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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
VIRIDIAN THERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
221 Crescent Street, Suite 401, Waltham, Massachusetts 02453
NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE17, 2024
To the Stockholders of Viridian:
Viridian Therapeutics, Inc. (the “Company”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Monday, June17, 2024, at 3:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting conducted exclusively online via live audio webcast at www.virtualshareholdermeeting.com/VRDN2024 . The Annual Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):
| (1) |
To elect the two ClassIII director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
| (2) |
To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December31, 2024; |
| (3) |
To approve, on an advisory basis, the compensation of the Company’s named executive officers; |
| (4) |
To approve a further amendment and restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan, including an increase by 2,000,000 of the shares available for issuance thereunder; and |
| (5) |
To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Board of Directors has fixed April23, 2024, as the record date. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Instructions for accessing the virtual Annual Meeting are provided in the Proxy Statement. Unless otherwise announced differently at the meeting or on the meeting website, in the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 4:00 p.m. Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at investors.viridiantherapeutics.com/.
| By Order of the Board of Directors, |
| /s/ Stephen Mahoney |
| Stephen Mahoney |
|
President and Chief Executive Officer |
Waltham, Massachusetts
April 26, 2024
Whether or not you expect to participate in the virtual Annual Meeting, please vote as promptly as
possible in order to ensure your representation at the Annual Meeting. You may vote online or, if you
requested printed copies of the proxy materials, by telephone or by using the proxy card or voting
instruction form provided with the printed proxy materials.
TABLE OF CONTENTS
| Page | ||||
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS |
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| VALIGN="bottom"> | VALIGN="bottom" ALIGN="right"> 53 | VALIGN="bottom"> | ||
|
APPENDIX A — VIRIDIAN THERAPEUTICS, INC. AMENDED
RESTATED 2016 EQUITY
| VALIGN="bottom"> | VALIGN="bottom" ALIGN="right"> A-1 | VALIGN="bottom"> | |
221 Crescent Street, Suite 401, Waltham, Massachusetts 02453
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
What Is the Purpose of These Proxy Materials?
We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Viridian Therapeutics, Inc. (“we,” “us,” “our,” “Viridian” or the “Company”) for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on June17, 2024 at 3:00 p.m. Eastern Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The proxy materials are first being made available to our stockholders on or about April26, 2024.
Why Did I Receive a Notice of Internet Availability?
Pursuant to U.S. Securities and Exchange Commission (“SEC”) rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”), you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.
Why Are We Holding a Virtual Annual Meeting?
We have adopted a virtual meeting format for the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this expands stockholder access, improves communications and lowers our costs while reducing the environmental impact of the meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.
Who Can Vote?
Only common stockholders of record at the close of business on April23, 2024 (the “Record Date”) are entitled to notice of the Annual Meeting and to vote on the proposals described in this Proxy Statement. At the close of business on the Record Date, 63,822,468 shares of our common stock were issued and outstanding. Shares of preferred stock are not entitled to vote at the Annual Meeting. Unless otherwise specified, references in this Proxy Statement to “shares” are references to shares of our common stock.
What Is the Difference between Holding Shares as a Registered Stockholder and as a Beneficial Owner?
Registered Stockholder: Shares Registered in Your Name
If your shares of common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered to be, with respect to those shares of common stock, the registered stockholder, and these proxy materials are being sent directly to you by us.
1
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If your shares of common stock are held by a broker, fiduciary or custodian, you are considered the beneficial owner of shares of common stock held in “street name,” and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.
How Can I Participate in the Virtual Annual Meeting?
Stockholders of record as of the close of business on the Record Date are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/VRDN2024 , enter the 16-digit control number found on your proxy card or Notice, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice indicates that you may vote those shares through www.proxyvote.com , then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.
We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the Annual Meeting rules of conduct. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
The meeting webcast will begin promptly at 3:00 p.m. Eastern Time. Online check-in will begin approximately 15 minutes before then, and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the number listed on the meeting website for technical support. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting at the meeting website.
What Am I Voting on?
The proposals to be voted on at the Annual Meeting are as follows:
| (1) |
Election of the two ClassIII director nominees to serve until the 2027 Annual Meeting of Stockholders (“Proposal 1”); |
| (2) |
Ratification of the selection of KPMG LLP as the Company’s independent auditor for 2024 (“Proposal2”); |
| (3) |
Advisory approval of the compensation of the Company’s named executive officers (“Proposal 3”); and |
| (4) |
Approval of a further amendment and restatement of the Company’s Amended and Restated 2016 Equity Incentive Plan, including an increase by 2,000,000 of the shares available for issuance thereunder (“Proposal 4”). |
How Does the Board Recommend That I Vote?
The Board recommends that you vote your shares “FOR” each of the director nominees in Proposal1 and “FOR” Proposals 2, 3 and 4.
What If Another Matter Is Properly Brought before the Annual Meeting?
As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.
2
How Many Votes Do I Have?
