Carlo Incerti
About Carlo Incerti
Carlo Incerti, M.D. (age 66) is a Class I independent director of Dyne Therapeutics (DYN), serving since March 2022. He is an Operating Partner at Forbion (since January 2019) and formerly Senior Vice President, Chief Medical Officer and Head of Global Medical Affairs at Sanofi Genzyme (2011–2018), with prior senior roles at Genzyme dating back to 1993. Dr. Incerti holds a medical degree from the University of Modena and Reggio Emilia and is a founding member of the International Rare Diseases Research Consortium, bringing deep rare disease and biopharma expertise to Dyne’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi Genzyme | SVP, Chief Medical Officer and Head of Global Medical Affairs | May 2011–Dec 2018 | Led global medical affairs; rare disease experience |
| Genzyme Corporation | SVP, Global Market Access | 2010–2011 | Market access leadership |
| Genzyme (EU HQ, Netherlands) | Various leadership positions | 1993–2010 | European operations; rare disease portfolio development |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Forbion | Operating Partner | Jan 2019–present |
| Azafaros B.V. | Director | Current |
| Synox Therapeutics Ltd. | Director | Current |
| Numab Therapeutics AG | Director | Current |
| MolMed SpA | Director | 2016–2020 |
| EryDel SpA | Director | 2020–2023 |
| Inversago Pharma, Inc. | Director | 2020–2023 |
| Vectory B.V. | Director | Oct 2020–Jun 2024 |
| International Rare Diseases Research Consortium | Founding Member | — |
Board Governance
- Board classification: Class I director; term expires at 2027 annual meeting .
- Independence: Board determined in Feb 2025 that all non-employee directors, including Dr. Incerti, are independent under Nasdaq and SEC rules .
- Committees: Member, Research & Development Committee (R&D) .
- Committee meeting cadence: R&D Committee held 9 meetings in 2024 ; Audit Committee held 7; Compensation Committee held 7; Nominating & Corporate Governance held 5 .
- Attendance: Board met 10 times in 2024; each director attended ≥75% of aggregate meetings of the board and committees on which he/she served; all directors attended the 2024 annual meeting virtually .
- Board leadership: Chair (Jason Rhodes) and CEO (John Cox) roles separated .
- Executive sessions: Independent directors meet at least twice annually .
- Anti-hedging policy: Prohibits short sales, derivative transactions and hedging for directors and covered persons .
- Clawback: Dodd-Frank compensation recovery policy adopted Nov 21, 2023; administered by Compensation Committee (primarily executive-focused) .
Fixed Compensation (Director)
| Year | Cash Retainer (Board) | Committee Member Fee | Committee Chair Fee | Carlo Incerti – Fees Earned | Notes |
|---|---|---|---|---|---|
| 2024 program | $40,000 | Audit: $7,500; Comp: $5,000; Nominating: $4,000; R&D: $5,000 | Audit: $7,500; Comp: $5,000; Nominating: $4,000; R&D: $5,000 | $45,000 | Non-employee director compensation program; fees paid quarterly |
| 2025 program | $45,000 | Audit: $10,000; Comp: $7,500; Nominating: $5,000; R&D: $7,500 | Audit: $10,000; Comp: $7,500; Nominating: $5,000; R&D: $7,500 | — | Effective Jan 1, 2025; amended cash fees |
Performance Compensation (Director)
| Element | Grant Date | Instrument | Quantity/Terms | Fair Value/Exercise | Vesting | Carlo Incerti – 2024 Total |
|---|---|---|---|---|---|---|
| Annual director equity | Dec 4, 2024 | Stock options | Director program; typical annual option up to 25,133 shares pre-2025 change | Exercise at grant-date FMV; e.g., $29.44 for 2024 annual grants | Vests fully by next annual meeting or 1-year anniversary; annual program | — |
| Individual award | 2024 | Options (aggregate) | Dr. Incerti held 60,827 shares subject to outstanding option awards as of 12/31/2024 | — | Time-based per program | Option award grant-date fair value $501,848; total comp $546,848 |
| 2025 director equity program (cap) | 2025 | Options | Initial director award FV cap $800,000 (≤70,000 sh); annual award FV cap $400,000 (≤35,000 sh) | Black-Scholes FV caps; exercise at FMV | Initial: 3-year monthly vest; Annual: 1-year cliff | Program terms only |
No performance metrics (e.g., TSR, revenue or EBITDA targets) are tied to director compensation; awards are time-based (options and RSUs where applicable) .
