DEF 14A 1 tmb-20220609xdef14a.htm DEF 14A

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		Filed by a Party other than the
Registrant ☒		Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

GENERATION BIO CO.

(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 the appropriate box):


☒	No fee required.

☐	Fee paid previously with preliminary materials.

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

GENERATION BIO CO.

301 Binney Street

Cambridge, MA 02142

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To be held June 9, 2022

You are cordially invited to attend the 2022 Annual Meeting of Stockholders, or the Annual Meeting, of Generation Bio Co., which is scheduled to be held on Thursday, June 9, 2022 at 8:00 a.m. Eastern time. We have determined that the annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/GBIO2022. Further information about how to attend the annual meeting online, vote your shares during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

Only stockholders who owned common stock at the close of business on April 11, 2022 can vote at the Annual Meeting or any adjournment or postponement that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

1.	Election of three Class II directors to our board of directors, each to serve until the 2025 annual meeting of stockholders;

2.	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

3.	Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers;

4.	Approval, on an advisory (non-binding) basis, of the frequency of the advisory vote to approve the compensation of our named executive officers; and

5.	Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information, including the nominees for directors, in the attached proxy statement. The board of directors recommends that you vote in favor of each of proposals one through four as outlined in the attached proxy statement.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 26, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record on our books at the close of business on April 11, 2022, the record date for the Annual Meeting, and we will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website referenced in the Notice or may request to receive a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, for the Annual Meeting and on an ongoing basis.

If you are a stockholder of record, you may vote in one of the following ways:

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Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

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Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);

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Vote by Mail, if you received (or requested and received) a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

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Vote online during the Annual Meeting. The annual meeting will be a virtual only meeting, which can be accessed at www.virtualshareholdermeeting.com/GBIO2022. Stockholders will have the ability to attend the virtual meeting and vote online during the meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee or custodian, you should receive instructions from the bank, broker or nominee or custodian that you must follow for your shares to be voted.

Beginning on May 27, 2022, a complete list of stockholders of record will be made available for examination by stockholders of record at our corporate headquarters at 301 Binney Street, Cambridge, MA 02142 and at www.virtualshareholdermeeting.com/GBIO2022.

Whether or not you plan to attend the Annual Meeting online, we urge you to take the time to vote your shares.


	By order of the Board of Directors,

	/s/ Geoff McDonough, M.D.
	Geoff McDonough, M.D.
	President and Chief Executive Officer

Cambridge, MA

April 26, 2022

Generation Bio Co.