Each share of common stock is entitled to one vote on each proposal to be voted on at the Annual Meeting.
What Does It Mean If I Receive More Than One Set of Proxy Materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your shares are voted.
How Do I Vote?
Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Annual Meeting.
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com ) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone (at 800-690-6903).
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you may vote your shares online during the virtual Annual Meeting (see “How Can I Participate in the Virtual Annual Meeting?” above) or you may direct your broker, fiduciary or custodian how to vote in advance of the Annual Meeting by following the instructions they provide.
What Happens If I Do Not Vote?
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder and do not vote in one of the ways described above, your shares will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “non-routine” proposals, which we refer to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your shares on all proposals to ensure that your vote is counted.
3
What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?
Registered Stockholder: Shares Registered in Your Name
The shares represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “non-routine” proposals, resulting in a broker non-vote with respect to such proposals.
Can I Change My Vote after I Submit My Proxy?
Registered Stockholder: Shares Registered in Your Name
If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:
| (1) |
You may complete and submit a new proxy card, but it must bear a later date than the original proxy card; |
| (2) |
You may submit new proxy instructions via telephone or the Internet; |
| (3) |
You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at the address set forth on the first page of this Proxy Statement; or |
| (4) |
You may vote by attending the Annual Meeting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy. |
Your last submitted vote is the one that will be counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote.
What is the Quorum Requirement?
The holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, to constitute a quorum. A quorum is required to transact business at the Annual Meeting.
Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Annual Meeting virtually and vote. Abstentions and broker non-votes, if any, will be counted toward the quorum requirement. If there is no quorum, the meeting chair or the holders of a majority of shares of common stock virtually present at the Annual Meeting, either personally or by proxy, may adjourn the Annual Meeting to another time or date.
How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?
Votes will be counted by Broadridge Financial Solutions, the Inspector of Elections appointed for the Annual Meeting.
4
Proposal 1: Election of Directors
A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast “FOR” his or her election. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes, if any, and votes that are withheld will not be counted as votes cast on the matter and will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.
Proposal 2: Ratification of Independent Auditor Selection
The affirmative vote of the majority of the votes cast on the matter is required for the ratification of the selection of KPMG LLP as our independent auditor. Abstentions and broker non-votes, if any, will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.
Proposal 3: Advisory Approval of Executive Compensation
The affirmative vote of the majority of the votes cast on the matter is required for the advisory approval of executive compensation. Abstentions and broker non-votes, if any, will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.
Proposal 4: Approval of an Amendment and Restatement of the Amended and Restated 2016 Equity Incentive Plan
The affirmative vote of the majority of the votes cast on the matter is required for the approval of the amendment and restatement of the Amended and Restated 2016 Equity Incentive Plan. Abstentions and broker non-votes, if any, will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.
Who Is Paying for This Proxy Solicitation?
We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.”
Innisfree MA Incorporated (“Innisfree”) has been retained to assist us in soliciting proxies for a fee of up to $50,000, plus distribution costs and other expenses. Our employees, officers and directors may solicit proxies in person or via telephone or the Internet. We will not pay additional compensation for any of these services.
How Can I Find Out the Voting Results?
We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
Who can I call if I have questions?
If you are a Viridian stockholder and if you have questions about this proxy statement or the procedures for voting your shares, you should contact our proxy solicitor, Innisfree, at the following telephone number: 877-750-0831 (toll-free from the United States and Canada), or +1 (412) 232-3651 (from other countries). Banks and brokers may call collect: (212) 750-5833.
5
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with our Fourth Amended and Restated Bylaws (the “Bylaws”), the Board has fixed the number of directors constituting the Board at six. At the Annual Meeting, the stockholders will vote to elect the two ClassIII director nominees named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our Board has nominated Stephen Mahoney and Arlene M. Morris for election to our Board. Mr.Mahoney was appointed to the Board in October 2023. Ms.Morris was most recently elected by stockholders at the 2021 Annual Meeting of Stockholders.
Our director nominees have indicated that they are willing and able to serve as our directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the class and Board.
Board Recommendation
The Board recommends a vote “ FOR ” each of the director nominees set forth above.
6
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Chief Executive Officer Transitions
In February2023, Dr.Jonathan Violin stepped down from his role as our President, Chief Executive Officer and member of the Board. Scott Myers was appointed by the Board to succeed Dr.Violin, and in connection with the foregoing, was also appointed to serve as a ClassIII director.
Effective October 2023, Mr.Myers ceased serving as our President and Chief Executive Officer and resigned as a member of the Board. Stephen Mahoney was appointed by the Board to succeed Mr.Myers, and in connection with the foregoing, was also appointed to serve as a ClassIII director.
Information Regarding Director Nominees and Continuing Directors
Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two ClassI directors, whose term expires at the 2025 Annual Meeting of Stockholders, two ClassII directors, whose term expires at the 2026 Annual Meeting of Stockholders and two ClassIII directors, who are up for election at this meeting for a term expiring at the 2027 Annual Meeting of Stockholders.
