rna-20250429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

_________________________

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

Avidity Biosciences, 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):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2025 ANNUAL MEETING OF STOCKHOLDERS

June 10, 2025

AVIDITY BIOSCIENCES, INC.

10578 Science Center Drive, Suite 125, San Diego, California 92121

April 29, 2025

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Avidity Biosciences, Inc., a Delaware corporation (the “Company”) at 9:00 a.m. Pacific Time on Tuesday, June 10, 2025. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.

The Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section entitled “How Can I Attend the Annual Meeting of Stockholders?” of the Proxy Statement for more information about how to attend the virtual-only meeting.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received our Notice of Internet Availability of Proxy Materials, the instructions regarding how you can access your proxy materials and vote are contained in that notice. If you have received written proxy materials, the instructions regarding how you can access your proxy materials and vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy. If you hold your shares through a bank or broker, you will need a proxy from your bank or broker to vote your shares online at the Annual Meeting.

Thank you for your support.


Sincerely,


Sarah Boyce
President, Chief Executive Officer and Director San Diego, California

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Notice of Annual Meeting of Stockholders


To be Held Tuesday, June 10, 2025


AVIDITY BIOSCIENCES, INC. 10578 Science Center Drive, Suite 125, San Diego, California 92121

The Annual Meeting of Stockholders (the “Annual Meeting”) of Avidity Biosciences, Inc., a Delaware corporation (the “Company”), will be held at 9:00 a.m. Pacific Time on Tuesday, June 10, 2025. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting, and submit questions for consideration at the online meeting. To be admitted to the Annual Meeting’s live webcast, you must register at www.proxydocs.com/RNA as described in the proxy materials or your proxy card. As part of the registration process, you must enter the Control Number included in your Notice of Internet Availability of Proxy Materials, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. The Annual Meeting will be held for the following purposes:

1.To elect three directors to serve as Class II directors for a three-year term expiring at the 2028 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.To consider and vote upon, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission; and

4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment of the Annual Meeting.

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a Notice of Internet Availability of Proxy Materials with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability of Proxy Materials that is being sent to you.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Holders of record of our common stock as of the close of business on April 14, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting.

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It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares as soon as possible via the toll-free telephone number or over the Internet, as described in the enclosed proxy materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability of Proxy Materials.


By Order of the Board of Directors,





Sarah Boyce
President, Chief Executive Officer and Director San Diego, California
April 29, 2025

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TABLE OF CONTENTS


			Page
GENERAL			1



QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS			3
PROPOSAL 1 - ELECTION OF DIRECTORS			7
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM			12
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT'S FEES			13


PROPOSAL 3 - ADVISORY APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			15
EXECUTIVE OFFICERS			15
CORPORATE GOVERNANCE			18











COMMITTEES OF THE BOARD OF DIRECTORS			21



E XECUTIVE COMPENSATION AND OTHER INFORMATION			24
COMPENSATION DISCUSSION AND ANALYSIS			24
COMPENSATION COMMITTEE REPORT			34
COMPENSATION TABLES			36
PAY VERSUS PERFORMANCE			40
CEO PAY RATIO			47
DIRECTOR COMPENSATION			48
EQUITY COMPENSATION PLAN INFORMATION			51
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			52
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			55
202 6 STOCKHOLDERS' PROPOSALS			58
NO INCORPORATION BY REFERENCE			58
OTHER MATTERS			58
SOLICITATION OF PROXIES			59
AVIDITY'S ANNUAL REPORT ON FORM 10-K			60

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PROXY STATEMENT


AVIDITY BIOSCIENCES, INC. 10578 Science Center Drive, Suite 125, San Diego, California 92121


General

This proxy statement is furnished in connection with the solicitation by the board of directors (the “Board”) of Avidity Biosciences, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held virtually on Tuesday, June 10, 2025 (the “Annual Meeting”), at 9:00 a.m., Pacific Time, and at any continuation, postponement or adjournment thereof. Holders of record of shares of our common stock, $0.0001 par value per share (“Common Stock”), as of the close of business on April 14, 2025 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. As of the Record Date, there were 120,519,968 shares of our Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

This proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2024 (the “2024 Annual Report”), or Notice of Internet Availability of Proxy Materials, as applicable, will be sent on or about April 29, 2025 to our stockholders as of the Record Date.

In this proxy statement, “Avidity,” the “Company,” “we,” “us” and “our” refer to Avidity Biosciences, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON TUESDAY, JUNE 10, 2025:

This Proxy Statement and our 2024 Annual Report to Stockholders are available at:

www.proxydocs.com/RNA.


PROPOSALS

At the Annual Meeting, our stockholders will be asked:

1.To elect Arthur Levin, Ph.D., Simona Skerjanec and Tamar Thompson as Class II directors for a three-year term that expires at the 2028 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

4.To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We currently know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

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RECOMMENDATIONS OF THE BOARD

The Board recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted, and the Board recommends that you vote, as follows:

1.FOR each of the nominees for election as a Class II director as set forth in this proxy statement;

2.FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

3.FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.


INFORMATION ABOUT THIS PROXY STATEMENT

Why you received this proxy statement. You are viewing or have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, we are making this proxy statement and our 2024 Annual Report available to our stockholders electronically via the Internet. On or about April 29, 2025, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2024 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2024 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. We encourage our stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and reduce the cost to us associated with the printing and mailing of materials.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, we will provide copies of these documents, free of charge, upon written request to Avidity Biosciences, Inc., 10578 Science Center Drive, Suite 125, San Diego, California 92121, Attention: Corporate Secretary or by calling (858) 401-7900. Such requests by street name holders should be made through their bank, broker or other holder of record.

Stockholders sharing an address that are receiving multiple copies of the Internet Notice can request delivery of a single copy of the proxy statement or annual report or Internet Notice by contacting their broker, bank or other intermediary or sending a written request to Avidity Biosciences, Inc. at the above address or by calling (858) 401-7900.

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Questions and Answers about the Annual Meeting of Stockholders


Who is entitled to vote on matters presented at the Annual Meeting?

The Record Date for the Annual Meeting is April 14, 2025. You are entitled to vote on the matters presented at the Annual Meeting if you were a record holder at the close of business on the Record Date. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 120,519,968 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Common Stock is our only class of stock entitled to vote.


What is the difference between being a “Record Holder” and holding shares in “Street Name”?

If, on the Record date, your shares were registered directly in your name, then you are a stockholder of record.

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting.


Am I entitled to vote if my shares are held in “Street Name”?

Yes. If your shares are held in street name, these proxy materials, along with instructions on how to vote your shares, are being provided to you by your brokerage firm, bank, dealer or other similar organization. As the beneficial owner, you have the right to direct your brokerage firm, bank, dealer or other similar organization how to vote your shares, and the brokerage firm, bank, dealer or other similar organizations is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares in person at the Annual Meeting, unless you obtain, and present at the Annual Meeting, a legal proxy from your brokerage firm, bank, dealer or other similar organization.


How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. Under Delaware law and our Amended and Restated Bylaws (our “Bylaws”), the presence at the Annual Meeting online, or by proxy, of the holders of a majority in voting power of the Common Stock issued and outstanding and entitled to vote, on the Record Date will constitute a quorum for the transaction of business at the Annual Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting.


How can I attend the Annual Meeting of Stockholders?

As noted above, we have decided to hold the Annual Meeting entirely online this year. You may attend the Annual Meeting only if you are a record holder or beneficial owner of our Common Stock as of the Record Date. If you are a record holder you are entitled to vote at the Annual Meeting. If you hold your shares in street name you must obtain a valid proxy from your brokerage firm, bank, dealer or other similar organization to vote at the Annual Meeting. To attend and participate in the Annual Meeting, you will need the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your bank or broker to obtain your Control Number or otherwise vote through the bank or broker. To be admitted to the Annual Meeting and vote your shares, you must register to attend the Annual Meeting at www.proxydocs.com/RNA and provide the Control Number by 2:00 p.m. Pacific Time on June 9, 2025. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.


Will there be a question and answer session during the Annual Meeting?

This year’s stockholder question and answer session will include questions submitted in advance of the Annual Meeting. You may submit a question in advance of the meeting as a part of the registration process. Questions pertinent to meeting matters and that are submitted in accordance with our Rules of Conduct for the Annual Meeting will be answered during the meeting, subject to applicable time constraints. Questions and answers

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may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness, efficient use of time and in order to ensure all stockholders are responded to, we will respond to up to two questions from a single stockholder.


What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, (i) the Chair of the Annual Meeting or (ii) the holders of a majority of the shares entitled to vote, present at the virtual meeting, or represented by proxy at the virtual meeting, are authorized by our Bylaws to adjourn the Annual Meeting until a quorum is present or represented.


What does it mean if I receive more than one Internet Notice or more than one set of Proxy Materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.


How do I vote?

With respect to the election of directors, you may either vote “For” all the nominees to the Board, or you may “Withhold” your vote for any nominee you specify. With respect to (i) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm and (ii) the approval, on an advisory basis, of the compensation of our named executive officers, you may vote “For,” “Against” or “Abstain” from voting.

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, there are several ways for you to vote your shares. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy prior to the Annual Meeting to ensure that your vote is counted.

•Via the Internet: You may vote at www.proxypush.com/RNA, 24 hours a day, seven days a week, by following the instructions provided in the Internet Notice. You will need to use the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials to vote via the internet.

•By Telephone: You may vote using a touch-tone telephone by calling (866) 256-0714, 24 hours a day, seven days a week. You will need to use the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials to vote by telephone. Votes submitted by telephone must be received by 8:59 a.m., Pacific Time, on June 10, 2025.

•By Mail: If you request printed copies of the proxy materials by mail, you may vote using your proxy card by completing, signing, dating and returning the proxy card in the self-addressed, postage-paid envelope provided. If you properly complete your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card) will vote your shares as you have directed.

•At the Virtual Annual Meeting: You may vote during the virtual Annual Meeting through www.proxydocs.com/RNA. To be admitted to the Annual Meeting and vote your shares, you must register to attend the Annual Meeting at www.proxydocs.com/RNA by 2:00 p.m. Pacific Time on June 9, 2025 and provide the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received voting instructions from that organization rather than directly from us. Please check with your

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bank, broker, or other agent and follow the voting instructions they provide to vote your shares. Generally, you have three options for returning your proxy.

•By Method Listed on Voting Instruction Card: Please refer to your voting instruction card or other information provided by your bank, broker or other agent to determine whether you may vote by telephone or electronically on the Internet, and follow the instructions on the voting instruction card or other information provided by your broker, bank or other agent. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank, broker or other agent does not offer Internet or telephone voting information, please follow the other voting instructions they provide to vote your shares.

