcomes but awards are time‑based (not performance‑metric driven) .
- RED FLAG: Single‑trigger full acceleration of director option vesting upon change in control is shareholder‑unfriendly and can dilute performance alignment in sale scenarios .
- No related‑party transactions: Company reports no transactions or proposed transactions requiring Item 404(a) disclosure for Posner, reducing conflict‑of‑interest risk .
- Board effectiveness context: Dyne committees are active (multiple meetings) and independent; presence of audit financial expert and compensation recovery policy oversight indicate robust governance processes .
- Information network interlocks: Prior ties to Bioverativ/Biogen (and Dyne CEO’s history) may enhance sector insight and regulatory/commercial readiness; monitor for any future overlap or transactions that could require enhanced scrutiny .
Overall signal: Posner adds capital markets discipline and governance experience; key monitoring item is single‑trigger acceleration on director equity and any future committee roles (audit/comp) that would elevate oversight impact .