David Lubner
About David Lubner
David Lubner, 60, is a Class III independent director at Dyne Therapeutics (DYN) serving since March 2020. He chairs the Audit Committee and is designated an “audit committee financial expert,” bringing decades of CFO experience across life sciences and prior CPA credentials; he holds a B.S. in business administration (Northeastern University) and an M.S. in taxation (Bentley University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ra Pharmaceuticals, Inc. | EVP & Chief Financial Officer | Jan 2016 – Jun 2020 | Led finance through acquisition by UCB S.A. |
| Tetraphase Pharmaceuticals, Inc. | Chief Financial Officer | 2006 – 2016 | Built public-company finance infrastructure |
| PharMetrics Inc. | Chief Financial Officer | 1999 – 2005 | CFO through sale to IMS Health |
| ProScript, Inc. | Vice President & Chief Financial Officer | 1996 – 1999 | Finance leadership in biotech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcellx Inc. | Director | Current | Public biotech board service |
| Vor Biopharma, Inc. | Director | Current | Public biotech board service |
| Cargo Therapeutics, Inc. | Director | Current | Public biotech board service |
| Nightstar Therapeutics plc | Director | 2017 – 2019 | Board through acquisition by Biogen |
| Therapeutics Acquisition Corp. I (Research Alliance Corp. I) | Director | May 2020 – Jun 2021 | SPAC board in healthcare |
| Gemini Therapeutics, Inc. | Director | 2020 – 2022 | Public biotech director |
| Point Biopharma, Inc. | Director | 2021 – Dec 2023 | Board through acquisition by Eli Lilly |
Board Governance
- Committee assignments: Audit Committee (Chair; financial expert), Nominating & Corporate Governance Committee (member). Compensation Committee membership is limited to Hurwitz and Kersten; Lubner is not a member, and he is not on the R&D Committee .
- Independence: In Feb 2025 the board determined all non‑employee directors, including Lubner, are independent under Nasdaq and SEC rules .
- Attendance: Board met 10 times in 2024; Audit met 7 times; Nominating & Corporate Governance met 5 times. Each director attended ≥75% of aggregate meetings of the board and committees on which they served; all directors attended the 2024 annual meeting virtually. Independent directors hold executive sessions at least twice annually .
- Leadership and risk oversight: Separate Chair (Jason Rhodes) and CEO roles; robust risk oversight across audit (financial/IT/cyber/privacy/compliance), compensation (pay risk), nom/gov (composition/succession), and R&D committees .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $59,000 | Board member ($40,000) + Audit Committee member ($7,500) + Audit Committee chair ($7,500) + Nominating & Corporate Governance member ($4,000) |
| Option awards (grant-date fair value) | $501,848 | Calculated per ASC 718; 2024 director annual option award; options only (no director RSU/stock awards) |
| Total | $560,848 | 2024 non-employee director compensation |
2024 director fee schedule vs. 2025 program changes:
- 2024: Board member $40,000; Board chair +$30,000; Audit Committee member $7,500; Audit chair +$7,500; Nominating & Corporate Governance member $4,000; R&D member $5,000; R&D chair +$5,000 .
- 2025: Board member $45,000; Board chair +$35,000; Audit Committee member $10,000; Audit chair +$10,000; Nominating & Corporate Governance member $5,000; R&D member $7,500; R&D chair +$7,500 .
Performance Compensation
| Grant | Grant Date | # Options | Strike Price | Vesting | Fair Value (USD) |
|---|---|---|---|---|---|
| Annual director option grant (program) | 2024 annual meeting date | 25,133 | Equal to fair market value on grant date | Vests in full on earlier of first anniversary or next annual meeting; 10-year term | Included in $501,848 total 2024 option value for Lubner |
| Initial director option grant (program) | On initial appointment | 50,267 | Equal to fair market value on grant date | Vests monthly over 3 years; 10-year term | Program terms (not applicable to 2024 unless newly appointed) |
| 2025 program equity terms | Effective Jan 1, 2025 | Annual grant fair value $400,000 (cap 35,000 shares); Initial fair value $800,000 (cap 70,000 shares) | Equal to fair market value on grant date | Same vesting/term as 2024 program | Program change; per‑director sizing at grant |
Additional alignment:
- As of Dec 31, 2024, Lubner held 129,722 shares subject to outstanding director option awards (no restricted stock awards outstanding for directors) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Notes |
|---|---|---|---|
| Arcellx Inc. | Biotechnology | Director | Public biotech; governance network overlap (no DYN related-party transaction disclosed) |
| Vor Biopharma, Inc. | Biotechnology | Director | Public biotech |
| Cargo Therapeutics, Inc. | Biotechnology | Director | Public biotech |
| Nightstar Therapeutics plc | Biotechnology | Director (2017–2019) | Acquired by Biogen in 2019 |
| Research Alliance Corp. I | Healthcare SPAC | Director (2020–2021) | SPAC board experience |
| Gemini Therapeutics, Inc. | Biotechnology | Director (2020–2022) | Public biotech |
| Point Biopharma, Inc. | Biotechnology | Director (2021–Dec 2023) | Acquired by Eli Lilly in Dec 2023 |
Note: DYN related-party transactions in 2024–2025 involved shareholder purchases (e.g., Atlas Venture; Forbion) and executive separations; no Lubner‑specific related person transaction is disclosed in the period .
Expertise & Qualifications
- Financial leadership: Multi‑company biotech CFO, former Certified Public Accountant; audit committee financial expert at DYN .
- Governance: Audit chair; member, Nominating & Corporate Governance; experience chairing audit in public biotech settings .
- Education: B.S. business administration (Northeastern); M.S. taxation (Bentley) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 208,480 | As of April 1, 2025 |
| Ownership (% of outstanding) | <1% | Based on 113,633,782 shares outstanding |
| Options outstanding (director) | 129,722 | As of Dec 31, 2024 |
| Restricted stock awards (director) | 0 | As of Dec 31, 2024 |
| Anti‑hedging policy | Prohibits short sales, derivative hedging, collars, swaps, exchange funds, etc. | Insider Trading Policy (filed as Ex. 19.1 to 2024 Form 10‑K) |
Governance Assessment
- Strengths: Independent director; audit chair with “financial expert” designation; strong committee coverage and risk oversight; solid attendance; anti‑hedging and clawback policies; separation of Chair and CEO roles .
- Incentive alignment: Director equity delivered as stock options with 10‑year term, fair‑market strike, and time‑based vesting; Lubner holds 129,722 options, supporting skin‑in‑the‑game without RSU guarantees .
- Potential red flags/monitorables: Multiple concurrent public biotech directorships can create interlock/time‑commitment risk; however, no Lubner‑specific related‑party transactions disclosed in 2024–2025. 2025 program increased director cash retainers and moved to fair‑value‑based option sizing (annual $400k; initial $800k) with share caps—watch pay inflation vs. value creation and committee workload .