Proxy Statement

Table of Contents

PROXY STATEMENT‌6

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING‌7

Purpose of the Annual Meeting‌7

Board of Directors Recommendations‌7

Availability of Proxy Materials‌7

Who Can Vote at the Annual Meeting‌7

How to Vote‌8

Ballot Measures Considered “Discretionary” and “Non-Discretionary”‌9

Quorum‌9

Votes Required‌9

Method of Counting Votes‌10

Revoking a Proxy; Changing Your Vote‌10

Costs of Proxy Solicitation‌10

Voting Results‌10

Householding‌10

PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS‌11

Nominees for Election as Class II Directors‌12

Directors Continuing in Office‌13

Class III Directors (Term Expires at 2023 Annual Meeting)‌13

Class I Directors (Term Expires at 2024 Annual Meeting)‌14

Executive Officers Who Are Not Directors‌15

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM‌16

Audit Committee Pre-Approval Policy and Procedures‌16

REPORT OF THE AUDIT COMMITTEE‌18

CORPORATE GOVERNANCE‌19

Director Nomination Process‌19

Director Independence‌20

Board Diversity Matrix‌20

Board Committees‌21

Audit Committee‌21

Talent Committee‌22

Nominating and Corporate Governance Committee‌23

Board and Committee Meetings Attendance‌24

Director Attendance at Annual Meeting of Stockholders‌24

Code of Business Conduct and Ethics‌24

Corporate Governance Guidelines‌24

Board Leadership Structure and Board’s Role in Risk Oversight‌24

Corporate Social Responsibility (CSR)‌25

Communication with Our Directors‌26

DIRECTOR COMPENSATION‌28

Non-Employee Director Compensation Program‌28

EXECUTIVE COMPENSATION‌30

Compensation Discussion and Analysis‌30

Overview‌30

Company Background‌30

Business Environment and Performance‌30

Compensation Philosophy and Process‌30

Compensation Elements and Decisions‌33

Annual Base Salary‌33

Short-term Incentives‌34

Long-term Incentives‌35

Potential Payments Upon Termination or Change in Control‌36

Benefits‌37

Anti-Hedging Policy‌37

No Tax Gross-Ups‌37

Tax and Accounting Considerations‌37

Compensation Risk Assessment‌38

Talent Committee Report‌38

Summary Compensation Table‌39

Grants of Plan-Based Awards Table‌40

Outstanding Equity Awards at Fiscal Year-End‌41

Option Exercises and Stock Vested Table‌42

Employment, Severance and Change in Control Arrangements‌42

Securities Authorized for Issuance Under Equity Compensation Plans‌46

2017 Stock Incentive Plan‌46

2020 Stock Incentive Plan‌48

2020 Employee Stock Purchase Plan‌51

CEO Pay Ratio‌53

PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION‌54

PROPOSAL NO. 4—ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES‌55

TRANSACTIONS WITH RELATED PERSONS‌56

Participation in our January 2021 offering‌56

Registration rights‌56

Indemnification agreements‌56

Policies and procedures for related person transactions‌56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT‌58

DELINQUENT SECTION 16(A) REPORTS‌61

STOCKHOLDER PROPOSALS‌62

OTHER MATTERS‌63

GENERATION BIO CO.

301 Binney Street

Cambridge, MA 02142

(617) 655-7500

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

to be held June 9, 2022

This proxy statement and the proxy card contain information about the Annual Meeting of Stockholders of Generation Bio Co., or the Annual Meeting, to be held on Thursday, June 9, 2022 at 8:00 a.m. Eastern time. We have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/GBIO2022. Further information about how to attend the annual meeting online, vote your shares during the meeting and submit questions during the meeting is included in this proxy statement. The board of directors of Generation Bio is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Generation Bio,” “the company”, “our,” “we” or “us” refers to Generation Bio Co. and its wholly owned subsidiary.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 9, 2022:

This proxy statement and our 2021 Annual Report to Stockholders are

available for viewing, printing and downloading at http://www.proxyvote.com.

You may also access this proxy statement and our 2021 Annual Report to Stockholders on the

“Investor Center” section on our website, which is located at http://www.generationbio.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or 2021 Annual Report, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Generation Bio Co., 301 Binney Street, Cambridge, MA 02142. This proxy statement and our 2021 Annual Report are also available on the SEC’s website at http://www.sec.gov.

On or about April 26, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record (other than those who previously requested electronic or paper delivery of proxy materials), directing stockholders to a website where they can access our proxy materials, including this proxy statement, a proxy card and our 2021 Annual Report to Stockholders, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Purpose of the Annual Meeting

At the Annual Meeting, our stockholders will consider and vote on the following matters:

Election of three Class II directors to our board of directors, each to serve until the 2025 annual meeting of stockholders;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers;

Approval, on an advisory (non-binding) basis, of the frequency of the advisory vote to approve the compensation of our named executive officers; and

Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this proxy statement, we are not aware of any business to come before the Annual Meeting other than the first four items noted above.

Board of Directors Recommendations

Our board of directors unanimously recommends that you vote:

FOR the election of the three nominees to serve as Class II directors on our board of directors for a three-year term;

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; and

FOR the approval, on an advisory (non-binding) basis, of an annual vote on the compensation of our named executive officers.

Availability of Proxy Materials

The Notice regarding our proxy materials, including this proxy statement and our 2021 Annual Report to Stockholders, is being mailed to stockholders beginning on or about April 26, 2022. Our proxy materials, including this proxy statement, a proxy card and our 2021 Annual Report to Stockholders, are also available for viewing, printing and downloading on the Internet at http://www.proxyvote.com.