•By Mail: You may vote by signing, dating and returning your voting instruction card in the pre-addressed envelope provided by your broker, bank or other agent.

•At the Virtual Annual Meeting: To vote online during the virtual Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker or bank to request the proxy form authorizing you to vote the shares. You must also register to attend the Annual Meeting at www.proxydocs.com/RNA and provide the Control Number included in your Internet Notice, your proxy card or on the instructions that accompanied your proxy materials. After completion of your registration, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.


Can I change my vote after I submit my Proxy?

Yes. If you are a record holder, you may revoke your proxy and change your vote any time before the proxy is voted at the Annual Meeting:

•by submitting a duly executed proxy bearing a later date than your prior proxy;

•by granting a subsequent proxy through the Internet or telephone;

•by giving written notice of revocation to the Corporate Secretary of Avidity prior to or at the Annual Meeting; or

•by voting online at the Annual Meeting.

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote virtually at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot at the Annual Meeting.


Who will count the votes?

A representative from BetaNXT, Inc. is expected to tabulate and certify the votes, and an employee or representative of the Company is expected to act as inspector of election.


What if I do not specify how my shares are to be voted?

If you are a record holder and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the Annual Meeting. Similarly, if you are a record holder and submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 1 of this proxy statement, along with the description of each proposal in this proxy statement.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter,

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that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”


What are broker non-votes and do they count for determining a quorum?

Shares represented by proxies that reflect a broker non-vote will be counted as present for purposes of determining the presence of a quorum. As discussed above, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote those shares on a particular matter. A broker has discretionary power to vote shares without instruction from the beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Thus, broker non-votes are not expected on that proposal. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters. Broker non-votes on the election of directors, which is considered a non-routine matter, will have no effect because they are not considered votes cast, and the three directors that receive the highest number of votes will be elected.


What is an Abstention and how will votes Withheld and Abstentions be treated?

Shares of common stock held by persons attending the Annual Meeting but not voting, and shares represented by proxies that reflect withheld votes or abstentions as to a particular proposal, will be counted as present for purposes of determining the presence of a quorum. A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of (i) the ratification of the appointment of Deloitte & Touche LLP or (ii) the approval, on an advisory basis, of the compensation of our named executive officers, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the election of directors, as the three directors that receive the highest number of votes will be elected, and abstentions are not considered to be a vote cast and will have no effect on (i) the ratification of the appointment of Deloitte & Touche LLP or (ii) the approval, on an advisory basis, of the compensation of our named executive officers.


How many votes are required for the approval of the proposals to be voted upon and how will Abstentions and Broker Non-Votes be treated?

Proposal

Votes Required

Effect of Votes Withheld /
Abstentions and Broker
Non-Votes

Proposal 1: Election of Directors

The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II directors.

Votes withheld and broker non-votes will have no effect.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of a majority of the votes cast for or against the matter.

Abstentions will have no effect. We do not expect any broker non-votes on this proposal.

Proposal 3: Advisory Approval of the Compensation of Named Executive Officers

The affirmative vote of a majority of the votes cast for or against the matter.

Abstentions will have no effect. We do not expect any broker non-votes on this proposal.


Will any other business be conducted at the Annual Meeting?

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Where can I find the voting results of the Annual Meeting of Stockholders?

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Proposals to be Voted on


Proposal 1 - Election of Directors

At the Annual Meeting, three (3) Class II directors are to be elected to hold office for a three-year term expiring at the annual meeting of stockholders to be held in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Arthur Levin, Ph.D., Simona Skerjanec and Tamar Thompson for re-election as Class II directors at the Annual Meeting.

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

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Our Amended and Restated Certificate of Incorporation (the “Charter”) and Bylaws provide that the authorized number of directors shall be fixed from time to time exclusively by resolution adopted by a majority of the Board. We currently have nine (9) authorized director slots on our Board. As set forth in our Charter, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The following table summarizes the class, independence and committee membership of our directors:

Name

Age

Position

Independent

Committee Membership

CLASS I DIRECTORS - Terms to Expire at the 2027 Annual Meeting

Carsten Boess

Director

Audit (Chair)

Sarah Boyce

President, Chief Executive Officer, and Director

Troy Wilson, Ph.D., J.D.

Chair of the Board

Human Capital Management

CLASS II DIRECTORS - Nominated for Re-election with Terms to Expire at the 2028 Annual Meeting

Arthur Levin, Ph.D.

Distinguished Scientist and Strategic Leader, and Director

Simona Skerjanec

Director

Tamar Thompson

Director

Nominating and Corporate Governance; Human Capital Management

CLASS III DIRECTORS - Terms to Expire at the 2026 Annual Meeting

Noreen Henig, M.D.

Director

Nominating and Corporate Governance (Chair); Audit

Edward M. Kaye, M.D.

Director

Human Capital Management (Chair); Nominating and Corporate Governance

Jean Kim

Director

Audit

The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock entitled to vote in the election of directors.

In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

All of the persons whose names and biographies appear below are currently serving as our directors. Each of our directors brings to the Board significant leadership experience derived from their professional experience and service as executives or board members of other corporations and/or private equity and venture capital firms. The process undertaken by the Nominating and Corporate Governance Committee of the Board in recommending qualified director candidates is described below under “Board Qualifications and Director Nomination Process.” Certain individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole are described in the following paragraphs.

Vote required

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

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The Board unanimously recommends a vote FOR the election of the three nominees for Class II directors.

Information Regarding Directors

The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:

Nominees for Election to the Board:


Class II Directors (Terms to Expire at the 2028 Annual Meeting)

Arthur A. Levin, Ph.D., has served on our board of directors since February 2023. Dr. Levin served as our Distinguished Scientist and Strategic Leader from February 2023 until the end of 2024 after serving as our Chief Scientific Officer from October 2019 to February 2023. Previously, Dr. Levin served as our Executive Vice President of Research and Development from October 2013 to October 2019. Dr. Levin has a combined three decades of experience in all aspects of drug development from discovery through drug registration and has played key roles in the development of numerous oligonucleotides. Prior to joining Avidity, from April 2012 to January 2014, he served as Executive Vice President at miRagen Therapeutics, Inc. Prior to that, Dr. Levin held various senior management positions at Santaris Pharma A/S Corp. and Ionis Pharmaceuticals, Inc. Since September 2015, Dr. Levin has served as a member of the board of directors of Stoke Therapeutics, Inc. Dr. Levin holds a Ph.D. in Toxicology from the University of Rochester and a B.S. in Biology from Muhlenberg College. Dr. Levin's knowledge of our business and technology and his extensive drug development experience contributed to our board of directors' conclusion that he should serve as a director of our company.

Simona Skerjanec has served on our board of directors since May 2024. Ms. Skerjanec holds nearly three decades of broad international experience in the pharmaceutical industry and has led multiple research and development efforts that have resulted in regulatory approvals and launches of commercial therapies in therapeutic areas including neurology and cardiology in the U.S. and other countries. Ms. Skerjanec was the Senior Vice President and Global Neuroscience Head at Roche in Switzerland and led the business and global strategy for Roche’s portfolio of neurological and rare diseases, including Ocrevus® for the treatment of multiple sclerosis and a novel monoclonal antibody for the treatment of Alzheimer’s disease. During her nine-year tenure at Roche, she also served as a General Manager of Roche in Portugal. Prior to joining Roche, Ms. Skerjanec was Senior Vice President and Cardiovascular franchise head at The Medicines Company where she held various roles of increasing responsibilities in development and commercialization. She also held positions at Eli Lilly, Pfizer and Johnson & Johnson. Ms. Skerjanec has served on the board of directors of Immunic Therapeutics since April 2024 and the board of directors of Perceiv AI, a private, AI-driven precision medicine company, since October 2024. Ms. Skerjanec holds a Master’s degree in Pharmacy from University of Ljubljana and an MBA from Farleigh Dickinson University in New Jersey. Ms. Skerjanec’s deep commercial and business experience in the biotechnology industry in the United States and internationally contributed to our board of directors’ conclusion that she should serve as a director of our company.

Tamar Thompson has served on our board of directors since January 2021. Since November 2019, Ms. Thompson has served as the Vice President, Global Corporate Affairs for Alexion Pharmaceuticals, Inc. and as the chair of the board of the Alexion Charitable Foundation. Prior to joining Alexion, Ms. Thompson served as head, federal executive branch strategy and state government affairs for Bristol-Myers Squibb Company from February 2015 to November 2019. She also served as a strategic policy advisor and consultant for premiere Washington, DC based firms, including ADVI, Kimbell and Associates and Avalere Health. Since May 2023, Ms. Thompson has served on the board of directors of Catalyst Pharmaceuticals, Inc., where she is also a member of the audit committee and the nominating and corporate governance committee. Ms. Thompson holds a M.S. in Health Sciences with a concentration in Public Health from Trident University. Ms. Thompson’s extensive health policy and government affairs experience contributed to our board of directors’ conclusion that she should serve as a director of our company.

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Continuing Members of the Board:


Class I Directors (Terms to Expire at the 2027 Annual Meeting)

Carsten Boess has served on our board of directors since April 2020. Mr. Boess also serves on the boards of directors of Rocket Pharmaceuticals, Inc. and Achilles Therapeutics plc. Previously, Mr. Boess was the Executive Vice President of Corporate Affairs at Kiniksa Pharmaceuticals, Ltd. from August 2015 until February 2020. Before Kiniksa, Mr. Boess was the Chief Financial Officer at Alexion Pharmaceuticals from 2004 to 2005 and the Senior Vice President and Chief Financial Officer at Synageva BioPharma Corp. from 2011 until the company’s acquisition by Alexion Pharmaceuticals in 2015. Previously, Mr. Boess served in multiple roles with increasing responsibility at Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice President of International Operations from 2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance at Serono Inc. from 2005 to 2006. In addition, he was a member of the Geneva-based World Wide Executive Finance Management Team while at Serono. Mr. Boess also held several financial executive roles at Novozymes of North America and Novo Nordisk in France, Switzerland and China. During his tenure at Novo Nordisk, he served on Novo Nordisk’s Global Finance Board. From August 2020 until January 2023, Mr. Boess served on the board of directors of Health Sciences Acquisitions Corporation 2. Mr. Boess received a Bachelor’s degree and Master’s degree in Economics and Finance, specializing in Accounting and Finance from the University of Odense, Denmark. Mr. Boess’s business, financial and corporate governance experience in the biotechnology industry contributed to our board of directors’ conclusion that he should serve as a director of our company.

