Jason Rhodes
About Jason Rhodes
Jason Rhodes (55) is an independent director at Dyne Therapeutics, Inc., serving as chairman of the board since November 2018; he has been a director since December 2017 and served as Dyne’s founding President and CEO from December 2017 to November 2018 . He is a partner at Atlas Venture (since 2014) and previously was President and CFO at Epizyme, Inc. (2010–2014), with a BA in history from Yale and an MBA from Wharton . Dyne’s board separates the chairman and CEO roles, with Rhodes as independent chair and John Cox as CEO, a structure the board views as strengthening oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dyne Therapeutics (DYN) | Founding President & CEO; later Chairman of the Board | Dec 2017–Nov 2018 (CEO); Nov 2018–present (Chair) | Established company; independent board leadership structure |
| Epizyme, Inc. | President & CFO | 2010–2014 | Senior operating and finance leadership; biotech scaling experience |
| Atlas Venture | Partner | 2014–present | Life sciences investing; board service across portfolio companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Generation Bio Co. | Director | Current | Rhodes is a director; Dyne director Catherine Stehman-Breen also serves on Generation Bio’s board (interlock) |
| Replimune Group, Inc. | Director (prior) | 2015–2022 | Prior public company board role |
| Gemini Therapeutics, Inc. | Director (prior) | 2016–2022 | Prior public company board role |
| Bicycle Therapeutics, Inc. | Director (prior) | 2016–2019 | Prior public company board role |
| Disarm Therapeutics, Inc. | Director (prior) | 2016–2020 | Prior private company board role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member of that committee .
- Board leadership: Independent chairman; CEO role separated; board believes this structure promotes oversight and governance quality .
- Independence: Board determined in February 2025 that all directors except the CEO are independent under Nasdaq rules; Rhodes is independent .
- Attendance and engagement: 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 virtually .
- Executive sessions: Corporate governance guidelines provide for at least two executive sessions of independent directors annually .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $78,000 | Comprised of board member retainer ($40,000), chair premium ($30,000), Nominating & Governance member ($4,000), and chair premium ($4,000) |
| Stock awards | — | No RSUs granted to non-employee directors in 2024 |
| Option awards (grant-date fair value) | $501,848 | Valued under ASC 718 |
| Total | $579,848 | Sum of cash and option award fair value |
2024 Director Fee Schedule:
- Board member: $40,000; Board chair additional: $30,000; Nominating & Corporate Governance member: $4,000; chair additional: $4,000 .
2025 Director Fee Schedule (effective Jan 1, 2025):
- Board member: $45,000; Board chair additional: $35,000; Nominating & Corporate Governance member: $5,000; chair additional: $5,000 .
Performance Compensation
| Equity Structure | Grant Detail | Vesting | Term/Exercise |
|---|---|---|---|
| Annual director options (2024 program) | Option to purchase 25,133 shares for directors serving ≥6 months | Vests in full on earlier of first anniversary of grant or next annual meeting | 10-year term; exercise price = fair market value at grant |
| Initial director options (2024 program) | Option to purchase 50,267 shares upon initial election | Monthly vesting over 3 years | 10-year term; exercise price = fair market value at grant |
| Annual director options (2025 program) | Option with $400,000 fair value (cap 35,000 shares) | Same vest terms as 2024 | Black-Scholes valuation |
| Initial director options (2025 program) | Option with $800,000 fair value (cap 70,000 shares) | Same vest terms as 2024 | Black-Scholes valuation |
| Rhodes—Outstanding as of 12/31/2024 | 64,092 shares subject to outstanding options | As granted per program schedules | Aggregate count disclosed for Rhodes |
Other Directorships & Interlocks
- Atlas Venture affiliation: Rhodes is a partner at Atlas Venture; entities affiliated with Atlas Venture Fund XI and opportunity funds collectively held ~8.03% of Dyne as of April 1, 2025; Rhodes is listed with 9,219,690 shares beneficially owned, reflecting governance control roles across Atlas entities and 89,225 options exercisable within 60 days; he disclaims beneficial ownership except to the extent of pecuniary interest .
- Related-party transactions: In January 2025, Atlas Venture and affiliates purchased 1,111,111 Dyne shares at $13.50 in an at-the-market offering at prevailing market price; Dyne maintains an audit committee-reviewed related person transaction policy .
Expertise & Qualifications
- Strategic and financial operator: Prior President/CFO at Epizyme and founding CEO at Dyne, with deep biotech board experience .
- Investor perspective: Partner at Atlas Venture with life sciences investment and governance exposure .
- Education: BA Yale; MBA Wharton .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jason Rhodes | 9,219,690 | 8.11% | Includes governance-control at Atlas-affiliated funds; 89,225 options exercisable within 60 days; Rhodes disclaims beneficial ownership except to the extent of pecuniary interest |
| Atlas Venture affiliates | 9,130,465 | 8.03% | Atlas Fund XI and Opportunity Funds I & II aggregate holdings |
- Anti-hedging policy: Dyne prohibits directors and employees from hedging and derivatives/shorts in company securities, reinforcing alignment .
Governance Assessment
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Strengths
- Independent chair separate from CEO promotes oversight; formal governance guidelines and annual board self-evaluation; independent director executive sessions at least twice annually .
- Active committee leadership: Rhodes chairs Nominating & Governance (board composition, leadership structure, succession planning), supporting board effectiveness .
- Attendance and engagement: Board met 10 times in 2024; directors met ≥75% attendance thresholds; full annual meeting attendance in 2024 .
- Director pay structure emphasizes long-term equity via options with multi-year vesting, aligning with shareholder value creation; no director RSUs in 2024; anti-hedging policy in place .
-
Potential Conflicts / RED FLAGS
- Atlas Venture interlock: Rhodes is a partner at Atlas Venture; Atlas and affiliates are significant shareholders and transacted in Dyne equity in January 2025. While purchases were at market price and Dyne has a robust related person transaction policy overseen by the audit committee, the dual role requires continued vigilance over recusals and process rigor to avoid perceived conflicts of interest .
- Board interlock at Generation Bio: Both Rhodes and Dyne director Catherine Stehman-Breen sit on Generation Bio’s board. This is not inherently problematic but warrants monitoring for information flow and competitive overlap risks if counterparties intersect with Dyne’s strategy .
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Compensation and alignment signals
- Cash vs. equity mix: Rhodes’ 2024 director compensation was majority equity (option grant fair value $501,848 vs. cash $78,000), suggesting alignment with long-term performance rather than guaranteed pay .
- 2025 program raises cash retainers modestly and standardizes option grant values (Black-Scholes-based) with caps, maintaining option-linked incentives .
-
Independence and policies
- Formal independence determination (Feb 2025) affirmed Rhodes’ independence; code of conduct and insider trading policy (anti-hedging) bolster governance practices .
Overall: Rhodes brings experienced operator-investor credentials and leads key governance functions as independent chair. The Atlas affiliation and Generation Bio interlock are manageable with Dyne’s related-party policy and committee oversight but merit ongoing attention in sensitive transactions and strategic decisions .