Who Can Vote at the Annual Meeting

Only holders of our common stock as of the close of business on the record date of April 11, 2022, or the Record Date, are entitled to receive notice of the Annual Meeting and to vote the shares of our common stock that they held on that date. As of the Record Date, there were 57,074,903 shares of common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Difference between a “stockholder of record” and a beneficial owner of shares held in “street name”

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare, then you are considered a “stockholder of record” of those shares. In this case, the Notice has been sent to you directly by us.

You may vote your shares by proxy prior to the Annual Meeting by following the instructions contained in this proxy statement or in the Notice.

Beneficial Owners of Shares Held in Street Name. If your shares are held in a brokerage account or by a bank, broker or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” In this case, the Notice and voting instructions should have been 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. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.

How to Vote

If you are a stockholder of record, you can vote your shares in one of two ways: either by proxy or live online at the Annual Meeting. If you choose to vote by proxy, you may do so by telephone, via the Internet or by mail. Each of these methods is explained below. If you are a beneficial owner of shares held in “street name,” you can vote your shares by following the instructions contained on the voting instruction card provided to you by the bank, broker or other nominee or custodian that holds your shares. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.

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By Telephone. You may transmit your proxy voting instructions by calling 1-800-690-6903. You will need to have your Notice or proxy card in hand when you call.

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Via the Internet. You may transmit your proxy voting instructions via the Internet by accessing the website specified on the enclosed proxy card. You will need to have your Notice or proxy card in hand when you access the website.

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By Mail. If you received (or requested and received) a printed copy of the proxy materials, you may vote by proxy by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you.

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Live online at the Annual Meeting. The Annual Meeting will be a virtual only meeting, which can be accessed at www.virtualshareholdermeeting.com/GBIO2022. Stockholders will have the ability to attend the virtual meeting and vote online during the meeting up until the closing of the polls.

Telephone and Internet voting for stockholders of record will be available up until 11:59 p.m. Eastern time on June 8, 2022, and mailed proxy cards must be received by June 8, 2022 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended. The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

Can I Vote My Shares by Filling Out and Returning the Notice of Internet Availability of Proxy Materials?

No. The Notice contains instructions on how to vote via the Internet, by telephone, by requesting and returning a paper proxy card, or by voting online during the Annual Meeting.

How Do I Ask Questions at the Annual Meeting?

Stockholders of the company as of the Record Date may submit questions related to the purpose of the Annual Meeting during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform, typing your question into the “Ask a Question” field, and clicking “Submit.” Our Annual Meeting will be governed by our Rules of Conduct which will be posted at www.virtualshareholdermeeting.com/GBIO2022 in advance of the meeting and which will include rules on permissible topics for stockholder questions.

What if I Experience Technical Difficulties at the Annual Meeting?

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/GBIO2022 for assistance.

Ballot Measures Considered “Discretionary” and “Non-Discretionary”

If your shares are held in “street name,” your bank, broker or other nominee or custodian may under certain circumstances vote your shares even if you do not return voting instructions. Banks, brokers or other nominees or custodians are permitted to vote customers’ shares for which they have received no voting instructions on specified routine, or “discretionary,” matters, but they are not permitted to vote these shares on other non-routine, or “non-discretionary,” matters.

The election of directors (Proposal No. 1) is considered a non-discretionary matter under applicable rules. Therefore, if your shares are held in “street name,” your bank, broker or other nominee or custodian cannot vote on this matter without voting instructions from you. If you do not instruct your bank, broker or other nominee or custodian how to vote with respect to the election of directors (Proposal No. 1), your bank, broker or other nominee or custodian may not vote with respect to this proposal and your shares will be counted as “broker non-votes.” Broker non-votes are shares that are held in “street name” by a bank, broker or other nominee or custodian that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 (Proposal No. 2) is considered a discretionary matter under applicable rules. A bank, broker or other nominee or custodian generally may exercise discretionary authority and vote on discretionary matters. If they exercise this discretionary authority, no broker non-votes are expected to occur in connection with Proposal No. 2.

