Catherine Stehman-Breen
About Catherine Stehman-Breen
Independent Class I director (term expiring at the 2027 annual meeting), age 62, on Dyne Therapeutics’ board since June 2019. She is a physician-executive with deep clinical development and regulatory experience; prior roles include CEO of Chroma Medicine (Dec 2020–Dec 2024), CDO at Obsidian Therapeutics, EIR at Atlas Venture (including service as Dyne’s CMO in 2018–2019), CMO at Disarm Therapeutics and Sarepta Therapeutics, and earlier clinical leadership at Regeneron. Education: BA (Colby College), MSc Epidemiology and residency/fellowship (University of Washington), MD (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chroma Medicine, Inc. | Chief Executive Officer; Director | Dec 2020 – Dec 2024 | Led early-stage platform company; CEO experience enhances board oversight of clinical and regulatory strategy |
| Obsidian Therapeutics, Inc. | Chief Development Officer | Jul 2019 – Dec 2020 | Clinical development leadership in cell/gene therapy |
| Atlas Venture / Dyne Therapeutics | Entrepreneur-in-Residence; CMO of Dyne | Mar 2018 – Jul 2019 | Foundational knowledge of Dyne’s programs/platform |
| Disarm Therapeutics, Inc. | Chief Medical Officer | Apr 2018 – Jul 2019 | Neurodegeneration development insight |
| Sarepta Therapeutics, Inc. | Chief Medical Officer | Mar 2017 – Dec 2017 | Rare neuromuscular development, relevant to Dyne’s focus |
| Regeneron Pharmaceuticals, Inc. | VP, Clinical Development & Regulatory Affairs | Prior to 2017 | Large-cap R&D and regulatory experience |
External Roles
| Company | Role | Public/Private | Committees (if disclosed) |
|---|---|---|---|
| Generation Bio Co. | Director | Public | Not disclosed in proxy |
| Tenaya Therapeutics, Inc. | Director | Public | Not disclosed in proxy |
Board Governance
- Independence: The Board determined in Feb 2025 that all non-employee directors, including Dr. Stehman-Breen, are independent under Nasdaq and Exchange Act rules .
- Classification/term: Class I director; term expires at the 2027 annual meeting .
- Committee assignments (2024 activity levels shown):
- Audit Committee (7 meetings; member; Chair: David Lubner)
- Research & Development Committee (9 meetings; member)
- Attendance: Board met 10 times in 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and governance practices: Independent directors meet at least twice annually; annual board self-evaluation; directors expected to pursue ongoing education .
Committee Memberships (current)
| Committee | Role | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Member | David Lubner | 7 |
| Research & Development | Member | — | 9 |
Fixed Compensation (Non-Employee Director)
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 52,500 | — | 501,848 | 554,348 |
| 2023 | 48,750 | — | 205,166 | 253,916 |
Notes: As of Dec 31, 2024, she held 129,722 shares underlying outstanding option awards (no RSUs for non-employee directors) .
Director Cash Retainers (Program Detail)
| Program | Board Member ($) | Board Chair add’l ($) | Audit Member/Chair ($) | Comp Member/Chair ($) | Nominating Member/Chair ($) | R&D Member/Chair ($) |
|---|---|---|---|---|---|---|
| 2024 | 40,000 | 30,000 | 7,500 / 7,500 | 5,000 / 5,000 | 4,000 / 4,000 | 5,000 / 5,000 |
| 2025 | 45,000 | 35,000 | 10,000 / 10,000 | 7,500 / 7,500 | 5,000 / 5,000 | 7,500 / 7,500 |
Performance Compensation (Equity for Directors)
- 2024 grants: Initial option 50,267 shares (3-year monthly vesting); annual option 25,133 shares (vests in full by next annual meeting or 1-year anniversary); 10-year term; strike = FMV on grant date .
- 2025 change: Value-based equity; initial option fair value $800,000 (cap 70,000 shares), annual option fair value $400,000 (cap 35,000 shares); same vesting/term structure as 2024 .
Other Directorships & Interlocks
- Current public boards: Generation Bio Co.; Tenaya Therapeutics, Inc. .
- Compensation committee interlocks: None reported for the company (no officer-director cross-service disclosed) .
- Related-party transactions: No transactions involving Dr. Stehman-Breen disclosed. Related-person transactions noted involved certain >5% holders (e.g., Atlas/Forbion) participating in offerings; review/approval governed by audit committee policy .
Expertise & Qualifications
- Clinical/regulatory leadership across rare and neuromuscular diseases; prior CMO roles at Dyne, Disarm, Sarepta; VP Clinical Dev/Regulatory at Regeneron .
- Academic credentials: MD (Univ. of Chicago), MSc Epidemiology (Univ. of Washington), BA Biology & Psychology (Colby College) .
- Brings operating CEO experience (Chroma Medicine) and venture formation perspective (Atlas EIR) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Catherine Stehman-Breen, M.D. (as of Apr 1, 2025) | 244,322 | <1% | Total shares outstanding 113,633,782 as of record date; % per table |
| Options outstanding (as of Dec 31, 2024) | 129,722 | — | Non-employee director outstanding option awards count |
- Anti-hedging policy: Prohibits short sales, options/derivatives, and hedging instruments for directors and employees .
- Pledging: No specific pledging policy disclosure noted in the proxy .
Say-on-Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (May 30, 2025) | 74,412,453 | 15,817,102 | 81,555 | 15,360,066 |
| Frequency of say-on-pay | 90,207,687 (1 Yr) | 2,183 (2 Yrs) | 80,421 (3 Yrs) | 20,819 |
Governance Assessment
- Strengths: Independent director with relevant domain expertise; active on Audit and R&D committees; solid attendance; pay structure heavily equity-based, aligning with shareholders; anti-hedging and clawback policies in place; no related-party transactions involving her disclosed .
- Potential watch items:
- Multiple external biotech directorships (Generation Bio, Tenaya) require ongoing monitoring for information flow or competitive overlaps, though no related-party transactions or interlocks are disclosed .
- Director equity grants increased materially by 2025 policy (shift to $400k annual option value), raising overall equity at-risk but also potential dilution concerns; still time-based vesting (no performance criteria) .
Overall, Dr. Stehman-Breen exhibits strong board effectiveness signals (independence, attendance, domain expertise) with ownership alignment via options. No red flags identified regarding conflicts, attendance, or pay anomalies in disclosed filings .