The following is a brief biography of each director nominee and continuing director and a discussion of the specific experiences, qualifications, attributes or skills of each director nominee and continuing director that led the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) to recommend that person as a director of our Board.
Our Nominating Committee seeks to assemble a board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, our Nominating Committee has identified and evaluated the nominees in the broader context of the overall composition of our Board with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that our Nominating Committee views as critical to the effective functioning of our Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experiences, qualifications, attributes or skills of the nominees that led our Nominating Committee to believe that the nominees should continue to serve on our Board. However, each of the members of our Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for our Board, and these views may differ from the views of other members.
The following table lists the names and ages of each director nominee and continuing director of the Board:
|
Name |
Class |
Age
(asofApril26,2024) |
Position |
|||
|
Stephen Mahoney |
ALIGN="center">ClassIII | ALIGN="center">53 | President,ChiefExecutiveOfficerandDirector | |||
|
Dr.Sarah Gheuens(1) |
ALIGN="center">ClassI | ALIGN="center">45 | Independent Director | |||
|
Peter Harwin(1)(2)(3) |
ALIGN="center">ClassI | ALIGN="center">38 | Independent Director | |||
|
Tomas Kiselak(1)(3)(4) |
ALIGN="center">ClassII | ALIGN="center">37 | Independent Chairman of the Board | |||
|
Arlene M. Morris(2)(3)(4) |
ALIGN="center">ClassIII | ALIGN="center">72 | Independent Director | |||
|
Jennifer K. Moses(2)(4) |
ALIGN="center">ClassII | ALIGN="center">49 | Independent Director |
| (1) |
Member of the Science and Technology Committee (the “Science Committee”) |
| (2) |
Member of the Audit Committee |
| (3) |
Member of the Nominating Committee |
| (4) |
Member of the Compensation Committee |
7
ClassI Directors Continuing in Office
Dr. Sarah Gheuens. Dr.Gheuens has served as a member of our Board since September 2023. Dr.Gheuens has served as Chief Medical Officer of Agios Pharmaceuticals, Inc. (Nasdaq: AGIO) (“Agios”), a pharmaceutical company, since September 2021 and as its Head of Research and Development since July 2022. Previously, she served as Agios’ Head of Clinical Development from December 2019 to September 2021. Prior to joining Agios, Dr.Gheuens worked at Biogen Inc. (Nasdaq: BIIB) (“Biogen”), a multinational biotechnology company, from October 2012 to December 2019, where she held roles of increasing responsibility in safety, medical affairs and clinical development, including most recently as Executive Medical Director, Head of Medical Safety, Late Stage Clinical Development. Prior to joining Biogen, Dr.Gheuens served as a physician at Beth Israel Deaconess Medical Center (“BIDMC”), a hospital, from November 2008 to September 2012. Dr.Gheuens received her M.D. from the Free University of Brussels (VUB), Belgium, and completed her neurology residency at the University Hospital of the Free University of Brussels (VUB), Belgium, followed by an HIV/neurology fellowship at BIDMC. She also received a Ph.D. in Medical Sciences from the University of Antwerp, Belgium and a Master’s in Medical Sciences from Harvard Medical School.
We believe Dr.Gheuens is qualified to serve on our Board because of her extensive experience within the biopharmaceutical industry, including in the research and development of drugs, and as a physician.
Peter Harwin. Mr.Harwin has served as a member of our Board since October 2020. Mr.Harwin is a Managing Member at Fairmount Funds Management LLC (“Fairmount”), a healthcare investment firm he co-founded in April 2016.
Prior to Fairmount, Mr.Harwin was a member of the investment team at Boxer Capital, LLC, an investment fund part of the Tavistock Group, based in San Diego. Mr.Harwin also serves as Chairman of the board of directors of Cogent Biosciences, Inc. (Nasdaq: COGT), a biopharmaceutical company, and as a member of the boards of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE) and Spyre Therapeutics, Inc. (Nasdaq: SYRE), both biotechnology companies. He also serves of the board of Paragon Therapeutics, Inc., a private biotechnology company. He received a B.B.A. from Emory University.
We believe Mr.Harwin is qualified to serve on our Board because of his experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of life sciences.
ClassII Directors Continuing in Office
Tomas Kiselak. Mr.Kiselak has served as Chairman since June 2021 and a member of our Board since October 2020. Mr.Kiselak is a Managing Member at Fairmount, which he co-founded in April 2016. Prior to Fairmount, Mr.Kiselak was a managing director at RA Capital Management, LLC, a healthcare and life science investment firm. Mr.Kiselak also serves as a member of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE), and Dianthus Therapeutics, Inc. (Nasdaq: DNTH), all biotechnology companies, and several private companies. He received his bachelor’s degree in Neuroscience and Economics from Amherst College.