Sarah Boyce has served as our President and Chief Executive Officer and as a member of our board of directors since October 2019. Prior to joining Avidity, she served as President and a member of the board of directors of Akcea Therapeutics, Inc. from April 2018 through September 2019, where she led the commercialization of the company’s rare disease products. Ms. Boyce served as Chief Business Officer of Ionis Pharmaceuticals, Inc. from January 2015 to April 2018, and Vice President, Head of International Business Strategy and Operations at Forest Laboratories, Inc. from 2012 to 2014. She previously held various positions with Alexion Pharmaceuticals Inc., Novartis AG, Bayer AG and F. Hoffmann-La Roche AG. Ms. Boyce has served on the boards of directors of Abcuro, Inc., a privately-held biotechnology company, since July 2024, and of Contineum Therapeutics, Inc. since June 2024. Ms. Boyce also served on the boards of directors of OmniAb, Inc. from November 2022 to April 2025, of Berkeley Lights Inc. from July 2019 to May 2022 and of Ligand Pharmaceuticals Incorporated from October 2019 to November 2022. Ms. Boyce holds a B.S. in Microbiology from the University of Manchester, England. Ms. Boyce’s knowledge of our business, as well as her extensive development, commercial and executive management experience, contributed to our board of directors’ conclusion that she should serve as a director of our company.

Troy Wilson, Ph.D., J.D., is our co-founder and has served as a member of our board of directors since November 2012. He served as Executive Chairman from February 2019 to January 2021 and has served as our Chair since January 2021. Dr. Wilson served as our President and Chief Executive Officer from November 2012 to February 2019. He has been President and Chief Executive Officer and Chairman of the board of directors of Kura Oncology, Inc. since August 2014 and has served as a member of the board of directors of Puma Biotechnology, Inc. since October 2013. He has served as Executive Chairman of the board of directors of Abintus Bio, Inc. since October 2020. He has also served as Executive Chairman of the board of directors of Wellspring Biosciences, Inc., a privately-held biopharmaceutical company, since July 2012, and has served as the sole managing member of Wellspring Biosciences’ parent company, Araxes Pharma LLC, since May 2012. Previously, Dr. Wilson served as a director of Zosano Pharma Corporation from June 2014 to October 2019. He also served as President and Chief Executive Officer of Wellspring Biosciences and Araxes Pharma from July 2012 to March 2019, and as President and Chief Executive Officer and a member of the board of directors of Intellikine, Inc. Dr. Wilson holds a J.D. from New York University and a Ph.D. in Bioorganic Chemistry and a B.A. in Biophysics from the University of California, Berkeley. Dr. Wilson’s knowledge of our business and his senior executive and board-level experience at biopharmaceutical companies contributed to our board of directors’ conclusion that he should serve as Chair of our company.

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Class III Directors (Terms to Expire at the 2026 Annual Meeting)

Noreen Henig, M.D., has served on our board of directors since August 2019. Dr. Henig is the CEO of a digital health company, Mobile Applications for Connected Health, and works as a consultant to several private biotechnology companies. Dr. Henig served as the Chief Medical Officer of Kezar Life Sciences, Inc. from May 2020 until October 2023. Dr. Henig has also served as a member of the board of directors of Lazard Growth Acquisition Corp. I from February 2021 until February 2023. Previously, from July 2018 to March 2020, Dr. Henig served as the Chief Medical Officer of Breath Therapeutics GmbH, which is now Zambon SpA following an acquisition in July 2019. Previously, Dr. Henig served as the Chief Development Officer of ProQR Therapeutics N.V. where she oversaw preclinical and clinical drug development from March 2014 to November 2017. Before joining ProQR, Dr. Henig was Senior Director, Global Respiratory, from 2011 to 2014, and Director, Respiratory Therapeutics, from 2008 to 2011, at Gilead Sciences, Inc. Dr. Henig’s specialties as a physician include pulmonary, critical care, allergy and immunology. Dr. Henig holds an M.D. with a distinction in immunology from the Albert Einstein College of Medicine of Yeshiva University and a B.A. from Yale University. She also completed training in internal medicine at the University of California, San Francisco and in pulmonary and critical care medicine at the University of Washington. Dr. Henig’s drug development and clinical trial experience contributed to our board of directors’ conclusion that she should serve as a director of our company.

Edward M. Kaye, M.D., has served on our board of directors since August 2019. Dr. Kaye served as the Chief Executive Officer of Stoke Therapeutics Inc. from October 2017 to March 2025, and has served on Stoke's board of directors since October 2017. Dr. Kaye joined Stoke from Sarepta Therapeutics, Inc. where he served as a member of the board of directors from September 2016 to August 2017, President and Chief Executive Officer from September 2016 to July 2017, Interim Chief Executive Officer from April 2015 to September 2016 and Chief Medical Officer from June 2011 to March 2017. From 2001 to 2011, Dr. Kaye served in various positions at Genzyme Corporation, including most recently as Group Vice President of Clinical Development. Previously, Dr. Kaye served as Chief of Biochemical Genetics at Children’s Hospital of Philadelphia, Chief of Neurology at St. Christopher’s Hospital for Children and as a member of the research staff at Massachusetts General Hospital and Tufts University Medical Center. Dr. Kaye is also a member of the board of directors of Cytokinetics, Inc. and the Massachusetts Biotechnology Council, where he serves on the Equality, Diversity and Inclusion Committee. Dr. Kaye holds an M.D. from the Loyola University Stritch School of Medicine and a B.S. in Biology/Chemistry from Loyola University. Dr. Kaye’s extensive leadership and clinical experience in the medical and biotechnology fields contributed to our board of directors’ conclusion that he should serve as a director of our company.

Jean Kim has served on our board of directors since January 2021. Ms. Kim served as a Partner at Deerfield Management Company LP from August 2006 to July 2020 where she provided extensive research and analysis on individual companies operating in the healthcare industry, with a particular focus on rare and orphan diseases. In addition, Ms. Kim incubated and founded a new gene therapy portfolio company at Deerfield Management with a novel incubator company structure focused on rare orphan monogenic diseases. Prior to joining Deerfield, she was a healthcare investment professional for six years with Merrill Lynch Ventures and a Financial Analyst in Merrill Lynch’s investment banking department. Ms. Kim received her Bachelor of Arts in English Literature and a Bachelor of Science in Biology from Stanford University. She also holds an MBA from Harvard Business School and a Master of Science degree from the Massachusetts Institute of Technology through the Biomedical Enterprise Program and was a Fulbright Scholar. Ms. Kim served on the Board of Directors of Amplo Biotechnology, a gene therapy company, from July 2021 to December 2023. Ms. Kim’s years of experience investing in the biopharmaceutical industry contributed to our board of directors’ conclusion that she should serve as a director of our company.

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Proposal 2 - Ratification of Appointment of Independent Public Accounting Firm

Our Audit Committee has appointed Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board has directed that this appointment be submitted to our stockholders for ratification. Although ratification of our appointment of Deloitte is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

The Audit Committee recently conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. As a result of this process, on April 25, 2025, and as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2025 (the “Form 8-K”), the Audit Committee approved the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2025, with such appointment to be effective immediately following the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2025 (“Q1 Form 10-Q”). In connection with the appointment of Deloitte, the Audit Committee approved the dismissal of BDO USA, P.C. (“BDO”) on April 25, 2025 as the Company’s independent registered public accounting firm, effective upon the filing of the Q1 Form 10-Q.

The audit reports of BDO on the consolidated financial statements of the Company as of and for the years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years and through April 25, 2025, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the matter in its report; and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) other than as described below.

As reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 10-K”), the Company reported material weakness in its internal control over financial reporting during such period. As disclosed in the 2023 10-K, the Company concluded that its internal control over financial reporting was not effective as of December 31, 2023 due to management not having designed effective internal controls with respect to segregation of duties over certain information technology general controls (ITGCs) related to a module within the Company’s enterprise resource planning (ERP) system. These ITGCs were not operating effectively to (i) restrict access to certain data and the ability to make changes thereto, and (ii) monitor changes to such data. BDO’s report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, which was included in the 2023 10-K, contained an adverse opinion thereon.

The Audit Committee discussed the material weakness in the Company’s internal control over financial reporting with BDO, and the Company has authorized BDO to respond fully to inquiries of Deloitte concerning such material weakness. During fiscal year 2024, the Company remediated such material weakness, and BDO issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

The Company provided BDO with a copy of the disclosures in the Form 8-K and requested that BDO furnish the Company with a letter addressed to the SEC stating whether BDO agrees with the statements in Item 4.01 of the Form 8-K, which letter is attached as Exhibit 16.1 to the Form 8-K.

In addition, during the Company’s two most recent fiscal years and through April 25, 2025, neither the Company, nor anyone on the Company’s behalf, consulted Deloitte with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of any “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Neither Deloitte nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit services. A representative of Deloitte is expected to attend the Annual Meeting, will have the opportunity to make a statement if desired, and will be

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available to respond to appropriate questions from stockholders. Representatives of BDO will not be present at the Annual Meeting.

In the event that the appointment of Deloitte is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2026. Even if the appointment of Deloitte is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interest of the Company.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Deloitte, we do not expect any broker non-votes in connection with this proposal.

The Board unanimously recommends a vote FOR the Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.


Independent Registered Public Accountants' Fees

The following table summarizes the fees of BDO USA, P.C. billed and expected to be billed to us for the last two fiscal years. All fees were approved by the Audit Committee.


	Fiscal Years Ended December 31,
Fee Category	2024		2023
Audit Fees(1)	$	901,011	$	692,993
Audit-Related Fee	—		—
Tax Fees	—		—
All Other Fees	—		—
Total Fees	$	901,011	$	692,993

____________________

(1)Audit fees consist of fees for the audit of our annual financial statements and internal controls over financial reporting, the review of the unaudited interim financial statements included in our quarterly reports on Form 10-Q and the issuance of consents and comfort letters in connection with registration statements.


Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee has established a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the Audit Committee, and all such services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2024. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of our auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.


Report of the Audit Committee of the Board

The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2024 and has discussed these financial statements with management and BDO USA, P.C., the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The Audit Committee has also received from and discussed with BDO USA, P.C. various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed by statement on Auditing Standards No. 1301 (Communications with Audit

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Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee is not employed by the Company, nor does it provide any expert assurance or professional certification regarding the Company’s financial statements. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided, and representations made, by management and BDO USA, P.C.

BDO USA, P.C. also provided the Audit Committee with a formal written statement required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with BDO USA, P.C. its independence from Avidity Biosciences, Inc. The Audit Committee also considered whether BDO USA, P.C.’s provision of certain other non-audit related services to the Company is compatible with maintaining such firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. After a competitive process, the Audit Committee and the Company’s board of directors have recommended, subject to stockholder approval, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025.

