Gustav Christensen

About Gustav Christensen

Independent director (Class III) of Generation Bio since December 2017; age 77. Former CEO of Dyax Corp. and former Chairman of Morphic Holding; trained economist and MBA (M.Sc. Economics, University of Aarhus; MBA, Harvard Business School). Tenure on GBIO board: 8+ years, currently serving on the Audit Committee. Independence affirmed by the board in April 2025 (all directors except the CEO deemed independent) .

Past Roles

External Roles

No current public-company board roles disclosed beyond GBIO .

Board Governance

• Committee assignments: Audit Committee member (chair: Charles Rowland; members: Rowland, Christensen, Anthony Quinn) .
• Committee activity (FY2024): Audit 5 meetings; Talent 4; Nominating & Corporate Governance 2 .
• Independence: Board determined in April 2025 that all directors except CEO Geoff McDonough were independent (includes Christensen) .
• Attendance: Full board met 5 times in 2024; each director attended ≥75% of aggregate board and committee meetings; majority attended the 2024 annual meeting .
• Board leadership: Independent Chairman (Jason Rhodes), CEO separate; independent directors hold executive sessions at least twice per year .
• Compensation consultant: Compensia engaged; committee determined no conflicts of interest (FY2024) .
• Clawback policy: Adopted Oct 2, 2023; administers recovery of incentive-based comp after restatements per Dodd-Frank/Nasdaq rules .

Fixed Compensation (Director)

Director fee schedule (effective Apr 1, 2024): Board retainer $40,000; Audit member +$7,500; Talent member +$7,500; Nominating & Gov member +$4,000; Chair premiums additional $30,000 (Board), $7,500 (Audit/Talent), $4,000 (Nominating & Gov). Fees paid in arrears and prorated; reasonable travel expenses reimbursed .

Performance Compensation (Director)

• Structure: Director equity is time-based stock options; no PSUs/RSUs for directors; no performance metrics tied to director equity grants .
• Anti-hedging/pledging: Company Insider Trading Policy prohibits short sales, derivatives, and pledging/margin purchases; blackout periods apply .

Other Directorships & Interlocks

No disclosed related-party transactions involving Christensen. Company’s 2023 collaboration and equity sale to Moderna (now >5% holder) are governed by standard RPT policies overseen by the Audit Committee .

Expertise & Qualifications

• Domain: Extensive leadership in biopharma operations, commercialization, finance; prior CEO/Chair roles .
• Education: M.Sc. Economics (University of Aarhus), MBA (Harvard Business School) .
• Board qualification emphasis: Financial and business acumen; audit oversight contributor (Audit Committee member) .

Equity Ownership

No director stock ownership guideline disclosed for non-employee directors; executive officer ownership guidelines are not in place; director program is option-focused .

Governance Assessment

• Strengths:

  • Independent director with deep operating experience; active Audit Committee member .
  • Board-level governance processes: independent chair; executive sessions; clawback policy; anti-hedging/pledging policy; independent compensation consultant with no conflicts .
  • Attendance threshold met; committee cadence appropriate for company stage .
  • Shareholder support: 2025 say-on-pay approval “FOR” 38,082,392 vs “AGAINST” 359,912; abstentions 22,112; broker non-votes 12,171,798 .

• Watch items / potential red flags:

  • Increased director option grant values year-over-year (program raised annual equity); while aligning director interests, oversight should ensure equity remains performance-neutral without repricing (the 2020 Plan expressly prohibits repricing without shareholder approval) .
  • Nasdaq bid-price deficiency in 2025 and board proposal for reverse stock split (approved by stockholders) may signal financing/market risk; governance rationale is to preserve listing and investor access, but reverse splits can reduce liquidity and carry perception risk .
  • Significant holders (Atlas, Moderna) require ongoing RPT vigilance; Audit Committee policies and independence mitigate conflicts .

Company Votes (2025 Annual Meeting)

Board & Committee Activity (FY2024)

Overall, Christensen’s profile supports board effectiveness (audit oversight, independence, seasoned operator). Equity alignment is via options with clear prohibitions on repricing and hedging; committee governance and attendance are solid. The reverse split and bid-price compliance actions are prudent listing-preservation measures but warrant investor monitoring for dilution/liquidity impacts .