Johanna Friedl-Naderer
About Johanna Friedl-Naderer
Chief Commercial Officer at Dyne Therapeutics since September 3, 2024; age 57. Previously EVP & COO at Vir Biotechnology (Mar 2022–Mar 2024) and President, Europe/Canada/Partner Markets at Biogen (Nov 2019–Jan 2022), with over 20 years at Biogen leading launches across 35 markets in specialty and rare disease neurology. Company performance context: 2024 total shareholder return implied $198.15 on a $100 investment, with cumulative TSR above the Nasdaq Biotech peer group in 2024; Dyne remains pre-commercial with negative GAAP net income, so revenue/EBITDA growth metrics are not yet applicable .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vir Biotechnology, Inc. | Executive Vice President & Chief Operating Officer | Mar 2022–Mar 2024 | Led operations in infectious disease; scaled execution capabilities |
| Biogen Inc. | President, Europe, Canada & Partner Markets | Nov 2019–Jan 2022 | Drove multiple specialty/rare disease launches across 35 markets; market access leadership |
| Biogen Inc. | Various roles of increasing responsibility (20+ years) | ~1999–2019 | Built and led teams advancing access in MS, SMA, ALS, Alzheimer’s |
External Roles
| Organization | Role | Years |
|---|---|---|
| European Federation of Pharmaceutical Industries & Associations (EFPIA) | Board service (member) | Not disclosed |
Fixed Compensation
| Metric (Currency) | 2024 | Notes |
|---|---|---|
| Base Salary (CHF) | CHF 500,000 | Monthly CHF 51,764.27; plus CHF 1,502/month supplemental health insurance reimbursement |
| Base Salary (USD equivalent) | $572,255 | USD conversion used in proxy (avg rate $1.1445/CHF) |
| Target Bonus (%) | 40% | Set at hire |
| Actual 2024 Bonus (USD) | $240,347 | Based on corporate score of 105% |
Performance Compensation
| Metric Category | Weighting | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| Clinical Development & Regulatory (ACHIEVE – DYNE-101; DELIVER – DYNE-251) | 52.5% | Safety/efficacy data; dose/regimen for registrational expansion; AA strategy | Complete; 62.5% achievement; dose/regimen defined; IND for DYNE-101; supply-chain readiness | Contributed to corporate achievement score of 105% (applies to NEO bonuses) | Annual cash bonus, paid early 2025 |
| Preclinical/Discovery/Platform (FSHD, Pompe, FORCE) | 12.5% | FSHD preclinical data; Pompe candidate nomination | Complete; 15.0% achievement; DYNE-302 data; DYNE-401 nominated | As above | As above |
| Corporate & Business Development (Capital, BD, Culture) | 35.0% | Extend runway; fill key roles | Complete; 27.5% achievement; $773.1mm net proceeds; runway into 2H26; key hires | As above | As above |
Equity Ownership & Alignment
- Beneficial ownership: 8,500 shares (2,219 directly; 6,281 options exercisable within 60 days of April 1, 2025), <1% of outstanding; company had 113,633,782 shares outstanding as of April 4, 2025 (approx. 0.0075% ownership) .
- Outstanding awards at 12/31/2024:
- Options: 185,300 at $31.94 (new hire, 25% on 1st anniversary then monthly); 60,300 at $29.44 (annual, equal monthly over 4 years) .
- RSUs: 58,400 (new hire, equal annual installments over 4 years; first on Sep 3, 2025); 37,800 (annual, equal quarterly over 4 years; first on Mar 4, 2025) .
- Hedging prohibited by insider trading policy (short sales, derivatives, collars, swaps); pledging not explicitly addressed; no pledging disclosed .
- No formal executive stock ownership guidelines disclosed .
Employment Terms
- Employment arrangement: Labor leasing agreement via Globalization Partners Switzerland SA (Switzerland) dated June 27, 2024; monthly salary CHF 51,764.27; CHF 1,502/month supplemental health insurance reimbursement; eligible for expense reimbursement per policy .
- Severance/change-in-control: Covered by Executive Severance & CIC Benefits Plan.
- If terminated without cause or for good reason outside CIC window: 9 months base salary and up to 9 months health premiums (for senior officers) .
- Within 1 year post-CIC: Lump sum 12 months base salary, 100% of target annual bonus, up to 12 months health premiums, and full acceleration of outstanding equity .
- Non-compete/non-solicit: Company maintains non-compete and non-solicit agreements with NEOs (1 year post-termination) .
- Clawback: Dodd-Frank Compensation Recovery Policy effective Nov 21, 2023, covers all current/former executive officers; triggers in event of accounting restatement; applies regardless of misconduct .
- No tax gross-ups provided to NEOs .
Potential Payments (as of 12/31/2024, illustrative)
| Scenario | Severance Pay | Health Continuation | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination without cause / good reason (no CIC or >12 months post-CIC) | $429,191 | $22,054 | $0 | $451,245 |
| Termination within 1 year following CIC | $801,157 | $29,405 | $2,266,472 | $3,097,034 |
Compensation Structure Highlights
- 2024 equity mix: Annual grants split 50% options / 50% RSUs by value for NEOs; Johanna received 60,300 options (FMV $29.44) and 37,800 RSUs in Dec-2024 .
- New-hire equity: Sep-2024 inducement awards of 185,300 options ($31.94) and 58,400 RSUs; options 25% cliff at year 1 then monthly; RSUs annual over four years .
- Risk mitigants: Double-trigger equity vesting on CIC; clawback policy; hedging ban; no option repricing; no tax gross-ups .
Performance & Track Record
- Joined to lead commercialization as Dyne pursued expedited approval pathways for co-lead programs (DM1, DMD) and built a fully integrated biotech capability .
- Corporate outcomes linked to 2024 bonuses included positive Phase 1/2 data in ACHIEVE/DELIVER, dose/regimen selection for registrational expansion, and capital raised to extend runway into 2H26 .
Investment Implications
- Alignment: Material equity exposure with both time-vested options and RSUs, plus double-trigger full acceleration under CIC, aligning incentives to value creation and strategic milestones .
- Near-term selling pressure: Quarterly RSU vesting begins Mar 4, 2025 (37,800 over 4 years), annual RSU vesting begins Sep 3, 2025 (58,400 over 4 years); options vest monthly on Dec-2024 grant, creating a steady flow of potential exercisable shares—monitor Form 4s for actual dispositions as commercialization timelines evolve .
- Governance/risks: Robust clawback and hedging bans; no executive ownership guidelines; no pledging disclosed. CIC economics are standard (12 months salary, 100% target bonus, full equity acceleration), implying retention is supported but not unusually rich; bonus framework tied to clinical, regulatory, and capital execution, not financial metrics given pre-commercial status .