We believe Mr.Kiselak is qualified to serve on our Board because of his experience advising biotechnology companies and as a manager of funds specializing in the area of life sciences.
Jennifer K. Moses. Ms.Moses has served as a member of our Board since July 2021. Ms.Moses has served as Chief Financial Officer of Investors Management Corporation (“IMC”), a private holding company of businesses across varied industries since April 2023. Prior to joining IMC, Ms.Moses served as the Chief Financial Officer of G1 Therapeutics, Inc. (Nasdaq: GTHX) (“G1”), a biopharmaceutical company, from May 2019 through April 2023, and she previously served as its Vice President of Finance and Accounting from March 2015 to May 2019. Prior to joining G1, Ms.Moses was a Partner at Rankin McKenzie, LLC (“Rankin McKenzie”), a financial
8
consulting company, from October 2007 to February 2015, where she served as Acting Chief Financial Officer and Controller for venture-backed companies. Prior to joining Rankin McKenzie, Ms.Moses held roles of increasing responsibility at Deloitte Touche LLP, a professional services company, including providing tax services to clients and later focusing on strategic planning and internal communications in the Office of the Chief Executive Officer of Deloitte Tax LLP. Ms.Moses received a B.S. in Accounting from the Pennsylvania State University and is a C.P.A.
We believe Ms.Moses is qualified to serve on our Board because of her financial expertise and experience within the biopharmaceutical industry.
ClassIII Director Nominees
Stephen Mahoney. Mr.Mahoney has served as our President and Chief Executive Officer and a member of our Board since October 2023. Prior to joining Viridian, Mr.Mahoney served as Chief Financial and Operating Officer of Magenta Therapeutics, Inc. (“Magenta”) (which later became Dianthus Therapeutics, Inc. (Nasdaq: DNTH)), a biotechnology company, from November 2020 to September 2023, where he was responsible for overseeing the financial and operational aspects of Magenta, and where he was also named President in February 2023 in connection with Magenta’s restructuring plan. Mr.Mahoney has more than 20 years of global biotechnology sector industry experience.
Prior to joining Magenta, Mr.Mahoney served as President and Chief Operating Officer of Kiniksa Pharmaceuticals, Ltd. (Nasdaq: KNSA) (“Kiniksa”), a biopharmaceutical company, from August 2015 to November 2019, where he was responsible for overseeing the operational aspects of Kiniksa, including advancement of its existing programs, and as a senior advisor from November 2019 through December 2019. Prior to joining Kiniksa, Mr.Mahoney served as Chief Commercial Officer, among other executive positions of increasing responsibility, at Synageva BioPharma Corp. (“Synageva”). Prior to joining Synageva, he was Regional Director, Legal – Asia Pacific Region for Genzyme Corporation, following other roles in the organization. Mr.Mahoney holds an M.B.A. from the Boston College Carroll School of Management, a J.D. from Boston College Law School and a B.A. from Colorado College. He also serves on the board of directors of Vesselson, Inc., a private company.
We believe that Mr.Mahoney is qualified to serve on our Board because of his unique perspective given his role as our Chief Executive Officer, his more than 20 years of global biotechnology sector industry experience and his executive leadership roles at numerous biopharmaceutical companies.
Arlene M. Morris. Ms.Morris has served as a member of our Board since January 2018. Ms.Morris has served as Chief Executive Officer at Willow Advisors, LLC, a consultancy advising biotech companies on financing, strategy and business development, since May 2015. From April 2012 until May 2015, Ms.Morris served as the Chief Executive Officer of Syndax Pharmaceuticals, Inc., a then privately-held oncology company focused on the development and commercialization of therapies for treatment-resistant cancers. She also served as a member of the Syndax Pharmaceuticals board of directors from 2011 to 2015. From 2003 to 2011, Ms.Morris served as President, Chief Executive Officer and a member of the board of directors of Affymax, Inc., a biotechnology company. Ms.Morris also held various management and executive positions at Clearview Projects, Inc., a corporate advisory firm; Coulter Pharmaceutical, Inc., a pharmaceutical company; Scios Inc., a biopharmaceutical company; and Johnson Johnson (NYSE: JNJ), a healthcare company. She is currently a member of the board of directors of TC BioPharma (Holdings) plc (Nasdaq: TCBP), a gamma delta cell therapy company, where she serves as Chair of the board of directors; Palatin Technologies, Inc. (NYSE: PTN), a biopharmaceutical company; and Cogent Biosciences, Inc. (Nasdaq: COGT), a biopharmaceutical company. She was a director of Biodel Inc., a specialty pharmaceutical company, from 2015 until its merger in 2016, Dimension Therapeutics, a gene therapy company, until it was acquired by Ultragenyx in 2017, and Viveve Medical, Inc., a medical device company, from May 2016 until February 2023. She is currently a director of the Charleston Animal Society. Ms.Morris received a B.A. in Biology and Chemistry from Carlow University.
