John Cox
About John Cox
John G. Cox, 62, is President, CEO and a Class I director of Dyne Therapeutics, appointed March 25, 2024; he holds a B.S. (Arizona State), M.S. in cell biology (California State University), and an MBA (University of Michigan) . Under his tenure and late-stage data releases, Dyne highlighted strong 2024 equity performance: stock price +253% and market cap +481% from January to August 2024 used to reset comp peers , and 2024 cumulative TSR was 198.15 vs Nasdaq Biotech Index 91.15 (base $100 methodology) . Board determined he is not independent (as CEO), and the Chair role is separated (Jason Rhodes), supporting governance independence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dyne Therapeutics | President, CEO, Director | 2024–present | Advancing registrational expansion cohorts for DYNE-101 (DM1) and DYNE-251 (DMD); preparing for potential U.S. Accelerated Approvals in 2026 . |
| Repertoire Immune Medicines | CEO, Director | 2020–2022 | Led integration and strategy post Torque merger . |
| Torque Therapeutics | Executive Chairman; then CEO | 2019–2020 | Oversaw combination to create Repertoire . |
| Bioverativ (spun from Biogen) | CEO | 2017–2018 | Led spin-off from Biogen; company sold to Sanofi in 2018 . |
| Biogen | EVP roles incl. Global Commercial, Pharma & Technical Ops; EVP Pharmaceutical Ops & Tech | 2003–2017 | Led spin-out of hematology division forming Bioverativ; led global ops and commercial . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Minovia Therapeutics | Director | 2019–present | Private biotech board service . |
| Canopy-Immuno Therapeutics | Director | 2023–present | Private biotech board service . |
| Sigilon Therapeutics | Director | 2019–2023 | Public biotech; tenure ended Aug 2023 . |
| Repligen | Director | 2014–2020 | Public life sciences tools company . |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 700,000 | Established at hire in March 2024 . |
| Target Bonus (% of salary) | 60% | Set at hire . |
| Actual 2024 Cash Bonus ($) | 339,510 (pro-rated; 105% corporate achievement) | Corporate score 105% vs weighted 2024 goals . |
| 2025 Current Base ($) | 721,000 | Per offer letter disclosure . |
| 2025 Target Bonus (%) | 60% | Per offer letter disclosure . |
Performance Compensation
2024 Corporate Bonus Scorecard (applies to CEO)
| Metric | Weight | Target Description | Achievement | Contribution to Score |
|---|---|---|---|---|
| Clinical Development & Regulatory (ACHIEVE DYNE‑101; DELIVER DYNE‑251) | 52.5% | Safety/efficacy data; dose/regimen selection; AA regulatory strategy | Complete – 62.5% achievement | 32.8 pts |
| Preclinical/Discovery/Platform (FSHD, Pompe, FORCE) | 12.5% | DYNE‑302 FSHD data; Pompe candidate (DYNE‑401) | Complete – 15.0% achievement | 1.9 pts |
| Corporate & BD (capital strategy, org build, stakeholder) | 35.0% | Raised $773.1mm net; runway to 2H26; key hires | Complete – 27.5% achievement | 9.6 pts |
Total corporate score = 105% .
2024 Equity Awards (CEO)
| Grant Type | Grant Date | Shares/Units | Price | Vesting |
|---|---|---|---|---|
| New-hire stock option | 3/25/2024 | 679,853 | $26.06 | 25% at 1st anniversary; monthly over next 36 months . |
| Annual stock option | 12/4/2024 | 232,100 | $29.44 | Monthly over 4 years through 12/4/2028 . |
| Annual RSU | 12/4/2024 | 145,300 | — | Equal quarterly over 4 years; first on 3/4/2025 . |
Program design notes:
- Annual long-term mix 50% options / 50% RSUs (by grant-date value) for 2024 grants, to balance alignment and retention .
- Equity vests time-based; no PSUs disclosed for CEO in 2024 .
Pay vs Performance (context)
| Fiscal Year | CEO SCT Total ($) | CEO Compensation Actually Paid ($) | Company TSR (value of $100) | Peer TSR (NBI) |
|---|---|---|---|---|
| 2022 | — | — | 97 | 89 |
| 2023 | 5,974,491 (prior CEO) | 7,479,206 (prior CEO) | 112 | 92 |
| 2024 | 20,688,724 (Cox) | 17,011,433 (Cox) | 198.15 | 91.15 |
Guidance notes no single “company-selected measure”; equity-linked pay aligns CAP with TSR .