The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (Proposal No. 3) is considered a non-discretionary matter under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker non-votes on Proposal No. 3.

The approval, on an advisory (non-binding) basis, of the frequency of the advisory vote to approve the compensation of our named executive officers (Proposal No. 4) is considered a non-discretionary matter under applicable rules. A bank, broker or other nominee cannot vote without instructions on non-discretionary matters, and therefore there may be broker non-votes on Proposal No. 4.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. Our amended and restated bylaws provide that a quorum will exist if stockholders holding a majority of the shares of stock issued and outstanding and entitled to vote are present at the meeting in person or by proxy. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

For purposes of determining whether a quorum exists, we will count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy by mail or that are represented in person at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares that are broker non-votes.

Votes Required

To be elected, a director must receive a plurality of the votes cast by stockholders entitled to vote at the meeting (Proposal No. 1). This means that the three nominees receiving the highest number of “FOR” votes will be elected as Class II directors.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022 (Proposal No. 2); the approval of the advisory vote on executive compensation (Proposal No. 3); and the approval of one of the three frequency options under the advisory vote on the frequency of future executive compensation of our named

executive officers (Proposal No. 4) require the affirmative vote of a majority of the shares of common stock present or represented by proxy and voted “FOR” or “AGAINST” such matter.

Abstentions and broker non-votes will not be counted as votes cast or votes on any of the proposals. Accordingly, abstentions and broker non-votes will have no effect on the voting on any of the proposals.

Method of Counting Votes

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of directors, for each share held by such stockholder as of the Record Date. Votes cast online during the Annual Meeting or by proxy by mail, via the Internet or by telephone will be tabulated by the inspector of election appointed for the Annual Meeting, who will also determine whether a quorum is present.

Revoking a Proxy; Changing Your Vote

If you are a stockholder of record, you may revoke your proxy before the vote is taken at the meeting:

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by submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or Internet voting procedures described in the “How to Vote” section above;

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by voting online during the meeting; or

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by filing a written revocation with our corporate secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee or custodian holding your account. You may also vote online during the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, by following the instructions provided to you by the bank, broker or other nominee or custodian that holds your shares.

Your attendance at the Annual Meeting will not automatically revoke your proxy.

Costs of Proxy Solicitation

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means.

Voting Results

We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Householding

Some banks, brokers and other nominee or custodian record holders may be participating in the practice of “householding” proxy statements, annual reports, and notices of Internet availability of proxy materials. This means that only one copy of our documents, including the Notice, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of any such document to you upon written or oral request prior to May 26, 2022 to Broadridge Financial Solutions, Inc. at (1) www.proxyvote.com, (2) 1-800-579-1639 or (3) sendmaterial@proxyvote.com. If you want to receive separate copies of our proxy statements, annual reports, or notices of Internet availability of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee or custodian record holder, or you may contact us at the above address and phone number.

PROPOSAL NO. 1—ELECTION OF THREE CLASS II DIRECTORS

Our board of directors currently consists of nine members. In accordance with the terms of our restated certificate of incorporation and our amended and restated bylaws, our board of directors is divided into three classes (Class I, Class II and Class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

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the Class II directors are Ron Cooper, Anthony Quinn, M.B. Ch.B., Ph.D., and Jason Rhodes, and their term expires at the Annual Meeting;

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the Class III directors are Gustav Christensen, Charles Rowland, and Catherine Stehman-Breen, M.D., and their term expires at the annual meeting of stockholders to be held in 2023; and

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the Class I directors are Jeffrey Jonas, M.D., Geoff McDonough, M.D., and Donald Nicholson, Ph.D., and their term expires at the annual meeting of stockholders to be held in 2024.

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our restated certificate of incorporation and our amended and restated bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our restated certificate of incorporation and amended and restated bylaws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors has nominated Ron Cooper, Anthony Quinn, and Jason Rhodes for election as Class II directors at the Annual Meeting. Each of the nominees is presently a director, and each has indicated a willingness to continue to serve as director, if elected. If a nominee becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors.