Other Directorships & Interlocks
| Relationship | Detail | Governance Consideration |
|---|---|---|
| Forbion affiliation | Dr. Incerti is an Operating Partner at Forbion; director Dirk Kersten is Managing/General Partner at Forbion | Board independence affirmed in Feb 2025; related person transactions are subject to audit committee review/policy |
| Forbion participation in financing | Entities affiliated with Forbion purchased 1,714,285 shares in Dyne’s Jan 2024 public offering at $17.50 (aggregate $29,999,988) | Purchases at public price; disclosed under Related Person Transactions; overseen per policy |
| Atlas Venture participation | Atlas Venture entities purchased 1,111,111 shares in Jan 27, 2025 ATM at $13.50; Jason Rhodes (Chair) is Atlas partner | Disclosed; policy governs related transactions |
Expertise & Qualifications
- Rare disease and clinical development leadership (Sanofi Genzyme CMO; extensive Genzyme tenure) .
- Board experience across European and US biotech; founding member in rare disease research consortium .
- Medical degree from University of Modena and Reggio Emilia (Italy) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Carlo Incerti | 72,726 | <1% | Includes 72,726 shares underlying options exercisable within 60 days of April 1, 2025 |
| Carlo Incerti (as of 12/31/2024) | 60,827 (options outstanding) | — | Aggregate options outstanding reported for non-employee directors |
Anti-hedging policy prohibits directors from engaging in short sales, derivatives or hedging of company stock . No pledging of shares as collateral disclosed for directors in the proxy .
Insider Trades
| Date | Type | Security | Quantity/Price | Terms |
|---|---|---|---|---|
| May 22, 2024 | Grant | Stock Option | 25,133 at $31.53 | Vests in full on earlier of May 22, 2025 or 2025 Annual Meeting; expires May 21, 2034 |
| Nov 18, 2024 | Sale+OE | Common Stock | Sale of 16,500 at weighted avg $28.73 | Per Form 4 filing and transaction summary |
| Mar 2, 2022 | Grant | Stock Option | 39,193 at $8.69 | Vests in equal monthly installments through Mar 2, 2025; expires Mar 1, 2032 |
Governance Assessment
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Strengths
- Independent director with strong rare disease and biopharma credentials; active R&D committee contributor (9 meetings in 2024) .
- Robust governance infrastructure: separated Chair/CEO; executive sessions; attendance ≥75%; anti-hedging policy; related party review; clawback policy .
- Director pay structure largely at-risk via options; time-based vesting aligns with long-term value creation; 2025 raises maintain competitiveness .
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Potential Risks/RED FLAGS
- Forbion interlock: Dr. Incerti (Operating Partner) and fellow director Dirk Kersten (Managing/General Partner) plus Forbion’s significant purchase in Jan 2024 offering create perceived conflicts; mitigated by independence determinations and related party transaction oversight (audit committee) .
- Insider sale in Nov 2024 after stock appreciation could be viewed as negative signal; however, occurrences should be considered in context of scheduled option vesting and personal diversification .
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Overall: Board effectiveness and independence for Dr. Incerti appear solid; committee engagement and scientific expertise enhance oversight of Dyne’s pipeline. Monitor related-party dynamics with Forbion and ongoing insider trade patterns for any emerging misalignment with shareholder interests .