This report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Audit Committee.

Respectfully submitted,

Audit Committee

Carsten Boess, Chair

Noreen Henig, M.D.

Jean Kim

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Proposal 3 - Advisory Approval of the Compensation of the Named Executive Officers

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote at the Annual Meeting to provide advisory approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. Pursuant to the Dodd-Frank Act, the stockholder vote on executive compensation is an advisory vote only, and it is not binding on us or our Board.

Although the result of the vote is non-binding, our Human Capital Management Committee and Board value the opinions of the stockholders and will consider the outcome of the vote when making future compensation decisions. As described more fully in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation program is designed to attract, retain and motivate individuals with superior ability, experience and leadership capability to deliver on our annual and long-term business objectives necessary to create stockholder value. We urge stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are intended to operate in the future. The Human Capital Management Committee and the Board believe that our executive compensation program fulfills these goals and is reasonable, competitive and aligned with our performance and the performance of our executives.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask that our stockholders vote “FOR” the following resolution:

“RESOLVED, that Avidity Biosciences, Inc.’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Avidity Biosciences, Inc.’s Proxy Statement for the 2025 Annual Meeting.”

Vote Required

The affirmative vote of a majority of the voting power of the votes cast affirmatively or negatively on the proposal will be required to approve the advisory vote regarding the compensation of the named executive officers. Abstentions will not be counted toward the tabulation of votes cast on this proposal and will have no effect on the proposal. Broker non-votes will have no effect on this proposal as brokers or other nominees are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.

The Board unanimously recommends a vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.


Executive Officers

The following table identifies our executive officers as of April 14, 2025:


Name	Age	Position
Sarah Boyce	53	President, Chief Executive Officer and Director
Charles Calderaro III	61	Chief Technical Officer
W. Michael Flanagan, Ph.D.	63	Chief Scientific Officer
Kathleen Gallagher	44	Chief Program Officer
Steven Hughes, M.D.	58	Chief Medical Officer
Michael F. MacLean	59	Chief Financial Officer
Teresa McCarthy	61	Chief Human Resources Officer
John B. Moriarty, Jr, J.D.	57	Chief Legal Officer and Corporate Secretary
Eric Mosbrooker	58	Chief Commercial Officer

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The following is biographical information for our executive officers other than Ms. Boyce, whose biographical information is included under “Continuing Members of the Board of Directors”.

Charles Calderaro III has served as our Chief Technical Officer since January 2025. Prior to joining the Company, Mr. Calderaro served as Chief Technical Officer of Shoreline Biosciences from October 2022 to December 2025. Previously, from December 2019 to September 2022, Mr. Calderaro served as Global Head of Technical Operations at Kite Pharma, a Gilead company, and from September 2016 to December 2019, he served as Senior Vice President, Global Manufacturing at BioMarin Pharmaceutical. From June 2002 until August 2016, Mr. Calderaro held roles of increasing responsibility at Genentech and through its acquisition by Roche in 2009. Prior to joining Genentech, Mr. Calderaro held leadership roles at Aventis Behring, L.L.C., Alcon Laboratories, and Ethicon, a Johnson & Johnson company. From 1986 to 1990, Mr. Calderaro served in the U.S. Navy as a commissioned officer. Mr. Calderaro received a B.A. from the University of Notre Dame, a Graduate Certificate in Nuclear Engineering from the U.S. Naval Nuclear Power School and an MBA from Texas Christian University.

W. Michael Flanagan, Ph.D. has served as our Chief Scientific Officer since February 2023 and previously served as our Chief Technical Officer from January 2021 to January 2025. Dr. Flanagan has extensive experience developing multiple therapeutic modalities, including RNA therapeutics, antibody drug conjugates, and bispecific antibodies. Prior to joining the Company in January 2021, Dr. Flanagan served as Senior Director and Project Team Leader, Oncology and Immunology for Genentech, Inc. from January 2012 to January 2021, where he advanced programs through late-stage research to end of Phase 2 development. Prior to Genentech, Dr. Flanagan served in roles of increasing responsibility in the biology groups at Sunesis Pharmaceuticals, Inc., Gilead Sciences, Inc. and Merck & Co. Inc., where he was Senior Director of RNA Sciences. Dr. Flanagan received a B.S. in Genetics from the University of California at Davis, a Ph.D. in Biological Sciences from the University of California at Irvine and was an American Cancer Society postdoctoral fellow at the Howard Hughes Medical Institute, Stanford University.

Kathleen Gallagher has served as our Chief Program Officer since January 2025. She joined the Company in April 2021 and has held roles of increasing responsibility, including Senior Vice President and Global Program Head, Myotonic Dystrophy Type 1 (DM1) and Senior Vice President, Corporate Communications and Investor Relations. Prior to joining the Company, she was Vice President, Investor Relations and Corporate Communications at Akcea Therapeutics from September 2017 through the completion of its acquisition by Ionis Pharmaceuticals in October 2020, where she was instrumental in the development and commercial launches of rare disease therapies Tegsedi® and Waylivra®. Previously, she held roles of increasing responsibility during her 13-year tenure at Merrimack Pharmaceuticals, where she provided leadership and direction through multiple financing rounds including an IPO and through the launch of the pancreatic cancer therapy ONIVYDE®. Ms. Gallagher earned her B.S. degree in English from Boston University.

Steven Hughes, M.D., has served as our Chief Medical Officer since February 2022. Dr. Hughes has over 20 years of experience building and leading clinical development and medical affairs teams. He has contributed to over 50 clinical trials for more than 25 drugs across all stages of drug development and in multiple therapeutic areas including cardiovascular, neurology and several rare diseases with successful license approvals for several rare disease drugs. Dr. Hughes’s previous positions include the Chief Medical Officer at Arcturus and Organovo, Chief Clinical Development Officer at Ionis Pharmaceuticals and clinical leadership positions at Biogen, CSL Behring and Sanofi. Dr. Hughes is board certified in pharmaceutical medicine and received his medical degree from Imperial College, London. He also has an MBA from Imperial College Business School.

Michael F. MacLean has served as our Chief Financial Officer since May 2020 and also served as our Chief Business Officer from April 2022 until December 2024. Prior to joining the Company, Mr. MacLean most recently served as Chief Financial Officer of Akcea Therapeutics, Inc. from September 2017 to March 2020. Prior to joining Akcea Therapeutics, from September 2015 to August 2017, Mr. MacLean was Chief Financial Officer and Executive Vice President of PureTech Health plc. Previously, Mr. MacLean was Chief Financial Officer of Iron Mountain Inc.’s North American business from July 2014 to June 2015 and was Senior Vice President, Worldwide Controller at Iron Mountain from October 2012 to June 2014. Prior to Iron Mountain, Mr. MacLean previously served as Senior Vice President of Finance and Chief Accounting Officer of Biogen Inc., where he led the company’s worldwide finance organization. Since June 2021, Mr. MacLean has also served on the board of directors of Verve Therapeutics. Mr. MacLean holds a B.S. in Accounting from Boston College.

Teresa McCarthy has served as our Chief Human Resources Officer since August 2020. Since 2002, Ms. McCarthy has advised life sciences companies as an organizational development and human resources consultant through her consulting firm, McCarthy Consultants Inc. Ms. McCarthy has also served as a lead

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consultant at The Leadership Edge from 2002 to 2020. Prior to consulting, Ms. McCarthy held the position of Director, Talent Development at Edwards Lifesciences from 1999 to 2001. Previously, Ms. McCarthy was Director, Employee Relations at Baxter Cardiovascular Group from 1996 to 1999 and served as Manager, Talent Development at IVAC Corporation from 1990 to 1995. Ms. McCarthy received a Bachelor of Arts in Communication from San Diego State and an M.A. in Organizational Communication from San Diego State University.

John B. Moriarty, Jr., J.D. has served as our Chief Legal Officer and Corporate Secretary since August 2024. Prior to joining the Company, Mr. Moriarty served as Executive Vice President, Chief Legal Officer and Corporate Secretary at Mirati Therapeutics from May 2023 through the completion of its acquisition by Bristol-Myers Squibb Co. in January 2024. From September 2020 to April 2023, Mr. Moriarty served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Olema Pharmaceuticals, Inc., and from March 2018 to July 2020, he served as Executive Vice President, General Counsel and Secretary of Portola Pharmaceuticals, Inc., which was acquired by Alexion Pharmaceuticals, Inc. in July 2020. From September 2014 to February 2018, Mr. Moriarty served as Executive Vice President and General Counsel of Alexion, and from December 2012 to September 2014, he served as Senior Vice President and General Counsel of Alexion. Prior to joining Alexion, from December 2008 to December 2012, he served at Elan Corporation plc, an Irish public limited company traded on the New York and Irish Stock Exchanges, including as General Counsel and Senior Vice President from March 2010 to December 2012. From 2002 to 2008, Mr. Moriarty held various positions with Amgen Inc., including Executive Director and Associate General Counsel, Global Commercial Operations and Senior Counsel, Complex Litigation, Products Liability and Government Investigations. From 1999 through 2002 Mr. Moriarty was in private practice with a national law firm. From 1994 to 1999, Mr. Moriarty served in various capacities in private practice focused on healthcare and as a healthcare fraud prosecutor in the U.S. Attorney’s Office and the Virginia Attorney General’s Office. Mr. Moriarty received a B.A. from the University of Virginia and a J.D. cum laude from the University of Georgia School of Law.

Eric Mosbrooker has served as our Chief Commercial Officer since January 2025, after serving as our Chief Strategy Officer since January 2024 and as a member of the Company's Board of Directors from August 2021 to December 2024. Mr. Mosbrooker has more than 20 years of experience in global operations, with demonstrated leadership and experience in commercial operations, market access, product launches, and program leadership. He has expertise in multiple rare diseases, encompassing neuromuscular, metabolic, oncology and additional orphan conditions. He has worked in all treatment modalities including one-time gene therapy. Prior to joining Avidity, Mr. Mosbrooker served as Chief Operations Officer for Cognoa from January 2021 to February 2023, leading the commercial, program management, product, and business operations functions. Before Cognoa, he was Chief Commercial Officer at Audentes Therapeutics from January 2019 to January 2021, overseeing the gene therapy business unit, and Senior Vice President of the Global Orphan Business Unit at Horizon Pharmaceuticals from November 2016 to April 2018. He holds a B.S. in Industrial Engineering from the University of Wisconsin – Madison.