We have no formal policy regarding board diversity, but our corporate governance guidelines provide that the background and qualifications of the members of our board of directors considered as a group should provide a significant breadth of experience, knowledge, and abilities to assist our board of directors in fulfilling its responsibilities. Our priority in selection of board members is identification of members who will serve the best interests of the company and our stockholders through their reputation for integrity, honesty and adherence to high ethical standards; their demonstrated business acumen, experience, and ability to exercise sound judgment; their commitment to understanding the company and our industry; and their background, including prior experience and knowledge of the life sciences industry. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs.

Nominees for Election as Class II Directors

Biographical information, including principal occupation and business experience during the last five years, for our nominees for election as Class II directors at our Annual Meeting is set forth below.


	Age

Ron Cooper joined our board of directors in March 2021. He has served as the president, chief executive officer and a member of the board of directors of Albireo Pharma, Inc., a clinical-stage pharmaceutical company, since November 2016. Prior to that, he served as president and chief executive officer of Albireo Limited from July 2015 until November 2016, and also served as a member of the board of directors of Albireo Limited from September 2015 to November 2016. Mr. Cooper also served on the board of directors of Genocea Biosciences, Inc., a biopharmaceutical company, from June 2016 to April 2021. Mr. Cooper earned his bachelor’s degree in chemistry and business administration from St. Francis Xavier University in Canada. We believe Mr. Cooper is qualified to serve on our board of directors based on his over 25 years of leadership positions in biopharmaceutical companies in several countries and his extensive experience in regulatory and business management in the life sciences industry.	59

Anthony Quinn, M.B. Ch.B., Ph.D. has served as a member of our board of directors since December 2017. Dr. Quinn has served as president and chief executive officer and as a director of Aeglea BioTherapeutics, Inc., a biotechnology company, since July 2017. Prior to that, from October 2015 to July 2017 he worked as a private consultant for IDBioPharm Consulting LLC, a consulting firm. From August 2009 to June 2015, Dr. Quinn served in several roles at Synageva BioPharma Corp., a biotechnology company that was acquired by Alexion Pharmaceuticals, Inc., a pharmaceutical company, in June 2015, including most recently as head of research & development and chief medical officer. Following the acquisition, Dr. Quinn worked for Alexion Pharmaceuticals, Inc. from June 2015 to September 2015. Dr. Quinn has also served on the board of directors of Kaleido BioSciences, Inc., a clinical-stage healthcare company, since February 2016. Dr. Quinn received his Bachelor of Medical Sciences in general pathology, his M.B. Ch.B. (M.D.) from the University of Dundee, UK, and his Ph.D. in cancer research from the University of Newcastle in Tyne, UK. We believe Dr. Quinn is qualified to serve on our board of directors because of his medical and clinical experience in the biopharmaceutical industry, including experience in the development of therapeutics for rare diseases.	60

Jason Rhodes has served as the chairman of our board of directors since October 2017 and served as our founding chief executive officer from October 2016 to October 2017. Mr. Rhodes has been a partner at Atlas Venture, a venture capital firm, since 2014. Mr. Rhodes has been a member and chairman of the board of directors of Dyne Therapeutics, Inc., a biotechnology company, since December 2017 and November 2018, respectively, a member of the boards of directors of Replimune Group, Inc., a biotechnology company, and Gemini Therapeutics, Inc., a clinical-stage precision medicine company, since September 2015 and April 2016, respectively. Mr. Rhodes also serves on the boards of several private companies, including Rectify Pharmaceuticals, Inc., a biotechnology company, Third Harmonic Bio, Inc., a clinical-stage biopharmaceutical company, Be Biopharma, Inc., a biopharmaceutical company, K36 Therapeutics, Inc., a biotechnology company, and Accent Therapeutics, Inc., a biotechnology company. Mr. Rhodes earned a B.A. from Yale University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Rhodes is qualified to serve on our board of directors based on his extensive knowledge of our company based on his role as the founding chief executive officer, as well as his extensive leadership experience, his biotechnology company board experience and his experience investing in life science companies.	52

The board of directors recommends voting “FOR” the election of Ron Cooper, Anthony Quinn, M.B. Ch.B., Ph.D., and Jason Rhodes as Class II directors for a three-year term ending at the annual meeting of stockholders to be held in 2025.