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We believe Ms.Morris is qualified to serve on our Board because of her relevant industry experience and breadth of expertise from past and continued service on the boards of directors of publicly-traded biotechnology companies, which enable her to contribute important strategic insight to the Board.
Executive Officers
Biographical and other information regarding our executive officers is set forth below. There are no family relationships among any of our directors or executive officers.
|
Name |
Age
(asofApril26,2024) |
Position(s) |
||
|
Stephen Mahoney(1) |
ALIGN="center">53 | President, Chief Executive Officer, and Director (Principal Executive Officer) | ||
|
Thomas Beetham |
ALIGN="center">54 | Chief Operating Officer | ||
|
Dr.Thomas Ciulla |
ALIGN="center">60 | Chief Medical Officer | ||
|
Seth Harmon |
ALIGN="center">44 | Senior Vice President of Finance and Accounting (Principal Financial Officer and Principal Accounting Officer) | ||
|
Jennifer Tousignant |
ALIGN="center">52 | Chief Legal Officer |
| (1) |
For Mr.Mahoney’s biographical information, see “Information Regarding Director Nominees and Continuing Directors” above. |
Thomas Beetham. Mr.Beetham has served as our Chief Operating Officer since October 2023. Prior to joining Viridian, Mr.Beetham served as Chief Legal Officer and Secretary of Magenta Therapeutics, Inc. (which later became Dianthus Therapeutics, Inc. (Nasdaq: DNTH)), a biotechnology company, from June 2021 to September 2023, where he was responsible for overseeing the legal and compliance functions. Mr.Beetham has more than 20 years of experience in legal, business development, operations and strategy across the biotechnology and pharmaceutical industries. Prior to joining Magenta, Mr.Beetham served as Executive Vice President, Corporate Development and Operations, Chief Legal Officer and Secretary of Kiniksa Pharmaceuticals, Ltd. (Nasdaq: KNSA), a biopharmaceutical company, from November 2019 to June 2021, during which time he oversaw several functions including legal, strategy, business development, technical operations, medical affairs, quality, compliance and human resources.
Previously, Mr.Beetham served as Kiniksa’s Executive Vice President, Corporate Development, Chief Legal Officer and Secretary from December 2015 to November 2019, and before that as Senior Vice President in the same roles from Kiniksa’s formation in July 2015 to December 2015. Prior to joining Kiniksa, Mr.Beetham held various roles at Synageva BioPharma Corp. from October 2013 to June 2015, including serving as the Chief Legal Officer and Senior Vice President of Corporate Development. Prior to joining Synageva, Mr.Beetham served as General Legal Counsel of New England Biolabs, Inc. Prior to joining New England Biolabs, Inc., Mr.Beetham held various roles at Genzyme Corporation, including as the lead corporate attorney responsible for the company’s hematology/oncology and multiple sclerosis products, and before that he was a business and transactional attorney with the law firm of Palmer Dodge, LLP. Mr.Beetham holds an M.B.A. from the Boston College Carroll School of Management, a J.D. from Boston College Law School and a B.A. from the University of Rochester.
Dr. Thomas Ciulla. Dr.Ciulla has served as our Chief Medical Officer since January 2024, and before that he served as our Chief Development Officer from February 2023 to January 2024. Previously Dr.Ciulla served as Chief Medical Officer and Chief Development Officer at Clearside Bio (Nasdaq: CLSD) (“Clearside”), a pharmaceutical company, from October 2018 to February 2023, where he guided preclinical and clinical development, supported a New Drug Application to the first U.S. Food and Drug Administration (“FDA”) approval of a suprachoroidal therapy, led an Investigational New Drug submission with development of a new clinical program and successful Phase 1/2 trial and oversaw medical and professional affairs. Prior to Clearside,
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Dr.Ciulla served in a Vice President role as Medical Strategy Lead-Ophthalmology at Spark Therapeutics, Inc., a biotechnology company, from August 2017 to October 2018, where he defined and led medical strategy to support development and commercialization of the first FDA-approved gene therapy for a genetic disease. He previously served as Vice President, Clinical Strategy at Ophthotech Corporation (now Iveric Bio, Inc.) from January 2016 to August 2017.
Before launching his executive management career, Dr.Ciulla co-directed the retina service and ocular angiogenesis research lab at Indiana University School of Medicine, a U.S. medical school. He remains a volunteer Clinical Professor at the university and is a Fellow of the American Society of Retina Specialists and is a member of the American Society of Gene and Cell Therapy, Association for Research in Vision and Ophthalmology, Macula Society, Retina Society and the American Academy of Ophthalmology. Dr.Ciulla has held numerous leadership roles in clinical research, including as principal investigator, medical monitor, and a member of scientific advisory, data safety monitoring or writing committees in more than 100 national clinical trials. He has served on journal editorial boards, edited several textbooks, presented at more than 200 conferences, and co-authored more than 300 publications. Dr.Ciulla graduated from Harvard College and UCSF School of Medicine, followed by an internship and residency at Harvard Medical School and a fellowship at Tufts Medical School. He also earned an M.B.A. from Indiana University’s Kelley School of Business, specializing in the business of medicine.