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CORPORATE GOVERNANCE


General

The Board has adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics and charters for our Nominating and Corporate Governance Committee, Audit Committee and Human Capital Management Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics in the “Corporate Governance” section of the “Investors” page of our website located at www.aviditybiosciences.com, or by writing to our Secretary at our offices at 10578 Science Center Drive, Suite 125, San Diego, CA 92121. Please note, however, that the information contained on the website is not incorporated by reference in, or considered part of, this proxy statement.


Board Independence

The Board currently consists of nine members. The Board has determined that all of our directors, other than Ms. Boyce and Dr. Levin, are independent directors in accordance with the listing requirements of the Nasdaq Stock Market, LLC (“Nasdaq”). The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.


Board Qualifications and Director Nomination Process

Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members) for election or appointment, the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board will consider personal and professional integrity, ethics and values along with other factors the committee may deem to be relevant, such as:

•experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

•experience as a board member or executive officer of another publicly-held company;

•strong finance experience;

•expertise and experience in substantive matters pertaining to our business relative to other Board members;

•diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;

•experience relevant to our business industry; and

•relevant academic expertise or other proficiency in an area of our business operations.

Currently, the Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its range of experience in these various areas.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem to be in the best interests of our company and our stockholders. The Nominating and Corporate Governance Committee does, however, believe it appropriate for at least one member of our Board to meet the criteria for an “audit committee

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financial expert” as defined by SEC rules, and that a majority of the members of our Board meet the definition of “independent director” under Nasdaq qualification standards. The Nominating and Corporate Governance Committee also believes it is appropriate for our President and Chief Executive Officer to serve as a member of our Board. The Board currently includes five female members and four male members.


Identification and Evaluation of Nominees for Directors

The Nominating and Corporate Governance Committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the Nominating and Corporate Governance Committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise.

If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election or if the Board decides to expand the size of the Board, the Nominating and Corporate Governance Committee identifies the desired skills and experience of a new nominee in light of the criteria above. The Nominating and Corporate Governance Committee generally polls our Board and members of management for their recommendations. The Nominating and Corporate Governance Committee may also review the composition and qualification of the boards of directors of our competitors and may seek input from industry experts or analysts. The Nominating and Corporate Governance Committee reviews the qualifications, experience and background of the candidates. Final candidates are interviewed by the members of the Nominating and Corporate Governance Committee and by certain of our other independent directors and executive management. In making its determinations, the Nominating and Corporate Governance Committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound business judgment. After review and deliberation of all feedback and data, the Nominating and Corporate Governance Committee makes its recommendation to our Board.

The Nominating and Corporate Governance Committee evaluates nominees recommended by stockholders in the same manner as it evaluates other nominees. We have not received director candidate recommendations from our stockholders, and we do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by members of our Board, management or other parties are evaluated.

Under our Bylaws, a stockholder wishing to suggest a candidate for director should write to our Secretary and provide such information about the stockholder and the proposed candidate as is set forth in our Bylaws and as would be required by SEC rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate and describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination. In order to give the Nominating and Corporate Governance Committee sufficient time to evaluate a recommended candidate and include the candidate in our proxy statement for the 2026 annual meeting, the recommendation should be received by our Corporate Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “2026 Stockholders' Proposals.”


Communication from Stockholders

The Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our Secretary and Chair of the Board consider to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications. Stockholders who wish to send communications on any topic to the Board should address such communications to the Board in writing: c/o Secretary, Avidity Biosciences, Inc., 10578 Science Center Drive, Suite 125, San Diego, California 92121.

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Director Attendance at Annual Meetings

Although we do not have a formal policy regarding attendance by members of our Board at our Annual Meeting, we encourage all of our directors to attend. Eight of our nine directors then serving on our Board attended the 2024 annual meeting of stockholders.


Board Leadership Structure - Separate Chair

The Board is currently led by its Chair, Troy Wilson, Ph.D., J.D. The Board recognizes that it is important to determine an optimal board leadership structure to ensure the appropriate oversight of management as we continue to grow. We currently separate the roles of Chief Executive Officer and Chair of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for our Company and the day-to-day leadership and performance of our Company, while the Chair of the Board provides guidance to the Chief Executive Officer and presides over meetings of the full Board. We believe that this separation of responsibilities provides a balanced approach to managing the Board and overseeing our Company.

The Board has concluded that our current leadership structure is appropriate at this time. However, the Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.


Role of Board in Risk Oversight Process

The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable the Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Human Capital Management Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, corporate disclosure practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by the Board as a whole.


Board Evaluation

Our Corporate Governance Guidelines require the Nominating and Corporate Governance Committee to oversee a periodic assessment by the Board of the Board’s performance. As provided in our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee is responsible for establishing the evaluation criteria and implementing the process for such evaluation.


Code of Ethics

We have a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of this code in the “Corporate Governance” section of the “Investors” page of our website located at www.aviditybiosciences.com.

In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of this code.

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Insider Trading Policy and Prohibited Transactions

We have adopted an Insider Trading Compliance Policy and Procedures ("Insider Trading Policy") governing the purchase, sale and other disposition of our securities by our directors, officers, employees and other covered persons, which is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing rules, as applicable. A copy of our Insider Trading Policy is filed as an exhibit to our most recently filed Annual Report on Form 10-K. It is our policy to comply with U.S. insider trading laws and regulations, including with respect to transactions in our own securities.

Our Insider Trading Policy prohibits officers, directors and employees, and entities controlled by such individuals and members of their households, from making short sales in our equity securities; transacting in puts, calls or other derivative securities involving our equity securities, on an exchange or in any other organized market; engaging in hedging transactions; purchasing our securities on margin or pledging our securities as collateral for a loan.


Attendance by Members of the Board of Directors at Meetings

There were four meetings of the Board during the fiscal year ended December 31, 2024. Each director attended at least 75% of the aggregate of all meetings of the Board and meetings of the committees on which such director served during the period in which he or she served as a director.


COMMITTEES OF THE BOARD OF DIRECTORS

The Board has established three standing committees—Audit, Human Capital Management and Nominating and Corporate Governance—each of which operates under a charter that has been approved by the Board. All of the members of each of the Board’s three standing committees are independent as defined under the Nasdaq rules. In addition, all members of the Audit Committee meet the independence requirements for Audit Committee members under Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).

The current members of each of the Board committees and committee Chairs are set forth in the following chart.

Name of Director

Audit

Human Capital Management

Nominating and
Corporate Governance

Carsten Boess

C†

Noreen Henig, M.D.

Edward M. Kaye, M.D.

Jean Kim

Tamar Thompson

Troy Wilson, Ph.D., J.D.

C Committee Chair

† Financial Expert


Audit Committee

The Audit Committee’s main function is to oversee our accounting and financial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:

•appointing our independent registered public accounting firm;

•evaluating the qualifications, independence and performance of our independent registered public accounting firm;

•approving the audit and non-audit services to be performed by our independent registered public accounting firm;

•reviewing the design, implementation, adequacy and effectiveness of our internal accounting controls and our critical accounting policies;

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•discussing with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly unaudited financial statements;

•reviewing, overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

•reviewing on a periodic basis, or as appropriate, any investment policy and recommending to the Board any changes to such investment policy;

•reviewing with management and our auditors any earnings announcements and other public announcements regarding our results of operations;

•preparing the report that the SEC requires in our annual proxy statement;

•reviewing and approving any related party transactions and reviewing and monitoring compliance with our code of conduct and ethics;

•providing oversight of cybersecurity and other information technology risks, overseeing management's implementation of our cybersecurity risk management program, and reviewing with management periodic reports regarding our cybersecurity risk; and

•reviewing and evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee with its charter.

The members of our Audit Committee are Mr. Boess, Dr. Henig and Ms. Kim. Mr. Boess serves as the Chair of the Audit Committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. The Board has determined that Mr. Boess is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations. The Board has determined that each of Mr. Boess, Dr. Henig and Ms. Kim are independent under the applicable rules of the SEC and Nasdaq. All members of our Audit Committee are independent under Nasdaq rules and Rule 10A-3. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq, which the Audit Committee will evaluate and review at least annually. The Audit Committee met four times during 2024. Both our external auditor and internal financial personnel meet privately with the Audit Committee and have unrestricted access to this committee.


Human Capital Management Committee

The Human Capital Management Committee reviews, approves and recommends to the Board policies relating to compensation and benefits of our officers, employees and directors. The Human Capital Management Committee reviews corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Human Capital Management Committee also reviews and approves or makes recommendations to the Board regarding the issuance of stock options and other awards under our equity plan. In addition, the Human Capital Management Committee periodically reviews and recommends to the Board compensation for service on the Board and any committees of the Board. The Human Capital Management Committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time as further described in its charter. The Human Capital Management Committee will review and evaluate, at least annually, its charter, as well as review and evaluate, at least annually, the performance of the Human Capital Management Committee and its members, including compliance by the committee with its charter.

The members of our Human Capital Management Committee are Dr. Kaye, Ms. Thompson and Dr. Wilson. Dr. Kaye serves as the Chair of the committee. Our Board has determined that each member of this committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Human Capital Management Committee met four times during 2024.

Compensation Committee Interlocks and Insider Participation

None of the members of our Human Capital Management Committee is currently, or has at any time been, one of our officers or employees, with the exception of Dr. Wilson, who served as our President and Chief Executive Officer until his resignation in February 2019. None of our executive officers currently serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee (or other board

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committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of our Board or Human Capital Management Committee.


Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for assisting the Board in discharging the Board’s responsibilities regarding the identification of qualified candidates to become Board members, the selection of nominees for election as directors at our annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected), and the selection of candidates to fill any vacancies on the Board and any committees thereof. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies, reporting and making recommendations to the Board concerning governance matters and oversight of the evaluation of the Board. The members of our Nominating and Corporate Governance Committee are Dr. Henig, Dr. Kaye and Ms. Thompson. Dr. Henig serves as the Chair of the committee. The Board has determined that each member of this committee is independent under the applicable rules and regulations of Nasdaq relating to Nominating and Corporate Governance Committee independence. The Nominating and Corporate Governance Committee operates under a written charter, which the Nominating and Corporate Governance Committee will review and evaluate at least annually. The Nominating and Corporate Governance Committee met three times during 2024.

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EXECUTIVE COMPENSATION AND OTHER INFORMATION


COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis discusses the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below, whom we refer to as our “named executive officers” or "NEOs." For 2024, our named executive officers and their positions were as follows:

•Sarah Boyce, President and Chief Executive Officer

•Michael F. MacLean, Chief Financial Officer

•W. Michael Flanagan, Ph.D., Chief Scientific Officer

•Teresa McCarthy, Chief Human Resources Officer

•John B. Moriarty, Jr, J.D., Chief Legal Officer and Corporate Secretary

This compensation discussion and analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide. In addition, we explain how and why the Human Capital Management Committee and our Board arrived at specific compensation policies and decisions involving our executive officers during the fiscal year ended December 31, 2024.