Any properly submitted proxy will be voted in favor of the nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as directors if elected. However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for one or more substitutes who will be designated by our board of directors.

Directors Continuing in Office

Biographical information, including principal occupation and business experience during the last five years, for our directors continuing in office after the Annual Meeting is set forth below.

Class III Directors (Term Expires at 2023 Annual Meeting)


	Age

Gustav Christensen has served as a member of our board of directors since December 2017. Mr. Christensen has served as the chairman of the board of directors of Morphic Holding, Inc., a biopharmaceutical company, since April 2016. Previously, Mr. Christensen served as the president and chief executive officer and director at Dyax Corp., a biopharmaceutical company, from April 2007 to February 2016. Mr. Christensen earned his M.Sc. in Economics from the University of Aarhus (Denmark) and his M.B.A. from Harvard Business School. We believe that Mr. Christensen is qualified to serve on our board of directors due to his extensive leadership and business experience in the life sciences industry and in the commercialization of pharmaceutical products.	74

Charles Rowland has served as a member of our board of directors since July 2018. Mr. Rowland served as chief executive officer and director of Aurinia Pharmaceuticals Inc., a biopharmaceutical company, from January 2014 to February 2017. Mr. Rowland has served as a member of the boards of directors of Orchard Therapeutics plc, a gene therapy company, since June 2018, Viking Therapeutics, Inc., a clinical-stage biopharmaceutical company, since July 2016, Blueprint Medicines Corporation, a global precision therapy company, since March 2015, and Nabriva Therapeutics plc, a commercial-stage biopharmaceutical company, since January 2015. Mr. Rowland earned his B.S. from Saint Joseph’s University and his M.B.A. from Rutgers University. We believe that Mr. Rowland is qualified to serve on our board of directors due to his extensive experience in pharmaceutical operations and in finance and accounting.	63

Catherine Stehman-Breen, M.D. has served as a member of our board of directors since December 2017. Dr. Stehman-Breen has served as the chief executive officer and a member of the board of directors of Chroma Medicine, Inc., a biotechnology company, since December 2020. Previously, Dr. Stehman-Breen served as the chief development officer of Obsidian Therapeutics, Inc., a biotechnology company, from July 2019 to December 2020, and as an entrepreneur-in-residence at Atlas Ventures, serving as chief medical officer of both Dyne Therapeutics, Inc., a biotechnology company, from March 2018 to July 2019 and Disarm Therapeutics, Inc., a biotechnology company, from April 2018 to July 2019. Dr. Stehman-Breen also served as chief medical officer of Sarepta Therapeutics, Inc., a biopharmaceutical company, from April 2017 to December 2017. Prior to that, Dr. Stehman-Breen served as vice president, clinical development and regulatory affairs at Regeneron Pharmaceuticals, Inc., a biotechnology company, initially as head, pain therapeutic area, and subsequently as head, clinical project management and operations from January 2015 to March 2017. She has also served on the boards of directors of Dyne Therapeutics, Inc. since June 2019 and Tenaya Therapeutics, Inc., a biotechnology company, since June 2020. Dr. Stehman-Breen earned her B.A. in biology and psychology from Colby College, her M.Sc. degree in epidemiology from the University of Washington, where she also conducted her residency and fellowship training, and her M.D. from the University of Chicago. We believe Dr. Stehman-Breen is qualified to serve on our board of directors based on her extensive leadership experience and her experience with clinical development and regulatory matters, and in the life science industry.	59

Class I Directors (Term Expires at 2024 Annual Meeting)