Seth Harmon. Mr.Harmon has served as our Senior Vice President of Finance and Accounting since May 2023, and he was appointed as our Principal Financial and Principal Accounting Officer in September 2023. Mr.Harmon has more than 20 years of strategic finance, accounting, and operations experience in the biopharmaceutical industry. Prior to joining Viridian, Mr.Harmon served as the CFO of BioNTech US, a subsidiary of BioNTech SE (Nasdaq: BNTX), from May 2020 to May 2023, where he oversaw general and administrative functions and served as a member of the BioNTech US management team supporting the growth of the organization from 56 to more than 500 employees. Prior to that, he served as Vice President of Finance at Neon Therapeutics, Inc., a biotechnology company, from April 2017 to May 2020, where he contributed to the company’s successful $100million initial public offering and subsequently oversaw the financial aspects of the company’s restructure and strategic sale to BioNTech SE. Prior to Neon Therapeutics, Seth held several positions with increasing levels of responsibility at Merrimack Pharmaceuticals, Inc. (Nasdaq: MACK), a biotechnology company, from July 2014 to April 2017, where he participated in the successful launch of company’s first commercial product and the subsequent sale of this asset to Ipsen. Seth holds a B.A. in Economics and Mathematics from Bowdoin College, a M.S. in Accounting and M.B.A. from Northeastern University and obtained his C.P.A. license while working at Ernst and Young, LLP.
Jennifer Tousignant. Ms.Tousignant has served as our Chief Legal Officer since February 2024. Prior to joining Viridian, Jennifer served as Senior Vice President of Legal for Sana Biotechnology, Inc. (Nasdaq: SANA) (“Sana”), a biotechnology company, from October 2020 to February 2024, where she led a team responsible for legal support for strategic transactions, business development, intellectual property, litigation, quality, regulatory, research and development, investor relations and general contracting, as well as being involved in corporate governance and financings. Prior to Sana, she worked at Xilio Therapeutics, Inc. (Nasdaq: XLO) (“Xilio”), a biotechnology company, from October 2019 to October 2020 where she was the Head of Legal and responsible for all legal and compliance matters. Prior to Xilio, Ms.Tousignant was Chief IP Counsel at TESARO, Inc. (“TESARO”), a biotechnology company, from April 2016 to October 2019, where she built and led the intellectual property function and was a key member of the global launch teams for several products. Additionally, she played key legal role in TESARO’s transactional work, financings, and in its acquisition by GlaxoSmithKline plc. Ms.Tousignant received her J.D. from Suffolk University School of Law, magna cum laude, and her B.A. in Chemistry with Honors from the University of Virginia.
Corporate Governance
Our business affairs are managed under the direction of our Board. Our Board has adopted a set of Corporate Governance Guidelines as a framework for the governance of the Company, which is posted on our website located at investors.viridiantherapeutics.com , under “Corporate Governance.”
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Director Independence
Nasdaq listing rules require a majority of a listed company’s board of directors to be comprised of independent directors who, in the opinion of the board of directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Subject to specified exceptions, each member of a listed company’s audit, compensation and nominating committees must be independent, and audit and compensation committee members must satisfy additional independence criteria under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our Board undertook a review of its composition and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of our current directors listed under “Information Regarding Director Nominees and Continuing Directors,” with the exception of Mr.Mahoney, is an “independent director” as defined under the Nasdaq listing rules. Mr.Mahoney is deemed not to be independent under the Nasdaq listing rules by virtue of his employment with the Company. Each of our former Presidents and Chief Executive Officers, Mr.Myers and Dr.Violin, was deemed not to be independent under the Nasdaq listing rules during the period he served on the Board by virtue of his employment with the Company. In making such determinations, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director. Our Board also determined that each of the directors currently serving on the Audit Committee and the Compensation Committee satisfy the additional independence criteria applicable to directors on such committees under Nasdaq listing rules and the rules and regulations established by the SEC.
Board Leadership Structure
Mr.Kiselak has served as the independent Chairman of our Board since June 2021. As the independent Chairman, Mr.Kiselak has the authority, among other things, to call and preside over our Board meetings, including meetings of the independent directors, to set meeting agendas and to determine materials to be distributed to our Board. Accordingly, our Board Chairman has substantial ability to shape the work of our Board. We believe that separation of the positions of Board Chairman and Chief Executive Officer reinforces the independence of our Board in its oversight of the business and affairs of the Company. In addition, we believe that having an independent Board Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. As a result, we believe that having an independent Board Chairman can enhance the effectiveness of our Board as a whole.
The independent directors have the opportunity to meet in executive sessions without management present at every regular Board meeting and at such other times as may be determined by the Chairman. The purpose of these executive sessions is to encourage and enhance communication among the independent directors.