Overview of 2024 Executive Compensation Decisions

In general, our named executive officers’ total compensation is tied directly to corporate and individual performance. Specific elements of our executive compensation program that demonstrate our pay-for-performance philosophy include:

•The performance measures in our short-term cash incentive program are linked to key corporate objectives;

•Our named executive officers' annual bonus opportunities are dependent entirely on corporate achievement of performance goals and individual achievement; and

•Our long-term equity incentives are provided in the form of stock options and restricted stock units, or RSUs, each of which vest over multi-year periods, and, when appropriate, performance stock units, or PSUs.

In determining the named executive officers' total compensation for 2024, the Human Capital Management Committee considered conditions affecting the biotechnology industry in light of corporate progress. The primary elements of our total direct compensation program for the named executive officers and a summary of the actions taken by the Human Capital Management Committee during 2024 are set forth below.

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Market-Based Base Salary Increases for NEOs			•Our named executive officers received base salary increases for 2024 consistent with our pay positioning philosophy of targeting target total cash compensation above the market median, placing their salary levels between the approximate 50th and 75th percentiles of similarly-situated executives at comparable companies based on our peer group.

Annual Cash Incentives Paid Based on Performance			•Based on our achievement relative to our corporate performance goals during 2024, our named executive officers’ annual incentives tied to corporate performance were paid out at 150% of target. •Our named executive officers' annual incentives tied to corporate performance are subject to further adjustment based on individual performance, as determined by our Human Capital Management Committee on a case-by-case basis, with the resulting individual performance multiplier, if any, applied to determine the final annual incentive payout.

Long-Term Incentive Compensation Vesting Over Multi-Year Periods or Based on Key Performance Objectives			•Our named executive officers receive annual awards of stock options and RSUs, each of which vest over four year periods. •Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our common stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our common stock over the long term, and they tightly align the interests of our executives with those of our stockholders. •RSU awards are granted because they are less dilutive to our stockholders, as fewer shares of our common stock are granted to achieve an equivalent value relative to stock options, and because RSU awards are an effective retention tool that maintain value even in cases where the share price is trading lower than the initial grant price. •Each named executive officer also received a special equity award consisting of a number of PSUs intended to approximate their annual target equity award value (if such awards were granted solely in the form of full value awards). The PSUs vest in three equal tranches based on achievement of three key goals related to our del-desiran, del-brax and del-zota candidates, each of which must be achieved prior to December 31, 2029.

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Our Executive Compensation Practices

We endeavor to maintain sound executive compensation policies and practices consistent with our executive compensation philosophy. The following table highlights some of our executive compensation policies and practices, which are structured to drive performance and align our executives’ interests with our stockholders’ long-term interests:


WHAT WE DO

✓ Pay for Performance. We design our executive compensation program to align pay with company performance.

✓ Significant Portion of Compensation is at Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, including short-term cash incentives and long-term cash and equity incentives, to align the interests of our executive officers and stockholders.

✓ Independent Compensation Committee. The Human Capital Management Committee is comprised solely of independent directors.

✓ Independent Compensation Advisor Reports Directly to the Human Capital Management Committee. The Human Capital Management Committee engages its own compensation consultant to assist with making compensation decisions.

✓ Annual Market Review of Executive Compensation. The Human Capital Management Committee and its compensation consultant annually assess competitiveness and market alignment of our compensation plans and practices.

✓ Multi-Year or Performance Vesting Requirements. The equity awards granted to our executive officers vest over multi-year periods or based on performance goals tied to key corporate objectives, consistent with current market practice and our retention objectives.

✓ Minimize Inappropriate Risk Taking. Our compensation program is weighted toward long-term incentive compensation to discourage short-term risk taking, and it includes goals that are quantifiable with objective criteria, multiple performance measures and caps on short-term incentive compensation.

✓ “Double Trigger” Change in Control Cash Severance Benefits. The employment agreements with our named executive officers do not include any “single trigger” change in control cash severance benefits.

✓ Competitive Peer Group. Our Human Capital Management Committee selects our peers from biotechnology and pharmaceutical companies that are similar to us with respect to market capitalization, revenue, headcount, commercialization stage, and geographic region, while also taking into account a number of qualitative criteria.

✓ Clawback Policy. We maintain a clawback policy as required by SEC and Nasdaq rules to recover erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement.

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WHAT WE DON’T DO

X No Special Health or Welfare Benefits for Executives. Our executive officers participate in broad-based, company-sponsored health and welfare benefits programs on the same basis as our other employees. Executives do not have access to special benefits programs.

X No Post-Employment Tax Gross-Ups. We do not provide any post-employment tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.

X No Hedging Transactions by Employees or Directors. Our Insider Trading Compliance Policy and Procedures prohibits our employees (including executive officers) and directors from engaging in hedging or short-term speculative transactions involving our securities.


Compensation Philosophy and Objectives

We recognize that the ability to excel depends on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, the key objectives of our executive compensation program are:

•To attract, engage and retain an executive team who will provide leadership for our future success by providing competitive total pay opportunities.

•To establish a direct link between our business results, individual executive performance and total executive compensation.

•To align the interests of our executive officers with those of our stockholders.

Compensation Determination Process

Role of the Human Capital Management Committee

The Human Capital Management Committee of our Board develops, reviews and approves each of the elements of our executive compensation program. The Human Capital Management Committee also regularly assesses the effectiveness and competitiveness of our compensation programs.

In the first quarter of each year, the Human Capital Management Committee reviews the performance of each of our named executive officers during the previous year. At this time the Human Capital Management Committee also reviews our performance relative to the corporate performance goals set by the Board for the year under review and makes the final bonus payment determinations based on our overall corporate performance and the Human Capital Management Committee’s evaluation of each named executive officer’s performance for the year under review. In connection with this review, the Human Capital Management Committee also reviews and adjusts, as appropriate, annual base salaries for our named executive officers and grants, as appropriate, additional equity awards to our named executive officers and certain other eligible employees. The Chief Executive Officer also prepares a draft of the corporate performance goals for the current year for the Board to review and approve.

Role of Our Executive Officers

Our Chief Executive Officer, with the assistance and support of our Chief Human Resources Officer, our Chief Legal Officer and our human resources department, aids the Human Capital Management Committee by providing annual recommendations regarding the compensation of our named executive officers. The Human Capital Management Committee also, on occasion, meets with our Chief Executive Officer to obtain recommendations with respect to our compensation programs and practices generally. The Human Capital Management Committee considers, but is not bound to accept, the Chief Executive Officer’s recommendations with respect to named executive officer compensation.

Our Chief Executive Officer generally attends all of the Human Capital Management Committee meetings, but the Human Capital Management Committee also holds executive sessions that are not attended by any members of management or non-independent directors, as needed from time to time. Any deliberations or decisions regarding the compensation of our Chief Executive Officer are made without her present.

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Role of Compensation Consultant and Comparable Company Information

The Human Capital Management Committee is authorized to retain the services of third-party compensation consultants and other outside advisors, from time to time, to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

In 2024, the Human Capital Management Committee retained Alpine Rewards, LLC ("Alpine"), an independent third-party compensation consulting firm, for guidance in making compensation decisions and determining 2024 executive and director compensation. Specifically, the Human Capital Management Committee requested Alpine to advise it on a variety of compensation-related issues, including:

•conducting an analysis of current practices of comparable public companies to assist the Human Capital Management Committee in developing director and executive compensation levels;

•reviewing our peer group to determine whether additional or different peer companies or groups are necessary to provide appropriate information on market practices and compensation levels; and

•providing general information concerning director and executive compensation trends and developments.

Alpine did not provide any other services to us in 2024 beyond its engagement as an advisor to the Human Capital Management Committee on director, executive and non-executive compensation matters. The Human Capital Management Committee assessed the independence of Alpine pursuant to SEC and Nasdaq rules and concluded that no conflict of interest existed that would have prevented Alpine from serving as an independent consultant to the Human Capital Management Committee currently or during 2024.

Competitive Positioning

The Human Capital Management Committee reviews our peer group annually to reflect changes in market capitalization and other factors, including acquisitions, and revises the companies included in the peer group accordingly. For 2024, Alpine assisted the Human Capital Management Committee in identifying an appropriate peer group of companies for use as a reference when determining 2024 director and executive compensation. The peer group identified below was selected in September 2023 for purposes of setting 2024 compensation and the selection criteria identified below were measured at such date.

The identified peer group consisted of 20 life sciences companies in similar phases of development as our company. This peer group was selected based on the following parameters and not on the basis of the compensation levels of executives at the companies within this group:


MARKET CAPITALIZATION			•Generally between $300 million to $3.0 billion as of July 2023, representing a range of 0.3x to 3.0x our market capitalization at the time the peer group was established (approximately $800 million). •Our market capitalization was positioned near the 67th percentile of the peers at the time the peer group was selected in September 2023.
SECTOR AND STAGE			• Newly public (within the last five years) U.S. biopharma organizations. •Emphasis on companies with a similar therapeutic focus to ours, where possible. •Emphasis on Phase 1 to 2 companies to reflect our Phase 1/2 stage of development for our lead product candidate at the time the peer group was selected.
HEADCOUNT			• Companies with generally fewer than 400 employees based on our headcount of 211 employees in September 2023.
GEOGRAPHIC LOCATION			•Focused on West Coast or other biotech “hub” locations that reflect our talent market.

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For 2024, this peer group consisted of the following companies:


Arcturus Therapeutics Holdings			Kymera Therapeutics
Beam Therapeutics			Morphic Holding
Crinetics Pharmaceuticals			Pliant Therapeutics
Dyne Therapeutics			RAPT Therapeutics
Editas Medicine			Rocket Pharmaceuticals
Erasca			Stoke Therapeutics
IGM Biosciences			Vaxcyte
Inhibrx Inc			Ventyx Biosciences
Janux Therapeutics			Verve Therapeutics
Kura Oncology			Zentalis Pharmaceuticals

Our Human Capital Management Committee reviewed the foregoing comparable company data in connection with its determinations of the 2024 base salaries, total target cash and company-issued equity ownership for our named executive officers. The Human Capital Management Committee attempts to set total direct compensation opportunities for the named executive officers generally between the 50th and 75th percentiles, with a greater emphasis on performance-based and equity-based compensation. The Human Capital Management Committee does not, however, rely entirely on that data to determine named executive officer compensation. Instead, as described above and consistent with past practice, the Human Capital Management Committee members rely on their judgment and experience in setting those compensation levels and making those awards. As a result, variations on this pay positioning occur from year to year.

