Douglas Kerr
About Douglas Kerr
Douglas Kerr, M.D., Ph.D., age 58, has served as Dyne Therapeutics’ Chief Medical Officer since September 2024 . He previously was a Venture Partner at Atlas Venture (Dec 2023–Aug 2024) and held senior R&D leadership roles at Generation Bio (Head of R&D Aug 2017–May 2019; Chief Development Officer May 2019–Nov 2020; Chief Medical Officer Nov 2020–Dec 2023), after overseeing neurology franchises at Shire and leading programs at Biogen . Dr. Kerr holds a B.A. in Biochemistry (Princeton), an M.D. (Jefferson Medical College), a Ph.D. in Molecular Biology (Thomas Jefferson University), and an MBA (Northeastern); he completed residency at Johns Hopkins and served on its faculty for 10 years . Company bonus outcomes for 2024 were based on corporate milestones (clinical, regulatory, platform, and corporate/BD), with a 105% corporate performance score used to fund NEO bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlas Venture | Venture Partner | Dec 2023–Aug 2024 | Venture investing/operator perspective prior to joining Dyne as CMO |
| Generation Bio | Head of R&D | Aug 2017–May 2019 | Led R&D in gene therapy platform company |
| Generation Bio | Chief Development Officer | May 2019–Nov 2020 | Advanced development strategy/execution |
| Generation Bio | Chief Medical Officer | Nov 2020–Dec 2023 | Clinical leadership across pipeline |
| Shire plc | Oversaw neurology-focused franchises | Not disclosed | Therapeutic area leadership in neurology |
| Biogen Inc. | Senior positions; global lead for Alzheimer’s, ALS, SMA programs | Not disclosed | Led major neurology programs |
External Roles
| Organization | Role | Years |
|---|---|---|
| BlueRock Therapeutics, LP | Director | Not disclosed |
| Trace Neuroscience, Inc. | Director | Not disclosed |
| AAVantgarde Bio, s.r.l | Director | Not disclosed |
| GenRab Therapeutics, Inc. | Director | Not disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus ($) |
|---|---|---|---|---|
| 2024 | 530,000 | 40% | 212,000 | 222,600 |
| 2025 | 537,000 | 40% | — | — |
Summary Compensation (2024):
| Component | Amount ($) |
|---|---|
| Salary | 172,795 |
| Stock Awards (RSUs; grant-date fair value) | 2,930,270 |
| Option Awards (grant-date fair value) | 4,415,647 |
| Non-Equity Incentive Plan Compensation | 222,600 |
| All Other Compensation | 335 |
| Total | 7,741,647 |
Performance Compensation
Annual Cash Bonus Mechanics (2024):
- Corporate performance score: 105% .
- Corporate goals and weightings:
- Clinical development and regulatory: 52.5% weighting; “Complete – 62.5% Achievement” with positive safety/efficacy data in ACHIEVE and DELIVER, dose/regimen defined for registrational expansion, and U.S. regulatory progress .
- Preclinical, discovery and platform: 12.5% weighting; “Complete – 15.0% Achievement” including new FSHD preclinical data and Pompe candidate selection .
- Corporate and business development: 35.0% weighting; “Complete – 27.5% Achievement,” including $773.1M 2024 capital raises extending cash runway into 2H26 and key hiring .
Dr. Kerr 2024 Annual Bonus Calculation:
| Base Used ($) | Target (%) | Corporate Score (%) | Payout ($) |
|---|---|---|---|
| 530,000 | 40% | 105% | 222,600 |
Equity Awards (2024 grants):
| Grant Date | Type | Shares (#) | Exercise Price ($) | Vesting Schedule | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 9/3/2024 | New Hire Option | 150,300 | 31.94 | Service-based vesting | 9/2/2034 | 2,993,675 |
| 9/3/2024 | New Hire RSU | 47,500 | — | Vests in equal annual installments over 4 years; first installment on Sep 3, 2025 | — | 1,517,150 |
| 12/4/2024 | Annual Option | 76,600 | 29.44 | Vests over 4 years in equal monthly installments | 12/3/2034 | 1,421,972 |
| 12/4/2024 | Annual RSU | 48,000 | — | Vests over 4 years in equal quarterly installments | — | 1,413,120 |
Program Design Notes:
- Dyne emphasizes options and RSUs (no executive ownership guidelines and no guaranteed salary increases); equity vesting promotes retention; upon certain terminations in connection with a change in control, vesting is fully accelerated (double-trigger) .
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025):
| Holder | Shares Beneficially Owned (#) | % Outstanding | Shares Outstanding Basis |
|---|---|---|---|
| Douglas Kerr | 9,636 | <1% | 113,633,782 |
Outstanding equity (as of Dec 31, 2024):
- Options (unexercisable): 150,300 @ $31.94 expiring 9/2/2034; 76,600 @ $29.44 expiring 12/3/2034 .
- RSUs (unvested): 47,500 (annual vest, first installment Sep 3, 2025); 48,000 (quarterly vest over 4 years) .
Alignment and trading considerations:
- As of 12/31/2024, Dyne’s closing price used for severance valuations was $23.56; Dr. Kerr’s option strikes ($31.94 and $29.44) were out-of-the-money at that reference price, reducing near-term exercise-driven selling pressure .
- Hedging of company stock is prohibited; Dyne maintains a clawback policy for equity and incentive compensation; company uses double-trigger vesting on change in control; no supplemental executive retirement plans and no excise tax gross-ups .
- Dyne states it has no formal executive equity ownership guidelines (limits assessment of required “skin-in-the-game” levels) .
Employment Terms
- Offer letter (Sept 2024 appointment as CMO): at-will; base salary; annual bonus eligibility; benefits; new-hire equity (150,300 options; 47,500 RSUs) under 2020 Plan; 2025 base set at $537,000 with 40% target bonus; equity awards subject to service-based vesting .
- Severance and change-in-control (Executive Severance and CIC Benefits Plan):
- Termination without cause/for good reason outside CIC window: 9 months base salary continuation and up to 9 months COBRA for senior officers .
- Termination without cause/for good reason within 12 months after a CIC (double-trigger): lump-sum 12 months base salary, 100% of target annual bonus, up to 12 months COBRA, and full acceleration of outstanding equity .
- Potential payments to Dr. Kerr if event occurred on 12/31/2024:
Scenario Severance ($) COBRA ($) Accelerated Equity ($) Total ($) No CIC (good reason/without cause) 397,500 23,425 — 420,925 Within 1 year after CIC (double-trigger) 742,000 31,233 2,249,980 3,023,213 - Indemnification agreements in place for all executive officers .
Investment Implications
- Retention vs. selling pressure: Large RSU/option overhang with first annual RSU vest on Sep 3, 2025 and ongoing quarterly RSU and monthly option vesting thereafter supports retention; options were out-of-the-money at the 12/31/24 reference price ($23.56), limiting near-term exercises and related selling pressure .
- Pay-for-performance alignment: 2024 cash bonus tied to corporate milestones with a 105% score; no PSU metrics disclosed—equity is primarily service-based options and RSUs, which align with stock price and tenure but provide limited direct linkage to multi-year TSR relative performance .
- Governance: Double-trigger CIC treatment and clawback policy are shareholder-friendly; hedging is prohibited; absence of executive ownership guidelines may reduce explicit ownership alignment targets .
- Economics on transition/M&A: In a sale, Kerr would receive 12 months base, 100% target bonus and full equity acceleration (double-trigger), which is standard but could create incremental dilution optics upon acceleration; outside a CIC, severance is limited to 9 months base and 9 months COBRA (no bonus multiple) .