Equity Ownership & Alignment
| Measure | Amount | Detail |
|---|---|---|
| Beneficial Ownership (4/1/2025) | 236,161 shares (<1%) | Per security ownership table. |
| Options Exercisable (12/31/2024) | 0 | CEO start date in 2024; first vest in 2025 . |
| Options Unexercisable (12/31/2024) | 911,953 (679,853 + 232,100) | Strikes $26.06 and $29.44 . |
| RSUs Unvested (12/31/2024) | 145,300 | Quarterly vest over 4 years starting 3/4/2025 . |
| Anti‑hedging | In place; prohibits short sales, options/derivatives, collars, swaps, exchange funds . | |
| Ownership guidelines | None for executives; no formal executive ownership policy disclosed . | |
| Clawback | Dodd‑Frank compliant; applies to all current/former executive officers upon required restatement, no misconduct requirement . | |
| In‑the‑money status | As of 3/31/2025, new‑hire option strike $26.06 > $10.46, no intrinsic value . |
Vesting schedules may create periodic supply; the prevalence of time‑vested RSUs and options (vs. PSUs) emphasizes retention and stock price alignment over formulaic multi‑year performance shares .
Employment Terms
- Employment is at will; offer letter set initial salary and target bonus and provided inducement option .
- 2025 comp settings: base $721,000; target bonus 60% .
Severance and Change-in-Control Economics (plan-based)
| Scenario (as of 12/31/2024) | Cash Severance | COBRA | Equity Acceleration | Notes |
|---|---|---|---|---|
| Termination without cause / Good Reason (outside CIC window) | 12 months base (CEO) | Up to 12 months | Additional vesting equal to what would vest by 1st anniversary of termination | Double‑trigger not required outside CIC. |
| Termination w/in 12 months after CIC (double‑trigger) | 18 months base + 150% target bonus (CEO) | Up to 18 months | Full acceleration of all equity | Double‑trigger required. |
Illustrative disclosed amounts for Mr. Cox (assumed event on 12/31/2024; stock $23.56):
| Trigger | Severance ($) | COBRA ($) | Market Value of Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Non‑CIC termination | 700,000 | 22,440 | 855,793 | 1,578,233 |
| CIC double‑trigger | 1,680,000 | 33,660 | 3,423,268 | 5,136,928 |
Other protections:
- Non‑compete and non‑solicit for one year post‑termination; invention/NDAs in place .
- No excise tax gross‑ups; no option repricing; no SERP; double‑trigger vesting standard .
Board Governance
- Director status: Class I; term expiring at 2027 annual meeting (elected at 2024 meeting) .
- Independence: Board determined all directors except the CEO were independent; CEO is non‑independent .
- Leadership: Independent Chair (Jason Rhodes); CEO/Chair roles separated .
- Committees: CEO not listed on standing committees; Audit (Lubner, chair; Kersten; Stehman‑Breen), Compensation (Kersten, chair; Hurwitz), Nominating/Gov (Rhodes, chair; Lubner), R&D (Incerti; Stehman‑Breen) .
- Attendance: Board met 10 times in 2024; each director attended ≥75% of board and committee meetings .
- Executive sessions: Independent directors meet at least twice annually .
- Director compensation: CEO receives no additional pay for director service .
Director Compensation (context for dual role)
| Item | 2024 Director Compensation Policy |
|---|---|
| Cash retainers | Board $40k; committee member fees $4k–$7.5k; chair premiums $4k–$7.5k; Chair of Board +$30k . |
| Equity | Initial 50,267 options; annual 25,133 options; 10‑yr term; fair‑market strike; service‑based vesting . |
| 2025 update | Higher cash retainers; equity sized by fair value ($800k initial/$400k annual) with share caps and same vesting . |
| CEO as director | No incremental compensation . |
Compensation Structure Analysis
- Shift to larger‑cap peer benchmarking in Aug 2024 following strong stock performance; updated peer set includes higher‑cap clinical/commercial biotechs (e.g., Cytokinetics, Denali, CRISPR, BridgeBio, Beam, Immunovant) .
- Base salaries generally targeted at 50th–60th percentile of peers; same orientation for bonus targets .
- Annual cash incentives tied to multi‑factor operational metrics (clinical, regulatory, platform, capital strategy) with disclosed weightings; 2024 payout at 105% .
- Long‑term incentives balanced between options and RSUs; no repricing; double‑trigger CIC vesting; clawback policy in place .
Say‑on‑Pay & Shareholder Engagement
- 2025 proxy includes an advisory Say‑on‑Pay vote and an advisory frequency vote (Board recommends annual) .
- Executive comp discussion emphasizes equity‑heavy, performance‑aligned structure; Compensia engaged as independent consultant; no conflicts found .
Investment Implications
- Alignment: CEO’s package is predominantly equity with sizable time‑based options (currently out‑of‑the‑money) and RSUs; this aligns incentives with TSR and reduces near‑term cash burn, but RSU vesting creates potential periodic supply as units settle .
- Retention/Change‑in‑Control: Robust double‑trigger CIC (18 months base + 150% target bonus + full acceleration) offers retention through potential strategic outcomes; outside CIC, partial one‑year look‑forward vesting supports orderly transition .
- Governance quality: Separation of Chair/CEO, independent committee structures, anti‑hedging, and a clawback mitigate governance risk; absence of ownership guidelines is a minor misalignment relative to some peers .
- Pay‑for‑performance: 2024 bonus tied to clinical and financing milestones; CAP tracks TSR outperformance vs the biotech index, indicating the equity‑driven design is functioning as intended .