We expect that the Human Capital Management Committee will continue to review comparable company data in connection with setting the compensation we offer our named executive officers to help ensure that our compensation programs are competitive and fair.

The compensation levels of the named executive officers reflect to a significant degree the varying roles and responsibilities of such executives. As a result of the Human Capital Management Committee’s and the Board's assessment of our Chief Executive Officer’s roles and responsibilities within our company, there are significant compensation differentials between our Chief Executive Officer and our other named executive officers.

Results of 2024 Say on Pay Vote

At the 2024 annual meeting of stockholders, our stockholders voted, on an advisory basis, to approve our executive compensation, and approximately 98.5% of votes cast on the proposal were voted in favor of the say on pay proposal. The Human Capital Management Committee took the results of the advisory vote into consideration in making its executive compensation decisions for 2025, but its awareness of the advisory vote did not affect the committee’s decisions. The say on pay vote is advisory and, therefore, not binding on the Board or on the Company; however, because our stockholders will vote again, on an advisory basis, at the Annual Meeting on whether to approve our executive compensation, the Human Capital Management Committee intends to consider the results of the 2025 say on pay vote in future compensation decisions.


Executive Compensation Components

The following describes each component of our executive compensation program, the rationale for each, and how compensation amounts are determined.

Base Salaries

In general, base salaries for our named executive officers are initially established through a market assessment of total compensation, taking into account such executive’s qualifications, experience and compensation expectations. Base salaries of our named executive officers are approved and reviewed annually by our Human Capital Management Committee and adjustments to base salaries are based on the scope of an executive’s responsibilities, individual contribution, prior experience and sustained performance. This strategy is consistent with our intent of offering compensation that is cost-effective, competitive and contingent on the achievement of performance goals.

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In January 2024, the Human Capital Management Committee reviewed the base salaries of our named executive officers. The Human Capital Management Committee, in consultation with our Chief Executive Officer (with respect to the salaries of our other named executive officers) and its independent compensation consultant, determined that the base salaries of our named executive officers would be as follows, which increases were effective January 1, 2024:


Named Executive Officer	2024 Base Salary		Percentage Increase from 2023
Sarah Boyce	$	659,900	4.0	%
Michael F. MacLean	$	490,800	4.0	%
W. Michael Flanagan, Ph.D.	$	500,300	6.3	%
Teresa McCarthy	$	456,900	4.0	%
John B. Moriarty, Jr, J.D.(1)	$	500,000	N/A

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(1)Mr. Moriarty joined the Company in August 2024 and earned the portion of his base salary representing the amount of time during 2024 he was employed by the Company, which amount is reported in the "2024 Summary Compensation Table" below.

The foregoing increases placed our named executive officers’ salaries generally between the 50th and 75th percentile of similarly situated executives. The actual base salaries paid to all of our named executive officers for 2024 are set forth in the “2024 Summary Compensation Table” below.

Performance Bonuses

Overview of Performance Bonuses

Each named executive officer is also eligible for a performance bonus based upon the achievement of pre-determined corporate performance goals approved by our Human Capital Management Committee. Bonus targets are established based on percentages of the executives’ respective base salaries for the relevant bonus year. The target levels for executive bonuses in 2024 were as follows: 55% of base salary for Ms. Boyce and 40% of base salary for each of Mr. MacLean, Dr. Flanagan, Ms. McCarthy and Mr. Moriarty. The target bonus levels of our named executive officers as a percentage of base salary remained unchanged from 2023. The actual bonuses awarded in any year, if at all, may be more or less than the target, depending on the achievement of corporate objectives.

The Human Capital Management Committee and the Board each year approves the corporate goals and milestones for the upcoming year, after considering recommendations from management and the company’s strategic objectives. For 2024, each named executive officer was eligible for a performance bonus based upon the achievement of certain corporate performance goals and objectives approved by our Board in December 2023. These performance goals and objectives were used as a guide by our Human Capital Management Committee in determining overall corporate performance for these executives as they represented those areas in which they were expected to focus their efforts during the year.

All final bonus payments to our named executive officers are determined by our Human Capital Management Committee.


2024 Corporate Performance Goals

The corporate goals for 2024 fell into the following categories: (i) advancing our clinical programs for del-desiran, del-brax and del-zota, including launch strategies (weighted at 60%), (ii) progressing our precision cardiology pipeline and innovating on next generation technology (weighted at 20%) and (iii) enhancing our culture and organizational capabilities while ensuring we maintain adequate capital to progress our business model (weighted at 20%).

The 2024 performance goals were set at levels such that the attainment of executive target annual cash incentive award opportunities was not assured at the time they were established and would require a high level of effort and execution on the part of the executive officers and others in order to achieve the goals. The Human Capital Management Committee also specified a “stretch” weighting for certain clinical goals, corresponding to additional credit that could be achieved for those goals in the event of over performance in that area, generally representing up to an additional 50% in the aggregate of the target level for the corporate goals.

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To determine the actual attainment of the corporate goals established for 2024, the Human Capital Management Committee employed a holistic analysis that took into account both the extent to which the performance goals had been achieved or exceeded as well as the relative difficulty of achieving the goals that were met and that were only partially met. In late 2024, in light of our strong performance against the objectives set by the Human Capital Management Committee, the Human Capital Management Committee determined our corporate performance percentage to be 150% of the target performance level for 2024. In coming to this determination, the Human Capital Management Committee noted that, with respect to del-desiran, the Company advanced the global launch strategy for this investigational therapy by achieving regulatory alignment with the FDA and EMA on the design of the global Phase 3 HARBORTM trial, initiated and began enrollment of the Phase 3 HARBOR trial, obtained the removal of the partial clinical hold related to del-desiran, developed and began executing on a roadmap to commercialization of del-desiran and launched a global education and awareness campaign on myotonic dystrophy type 1 and myotonia.

Regarding del-brax, the Company generated a data package to inform the design of the pivotal strategy for del brax, it developed and began executing on a roadmap to commercialization of del-brax and defined a scientific medicinal education strategy for del-brax. Regarding del-zota, the Company generated a data package for alignment with the FDA on a possible path for accelerated approval, developed and began executing on a roadmap for commercialization of del-zota and finalized its DMD franchise strategy based on the foregoing data package of del-zota.

The Company also achieved goals of meeting certain pre-clinical milestones in its wholly-owned precision cardiology program and advancing on its innovative next generation AOC technology, in addition to certain cultural goals within the Company and ensuring adequate capital.

This 150% achievement level was applied to each named executive officer’s target bonus level.

The annual bonuses paid to our named executive officers for 2024 are set forth in the Summary Compensation Table below.

Equity-Based Incentive Awards

The goals of our long-term, equity-based incentive awards are to align the interests of our named executive officers and all employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued employment over multiple years, our equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. In determining the size of the long-term equity incentives to be awarded to our named executive officers, we take into account a number of internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions to us, the size of prior grants as well as comparable company information, as described below. We have had no program, plan or practice pertaining to the timing of stock option grants to named executive officers coinciding with the release of material non-public information.

We use equity awards to compensate our named executive officers both in the form of initial grants in connection with the commencement of employment and annual refresher grants. Our Human Capital Management Committee typically approves annual equity awards during the first quarter of each year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant program, the Human Capital Management Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Human Capital Management Committee.

Equity Vehicles

Annual equity awards are granted under our 2020 Incentive Award Plan ("2020 Plan"), using a mix of different equity instruments to further its goal of attracting and retaining top performers and to balance the relative advantages of different instruments. During 2024, we granted our named executive officers stock options, RSUs and PSUs. Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our common stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our common stock over the long term, and they tightly align the interests of our executives with those of our stockholders.

The exercise price of each stock option grant is the fair market value of our common stock on the grant date, as determined by our Board from time to time. Option awards granted at the time of commencement of

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employment generally vest as to 25% of the award on the first anniversary of the vesting commencement date, with the remainder vesting in equal monthly installments over a three-year period thereafter. Option awards granted as part of our ongoing, annual award program generally vest in equal monthly installments over a four-year period. From time to time, our Human Capital Management Committee may, however, determine that a different vesting schedule is appropriate.

We also grant RSUs to our named executive officers. Like option awards, RSUs are an important vehicle for tying executive pay to performance, since the award value upon vesting is tied directly to the value of our common stock. RSUs also complement stock option awards in the total mix of long term incentive awards because they are less dilutive to our stockholders, as fewer shares of our common stock are granted to achieve an equivalent value relative to stock options. RSUs serve as an important retention tool since they vest in four equal annual installments. From time to time, our Human Capital Management Committee may, however, determine that a different vesting schedule is appropriate.

In 2024, we again granted PSUs to our named executive officers to further align our executives’ compensation opportunities with company objectives intended to drive long-term stockholder value, as described below. Like RSUs, the award value upon vesting is tied directly to the value of our common stock. PSUs provide a performance-based component to our named executive officers’ long-term incentive opportunities to complement the service-based vesting requirements applicable to the options and RSUs we also grant.

2024 Annual Equity Awards

Generally, the Human Capital Management Committee determines the value of each executive officer’s annual equity grant using competitive market analysis prepared by Alpine with market data for each role, the recommendations of our Chief Executive Officer based on her evaluation of individual performance (except with respect to her own performance), the extent to which the executive officer is currently vested in his or her stock awards, the scope and criticality of the executive’s role and parity in targets among executives in roles of a given level.

In January 2024, the Human Capital Management Committee approved the ordinary course annual equity awards for our named executive officers with approximately 80% of the total value of the awards allocated in the form of options and 20% in the form of RSUs. The equity awards granted to our named executive officers in the first quarter of each year are generally intended to align with the 75th percentile of our peers. The equity awards granted to our named executive officers for 2024 are set forth in the “Grants of Plan-Based Awards" table below, each of which vests over four years in accordance with the standard vesting schedules described above.

2024 Special PSU Awards

In October 2024, the Human Capital Management Committee approved special awards of PSUs to our current named executive officers. These special equity awards were intended by the Human Capital Management Committee to serve as special retention and incentive awards, designed to align shareholder and executive interests with three potential commercial drug launches over the next three years, reinforce and meaningfully reward the executive team's focus on achieving key strategic objectives, and to incentivize our executives to exceed performance benchmarks and reinforce our culture of high performance and accountability by tying the vesting of such PSUs to challenging goals within a relatively short performance timeline. The Human Capital Management Committee made this determination after consideration of the recommendations of Alpine regarding the role of such awards in retaining the named executive officers, including a review of the equity holdings of the named executive officers and the fact that the performance objectives under the PSUs granted in 2023 had been achieved.