The Board believes that its programs for overseeing risk, as described under “Role of the Board in Risk Oversight,” would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.
Role of the Board in Risk Oversight
One of our Board’s key functions is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit
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Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements and risks related to information technology and cybersecurity, in addition to oversight of the performance of our internal audit function. Our Nominating Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Typically, the entire Board meets with our Chief Legal Officer, our executive officer responsible for our risk management, at least annually, and the applicable Board committees meet at least annually with the employees responsible for risk management in the committees’ respective areas of oversight. Both our Board as a whole and the various standing committees receive periodic reports from our Chief Legal Officer, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to our Board as quickly as possible.
Meetings of the Board
The Board met eight times during the year ended December31, 2023. During 2023, each then-current member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee, with the exception of Dr.Violin, who is no longer on our Board. It is our policy to encourage our directors and any nominees for director to attend the Annual Meeting of Stockholders. All of our then-serving directors attended the 2023 Annual Meeting of Stockholders.
Board Committees
Our Board has a separately designated Audit Committee, Compensation Committee, Nominating Committee and Science Committee. Below is a description of each committee of our Board.
Each of the committees has the authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. Our Board has determined that each member of each committee meets the applicable Nasdaq listing rules and the rules and regulations established by the SEC regarding “independence,” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.
Audit Committee
Our Audit Committee is currently composed of three directors: Ms.Moses, who serves as chairperson, Mr.Harwin and Ms.Morris. Our Audit Committee met four times during the fiscal year ended December31, 2023. Our Board has adopted a written Audit Committee charter that is available on the Company’s website at www.viridiantherapeutics.com .
Our Audit Committee was established to oversee our corporate accounting and financial reporting processes and audits of our financial statements. For this purpose, our Audit Committee performs several functions. Our Audit Committee evaluates the performance of and assesses the qualifications of the independent auditors; determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves the retention of the independent auditors to perform any proposed permissible non-audit services; reviews and approves or rejects transactions between the Company and any related persons; confers with management and the independent auditors regarding the effectiveness of internal control over financial reporting; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential and anonymous
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submission by employees of concerns regarding accounting or auditing matters; and meets to review our annual audited financial statements and quarterly financial statements with management and the independent auditor, including a review of our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual reports on Form 10-K and quarterly reports on Form 10-Q.
Our Board reviews the Nasdaq listing standards definition of independence for Audit Committee members on an annual basis and has determined that all members of our Audit Committee are independent (as independence is currently defined in the Nasdaq listing standards). Our Board has also determined that Ms.Moses qualifies as an “audit committee financial expert,” as defined in the applicable SEC rules.
Audit Committee Report
Our Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ended December31, 2023 with our management and our independent registered public accounting firm. Our Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. Our Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our Audit Committee concerning independence and has discussed with our independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, our Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December31, 2023 for filing with the SEC.
This report is provided by the following directors, who serve on the Audit Committee:
Jennifer K. Moses (Chair)
Peter Harwin
Arlene M. Morris
Compensation Committee
Our Compensation Committee is currently composed of three directors: Ms.Morris, who serves as chairperson, Mr.Kiselak and Ms.Moses. All members of our Compensation Committee are independent (as independence is currently defined in the Nasdaq listing standards). Our Compensation Committee met five times during the fiscal year ended December31, 2023. Our Board has adopted a written Compensation Committee charter that is available on the Company’s website at www.viridiantherapeutics.com .
Our Compensation Committee acts on behalf of our Board to review, adopt, or if it deems appropriate, make recommendations to be adopted by our Board, and oversee our compensation strategy, policies, plans and programs. This includes establishment of corporate and individual performance objectives relevant to the compensation of our executive officers, directors and other senior management; evaluation of performance in light of these stated objectives; review and approval of the compensation and other terms of employment or service, including severance and change-in-control arrangements, as applicable, of our Chief Executive Officer, the other executive officers and directors; and administration of our incentive compensation and equity-based compensation plans that are subject to Board approval.
Compensation Committee Processes and Procedures
Typically, our Compensation Committee meets as its members deem necessary or appropriate, but in no event less than annually, and with greater frequency if necessary. The agenda for each meeting is usually developed by the chairperson of our Compensation Committee in consultation with management. Our Compensation Committee meets regularly in executive sessions. However, from time to time, various members of management
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and other employees, as well as outside advisors or consultants, may be invited by our Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. Under the Compensation Committee’s charter, the Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of our Compensation Committee regarding his compensation or individual performance objectives. Additionally, under its charter, our Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from consultants, outside counsel and other advisers that our Compensation Committee considers necessary or appropriate in the performance of its duties. Our Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the committee. In particular, our Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under its charter, our Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to our Compensation Committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration the factors, prescribed by the SEC and Nasdaq, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.
After taking into consideration the independence factors prescribed by the SEC and Nasdaq described above, management recommended, and our Compensation Committee approved, the engagement of Radford, an Aon Hewitt company (“Radford”), as a compensation consultant because of its reputation and previous experience advising similarly situated companies. The Compensation Committee determined that the engagement of Radford does not raise any conflict of interest.
