Dirk Kersten
About Dirk Kersten
Dirk Kersten, 50, is an independent director of Dyne Therapeutics, serving since November 2018; he became a Managing Partner at Forbion in January 2025 and previously served as a General Partner since October 2018, managing the Forbion Growth Opportunities Fund. He is a physicist by training (M.S., University of Groningen) with a career in life-sciences venture investing and prior operating roles, including Managing Director at INKEF Capital (2014–2018) and Partner at Gilde Healthcare Partners (2006–2014), where he led U.S. operations for three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| INKEF Capital | Managing Director (healthcare investments) | May 2014–Aug 2018 | Led all healthcare investment activities |
| Gilde Healthcare Partners | Partner; led U.S. operations | 2006–2014 | Leadership across U.S. operations for three years |
| Ascendis Pharma A/S | Director (prior) | Not disclosed | Prior public company board experience |
| Lanthio Pharma | Director (prior; pre-acquisition by MorphoSys AG) | Not disclosed | Transactional exit experience |
| ProFibrix B.V. | Director (prior; pre-acquisition by The Medicines Company) | Not disclosed | Transactional exit experience |
| Nightbalance B.V. | Director (prior; pre-acquisition by Royal Philips) | Not disclosed | Transactional exit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forbion | Managing Partner (as of Jan 2025); previously General Partner | Oct 2018–Present | Manages Forbion Growth Opportunities Fund |
| NorthSea Therapeutics B.V. | Director (private) | Current | Private life sciences board |
| Stichting Administratiekantoor Koekeloerus | Director (private) | Current | Private board |
| Synox Therapeutics Limited | Director (private) | Current | Private life sciences board |
Board Governance
- Committees: Member, Audit Committee; Chair, Compensation Committee (seven meetings each in 2024) .
- Independence: Board determined he is independent under Nasdaq and SEC rules (February 2025 review) .
- Attendance: Board met 10 times in 2024; each director attended ≥75% of meetings of the board and committees served; all directors attended the 2024 annual meeting virtually .
- Governance practices: Independent directors meet at least twice annually in executive session; board conducts annual self-evaluation; directors have full access to management and advisors .
- Compensation Committee report: Signed by Chair Dirk Kersten and Ed Hurwitz .
Fixed Compensation
| Year | Cash Fees (Board + Committee) | Notes |
|---|---|---|
| 2024 | $57,500 | Includes board member annual fee and committee membership/chair retainers per 2024 program |
| 2023 | $57,500 | Program cash fee levels unchanged in 2024 vs 2023 |
2024 and 2025 Non‑Employee Director Compensation Program (structure):
| Component | 2024 Member Fee | 2024 Chair Add’l Fee | 2025 Member Fee | 2025 Chair Add’l Fee |
|---|---|---|---|---|
| Board of Directors ($) | 40,000 | 30,000 | 45,000 | 35,000 |
| Audit Committee ($) | 7,500 | 7,500 | 10,000 | 10,000 |
| Compensation Committee ($) | 5,000 | 5,000 | 7,500 | 7,500 |
| Nominating & Corporate Governance Committee ($) | 4,000 | 4,000 | 5,000 | 5,000 |
| Research & Development Committee ($) | 5,000 | 5,000 | 7,500 | 7,500 |
Performance Compensation
| Year | Equity Type | Grant Details | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| 2024 | Stock options | Annual director option: 25,133 shares (if ≥6 months service); initial option: 50,267 shares at onboarding | Annual: vests in full by earlier of 1 year or next annual meeting; Initial: monthly over 3 years; 10-year term; FMV exercise price | $501,848 (Kersten) |
| 2023 | Stock options | Annual director option: 24,900; initial option: 49,800 | Same vesting terms as above | $205,166 (Kersten) |
| 2025 | Stock options | Initial: fair value $800,000 (cap 70,000 shares); Annual: fair value $400,000 (cap 35,000 shares) | Same vesting terms (initial monthly over 3 years; annual 1 year/next meeting); 10-year term; FMV exercise price | N/A (program parameters; individual grants not shown) |
Performance metrics tied to director compensation: None disclosed; director equity awards are structurally time-vested and not tied to financial metrics (directors’ program as described) .
Other Directorships & Interlocks
- Interlocks: Forbion affiliated entities were >5% holders; Carlo Incerti (Class I director) is an operating partner at Forbion, creating a network linkage on the board .
- Related financings: Forbion Capital Fund IV affiliated entities purchased 1,714,285 shares in Dyne’s January 2024 public offering at $17.50 per share ($29,999,988 total) .
- Audit Committee oversight: Related person transactions are reviewed/approved by the Audit Committee .
Expertise & Qualifications
- Scientific training (M.S. physics) and extensive life sciences investing/director experience across European and U.S. markets .
- Board believes he is qualified based on scientific background, investing experience, and biotech board service .
- Compensation governance experience as Compensation Committee Chair, including oversight of clawback policy and CD&A review .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Dirk Kersten | 5,551,801 | “*” (less than 1%) | Footnote (9): consists of shares held directly by Forbion Capital Fund IV Cooperatief U.A. (5,400,545) and Forbion Growth Opportunities Fund II Cooperatief U.A. (62,301); Forbion Management entities exercise voting/dispositive power; Kersten is a partner/investment committee member and disclaims beneficial ownership except to extent of pecuniary interest . |
| Options outstanding (Kersten) | 64,092 (as of 12/31/2024) | N/A | Director option holdings per year-end 2024 |
Anti‑hedging: Company policy prohibits short sales and hedging/derivative transactions for directors and employees, supporting alignment .
Governance Assessment
- Board effectiveness: Kersten’s dual role—Audit Committee member and Compensation Committee Chair—indicates material governance influence; committee independence affirmed by board (Feb 2025) .
- Independence & attendance: Independent status under Nasdaq/SEC rules; attendance thresholds met; annual meeting participation consistent with guidelines .
- Pay structure signals: Director compensation mix is predominantly equity (options), increasing in 2024 vs 2023 (Kersten’s option award fair value rose to $501,848 from $205,166), and program moved to fair-value caps in 2025—maintains at‑risk orientation but lifts grant sizing; monitors potential inflation risk in board pay .
- Clawback and anti‑hedging: Compensation Committee oversees Dodd‑Frank clawback policy; insider trading policy prohibits hedging—positive governance indicators .
- Shareholder signals: 2025 say‑on‑pay approved (For 74,412,453; Against 15,817,102; Abstain 81,555) and annual frequency supported (Every 1 year: 90,207,687); director elections—Kersten received 58,322,540 “For” votes (31,988,570 withheld) .
- Conflicts & related parties: Forbion’s significant ownership and participation in 2024 financing creates a potential perceived conflict; mitigation via Audit Committee oversight and independence determinations; disclosure notes Kersten’s disclaimer of beneficial ownership except pecuniary interest .
- RED FLAGS: Interlocks with a significant shareholder (Forbion) and multiple Forbion‑affiliated directors could raise conflict optics; continued robust disclosure and committee oversight are important .