Each named executive officer received a number of PSUs intended to approximate their annual target equity award value (if such awards were granted solely in the form of full value awards). The PSUs vest in three equal tranches based on key goals related to our del-desiran, del-brax and del-zota candidates, each of which must be achieved prior to December 31, 2029. In the event of a named executive officer's termination of employment, any unearned PSUs will be forfeited. The PSUs are eligible to vest in full upon a change in control.

Vesting of 2023 PSUs

In September 2023, our named executive officers serving at the time were granted PSUs that were eligible to vest in four equal tranches based on achievement of two key clinical development goals related to our del-desiran and del-zota product candidates. To the extent a clinical development goal was achieved, 25% of the PSUs were eligible to vest upon such achievement and an additional 25% of the PSUs were eligible to vest six months following such achievement, subject to continued service.

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On June 17, 2024, we initiated the Phase 3 HARBOR trial for del-desiran, and on September 11, 2024, we completed a clinical milestone related to del-brax, resulting in all of the PSUs being eligible to vest, subject to the service-based requirement described above. As a result, all of the PSUs granted in 2023 were vested as of March 11, 2025.

2024 New Hire Equity Awards to Mr. Moriarty

In connection with his commencement of employment, Mr. Moriarty was granted stock options and RSUs, as reflected in the “Grants of Plan-Based Awards Table” below.

Health, Welfare, and Retirement Benefits

Health and Welfare Benefits

Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on generally the same basis as all of our other employees. We do, however, pay the premiums for term life insurance for all of our employees, including our named executive officers.

Retirement Savings

We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees. Our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides that each participant may make pre-tax deferrals from his or her compensation up to the statutory limit, which is $23,500 for calendar year 2025. Participants that are 50 years or older can also make “catch-up” contributions which, in calendar year 2025, was up to an additional $7,500 above the statutory limit. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee. We also match employee contributions under the 401(k) plan in the amount of 100% of employee contributions up to 4% of their eligible compensation.

Other Benefits

Our Board may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests. We generally do not provide significant perquisites or personal benefits to our named executive officers.

Post-Termination and Change in Control Benefits

Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a change in control of our company. The employment agreements with each of our named executive officers provide for accelerated vesting of all outstanding equity awards, as well as certain other benefits upon a qualifying termination in connection with a change in control of our company. For additional discussion, please see “—Employment Agreements with Our Named Executive Officers” below.


Prohibition on Certain Transactions in Avidity Securities

Our Insider Trading Compliance Policy and Procedures prohibits our named executive officers, and entities controlled by such individuals and members of their households, from making short sales in our equity securities, transacting in puts, calls or other derivative securities involving our equity securities, on an exchange or in any other organized market, engaging in hedging transactions, purchasing our securities on margin or pledging our securities as collateral for a loan.

Tax and Accounting Considerations

Deductibility of Executive Compensation

The Human Capital Management Committee and our Board have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for “covered employees.” While we consider the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the Human Capital Management Committee, however, retains the discretion to approve compensation that may not qualify for the

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compensation deduction if, considering all applicable circumstances, it would be in our best interest for such compensation to be paid without regard to whether it may be tax deductible.

Accounting for Stock-Based Compensation

Under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), we are required to estimate the grant date “fair value” for each grant of equity award using various assumptions. This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize any value from their awards. ASC 718 also requires us to recognize the compensation cost of stock-based awards in our income statements over the period that an employee is required to render service in exchange for the award.

Risk Assessment of Compensation Program

In March 2025, management assessed our compensation program for the purpose of reviewing and considering any risks presented by our compensation policies and practices that are reasonably likely to have a material adverse effect on us. As part of that assessment, management reviewed the primary elements of our compensation program, including base salary, short-term incentive compensation and long-term incentive compensation. Management’s risk assessment included a review of the overall design of each primary element of our compensation program, and an analysis of the various design features, controls and approval rights in place with respect to compensation paid to management and other employees that mitigate potential risks to us that could arise from our compensation program. Following the assessment, management determined that our compensation policies and practices did not create risks that were reasonably likely to have a material adverse effect on us and reported the results of the assessment to our Human Capital Management Committee.

Policy for Recovery of Erroneously Awarded Compensation

In September 2023, the Human Capital Management Committee adopted a new Policy for Recovery of Erroneously Awarded Compensation, or the Clawback Policy, that is intended to satisfy new applicable SEC and Nasdaq rules, and can be accessed in the 2024 Annual Report. The Clawback Policy applies to all incentive-based compensation received by our current and former executive officers on or after October 2, 2023. As set forth in the Clawback Policy, if such compensation is later determined to have been erroneously awarded in the event of an accounting restatement of our financial statements, the Human Capital Management Committee is required to administer the recovery of the applicable compensation. Persons covered under the Clawback Policy are not entitled to indemnification in connection with enforcement of the Clawback Policy. Each of our named executive officers has executed an acknowledgment agreement conditioning receipt of compensation on adherence to the Clawback Policy.

Equity Award Timing Policies and Practices

Equity awards to employees are typically granted in connection with the Company’s annual award process in the first quarter of each year, as well as to new hires in connection with their commencement of employment. We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Human Capital Management Committee before granting an equity award, it will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. For all stock option awards, the exercise price is the closing price of our common stock on the Nasdaq Stock Market on the date of the grant (or if the grant date is not a trading day, then on the immediately preceding trading day). During 2024, we did not grant stock options, stock appreciation rights, or similar option‐like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 10-K, 10-Q, or Form 8-K that discloses material nonpublic information.


Compensation Committee Report

The Human Capital Management Committee of our board of directors, which performs functions equivalent to a compensation committee, has submitted the following report for inclusion in this proxy statement:

The Human Capital Management Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on such review and discussions, the Human Capital Management Committee has recommended to the board of directors that the Compensation Discussion and

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Analysis be included in this proxy statement and in the Annual Report on Form 10-K for the year ended December 31, 2024, filed by us with the SEC.

This report of the Human Capital Management Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Human Capital Management Committee.

Respectfully submitted,

The Human Capital Management Committee of the Board of Directors

Edward M. Kaye, M.D. (Chair)

Tamar Thompson

Troy Wilson, Ph.D., J.D.

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COMPENSATION TABLES


2024 Summary Compensation Table

The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our named executive officers for services rendered for the years ended December 31, 2024, 2023 and 2022.


Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-equity incentive plan compensation ($)(2)	All other compensation ($)(3)	Total ($)
Sarah Boyce	2024	659,900		—	10,748,480	2,157,090	594,000	17,010	14,176,480
President and Chief Executive Officer	2023	634,500		—	2,766,000	7,374,840	349,000	15,379	11,139,719
	2022	601,400		—	—	4,319,275	430,100	15,336	5,366,111
Michael F. MacLean	2024	490,800		—	3,340,440	762,172	331,300	17,010	4,941,722
Chief Financial Officer	2023	471,900		—	1,072,695	2,728,691	188,760	14,082	4,476,128
	2022	451,500		—	—	1,333,894	234,800	15,336	2,035,530
W. Michael Flanagan, Ph.D.	2024	500,300		—	3,315,040	632,746	337,800	17,010	4,802,896
Chief Scientific Officer	2023	470,600		—	1,555,800	2,654,942	188,240	16,379	4,885,961
	2022	422,000		—	—	1,387,250	241,400	15,336	2,065,986
Teresa McCarthy	2024	456,900		—	3,279,480	560,843	308,500	17,010	4,622,733
Chief Human Resources Officer	2023	439,300		—	1,106,400	1,991,207	175,720	13,766	3,726,393
	2022	420,300		—	—	1,600,673	229,500	15,336	2,265,809
John B. Moriarty, Jr, J.D.	2024	208,333	(4)	—	4,226,090	5,081,184	168,800	14,789	9,699,196
Chief Legal Officer and Corporate Secretary

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(1)Represents the grant date fair value of RSU, PSU and option awards granted in the applicable fiscal year. In accordance with SEC rules, these columns reflect the aggregate fair value of the awards granted to our NEOs computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Notes 2 and 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025. This amount does not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the awards or the sale of the common stock underlying such awards. The PSU awards granted in 2024 are valued at target, which also represents the maximum performance level under such 2024 PSUs. If the PSU awards granted during 2023 were valued at maximum, the amounts shown in this column for 2023 for such PSU awards would be: Ms. Boyce, $1,642,500; Mr. MacLean, $657,000; Dr. Flanagan, $657,000; and Ms. McCarthy, $657,000.

(2)Represents annual bonuses for the applicable year under our annual bonus plan, as described above.

(3)For 2024, this includes (i) life insurance premiums of $1,410 for each NEO, other than John B. Moriarty who had premiums of $596, (ii) a 401(k) matching contribution of $13,800 for each NEO, other than John B. Moriarty who had matching contributions of $13,443 and (iii) a work from home stipend in the amount of $1,800 for each NEO, other than John B. Moriarty who had a work from home stipend in the amount of $750.

(4)John B. Moriarty began his employment with the Company on August 1, 2024. The salary presented for the 2024 period is representative of his earned salary for the year ended December 31, 2024, equivalent to 5 months of his annual salary of $500,000.

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2024 Grants of Plan-Based Awards

The following table sets forth summary information regarding grants of plan-based awards made to our named executive officers during the year ended December 31, 2024.


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Non-Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stocks (#)		All Other Option Awards: Number of Securities Underlying Options (#)(4)	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value For Stock and Option Awards ($)(5)
		Threshold ($)	Target ($)(1)	Maximum ($)	Threshold (#)	Target (#)		Maximum (#)
Sarah Boyce	—	—	455,340	683,010	—	—		—	—		—	—	—
	1/20/2024	—	—	—	—	—		—	—		300,000	10.16	2,157,090
	1/20/2024	—	—	—	—	—		—	62,500	(3)	—	—	635,000
	10/30/2024	—	—	—	—	234,000	(2)	—	—		—	—	10,113,480
Michael F. MacLean	—	—	238,545	357,818	—	—		—	—		—	—	—
	1/20/2024	—	—	—	—	—		—	—		106,000	10.16	762,172
	1/20/2024	—	—	—	—	—		—	22,500	(3)	—	—	228,600
	10/30/2024	—	—	—	—	72,000	(2)	—	—		—	—	3,111,840
W. Michael Flanagan, Ph.D.	—	—	247,680	371,520	—	—		—	—		—	—	—
	1/20/2024	—	—	—	—	—		—	—		88,000	10.16	632,746
	1/20/2024	—	—	—	—	—		—	20,000	(3)	—	—	203,200
	10/30/2024	—	—	—	—	72,000	(2)	—	—		—

SEC Form DEF 14A filed by Avidity Biosciences Inc.