As part of its engagement, Radford develops a comparative group of companies and performs analyses of competitive performance and compensation levels among that group. Radford conducts individual interviews with certain members of senior management and certain members of the Compensation Committee to better understand the Company’s historical pay practices, executive pay philosophy and key business objectives that drive performance-based elements of the compensation program. Radford ultimately develops recommendations that are presented to the Compensation Committee for its consideration. These discussions and analyses are performed annually and were considered by the Compensation Committee in setting compensation for our executive officers.
Under its charter, our Compensation Committee may form, and delegate authority to, subcommittees as appropriate. The Compensation Committee has delegated authority to the Chief Executive Officer to grant equity awards to non-executive employees, with such awards not to exceed a specified share cap. The purpose of this delegation of authority is to enhance the flexibility of equity administration within the Company and to facilitate the timely grant of equity awards to certain new employees and promoted employees, within specified limits approved by our Compensation Committee. Our Chief Executive Officer is required to report to the Compensation Committee at each regular meeting the details of equity awards made pursuant to the foregoing delegated authority.
Historically, our Compensation Committee has made most of its changes to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first quarter of the year. However, our Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, our Compensation Committee’s process includes two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executive officers other than the Chief Executive Officer, our Compensation Committee oversees their evaluation and makes recommendations to the Board regarding their compensation, based on the recommendation of the Chief Executive Officer. In the case of our Chief Executive Officer, the evaluation of his performance is conducted by our Compensation Committee,
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based on which the Compensation Committee recommends to the Board any changes to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, our Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, Company stock performance data, analyses of historical executive compensation levels, current Company-wide compensation levels and recommendations of our Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
Nominating Committee
Our Nominating Committee is currently comprised of three directors: Mr.Harwin, who serves as chairperson, Mr.Kiselak and Ms.Morris. All members of our Nominating Committee are independent (as independence is currently defined in the Nasdaq listing standards). Our Nominating Committee met three times during the fiscal year ended December31, 2023. Our Board has adopted a written Nominating Committee charter that is available on the Company’s website at www.viridiantherapeutics.com .
Our Nominating Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by our Board), reviewing and evaluating incumbent directors, recommending to our Board the selection of candidates for election to our Board, making recommendations to our Board regarding the membership on the committees of our Board, assessing the performance of our Board and developing a set of corporate governance principles for the Company.
Science Committee
In March 2022, our Board established the Science Committee, which is currently comprised of three directors: Mr.Kiselak, who serves as chairperson, Mr.Harwin and Dr.Gheuens. All members of our Science Committee are independent (as independence is currently defined in the Nasdaq listing standards). Our Science Committee met eight times during the fiscal year ended December31, 2023. Our Board has adopted a written Science Committee charter that is available on the Company’s website at www.viridiantherapeutics.com .
Our Science Committee is primarily responsible for providing strategic advice and making recommendations to the Board regarding current and planned research programs, providing strategic advice to the Board regarding emerging science and technology issues, trends and risks, reviewing and evaluating the Company’s progress in achieving its long-term strategic research and development goals and objectives and reviewing the Company’s product and development pipeline and the competitiveness of the Company’s product portfolio and pipeline.
Director Nominations
Criteria for Board Membership
Our Nominating Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board. Our Nominating Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having the highest personal integrity and ethics. Our Nominating Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. However, our Nominating Committee retains the right to modify these qualifications from time to time. Candidates for director nomination are reviewed in the context of the current composition of our Board, the operating requirements and strategic direction of the Company and the long-term interests of our stockholders. In
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conducting this assessment, our Nominating Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of our Board and the Company, to maintain a balance of knowledge, experiences and capabilities.
In the case of incumbent directors whose terms of office are set to expire, our Nominating Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. Our Nominating Committee also takes into account the results of our Board’s annual self-evaluation. Our Nominating Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm to assist it in locating qualified candidates. Our Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates, after considering the function and needs of our Board, and assesses independence. Our Nominating Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our Board.
Stockholder Recommendations
Our Nominating Committee will consider director candidates recommended by stockholders. Our Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Any such recommendations should be submitted to the committee as described under “Stockholder Communications” and should include the same information required under our Bylaws for nominating a director, as described under “Stockholder Proposals and Director Nominations for Next Year’s Annual Meeting.”
Board Diversity
In addition to the factors discussed above, the Board and the Nominating Committee actively seek to achieve a diversity of occupational and personal backgrounds on the Board. The Nominating Committee considers a potential director candidate’s ability to contribute to the diversity of personal backgrounds on the Board, including with respect to gender, race, ethnic and national background, geography, age and sexual orientation. The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board. In this regard, our current Board of six directors includes three directors (50%) who self-identify as female.
In accordance with Nasdaq’s board diversity listing standards, we are disclosing aggregated statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as voluntarily confirmed to us by each of our directors.