	Age

Jeffrey Jonas, M.D. has served as a member of our board of directors since May 2018. Dr. Jonas has been a member of the board of directors of Sage Therapeutics, Inc., or Sage, a biopharmaceutical company, since August 2013. Previously, Dr. Jonas served as the chief innovation officer of Sage from December 2020 to July 2021 and as the chief executive officer and president of Sage from August 2013 to December 2020. Dr. Jonas has served on the board of directors of Karuna Pharmaceuticals, Inc., a biopharmaceutical company, since October 2018. Dr. Jonas earned his B.A. from Amherst College and M.D. from Harvard Medical School. He completed a residency in psychiatry at Harvard Medical School, and he served as Chief Resident in psychopharmacology at McLean Hospital, Harvard Medical School. We believe Dr. Jonas is qualified to serve on our board of directors based on his extensive leadership experience and his experience with clinical development and regulatory matters, and in the life science industry.	69

Geoff McDonough, M.D. has served as our president and chief executive officer and as a member of our board of directors since October 2017. Previously, Dr. McDonough served as president and chief executive officer of Swedish Orphan Biovitrum AB, or Sobi, a biopharmaceutical company, from August 2011 until May 2017. Dr. McDonough previously served on the boards of directors of Surface Oncology, Inc., a biotechnology company, and Zafgen, Inc., a biopharmaceutical company. Dr. McDonough earned his Bachelor of Science in biology and his Bachelor of Arts in philosophy, both summa cum laude, from University of North Carolina at Chapel Hill. Dr. McDonough earned his M.D. at Harvard Medical School and completed his residency training in internal medicine and pediatrics at Massachusetts General Hospital and Boston Children’s Hospital. We believe that Dr. McDonough’s extensive leadership experience in the life sciences industry and his extensive knowledge of our company based on his role as our president and chief executive officer qualify him to serve as a member of our board of directors.	51

Donald Nicholson, Ph.D. has served as a member of our board of directors since December 2017. He has been a member of the board of directors of Kymera Therapeutics, Inc., a biopharmaceutical company, since November 2017, as well as a member of the boards of several private companies, including Jnana Therapeutics Inc., a biopharmaceutical company, since February 2019, each of NodThera Inc., a clinical-stage biotechnology company, and Disc Medicine, Inc., a clinical-stage biopharmaceutical company, since April 2019, and Muna Therapeutics, a biopharmaceutical company, since September 2021. Dr. Nicholson served as chief executive officer of Nimbus Therapeutics, Inc., a biotechnology company, from August 2014 to October 2018. Prior to that, Dr. Nicholson spent 25 years at Merck & Co., Inc., a pharmaceutical company, in various leadership, strategic and operational roles. Dr. Nicholson earned his B.S. with honors in biochemistry and his doctorate in biochemistry from the University of Western Ontario and trained as a Medical Research Council postdoctoral fellow at the University of Munich in Germany. We believe Dr. Nicholson’s extensive experience in both scientific and management roles in the life sciences industry qualifies him to serve on our board of directors.	64

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

There are no material legal proceedings to which any of our directors or executive officers is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

Executive Officers Who Are Not Directors

Biographical information for our executive officers who are not directors is listed below.


	Age

Douglas Kerr, M.D., Ph.D., M.B.A. has served as our chief medical officer since November 2020. Previously, Dr. Kerr served as our chief development officer from May 2019 to November 2020 and as our chief scientific officer and executive vice president of research and development from August 2017 to May 2019. Dr. Kerr has served as a member of the board of directors of Triplet Therapeutics Inc., a biotechnology company, since July 2019 and of Faze Medicines, Inc., a biotechnology company, since May 2021. Prior to joining us, Dr. Kerr served as global development team lead and vice president for neurology at Shire plc, a biopharmaceutical company, from October 2015 to August 2017. Dr. Kerr earned his B.A. degree in biochemistry from Princeton University and his M.B.A. with a specialization in entrepreneurship and finance from Northeastern University and an M.D. from Jefferson Medical College, as well as a doctorate in biochemistry and molecular biology.	55

Matthew Norkunas, M.D., M.B.A. has served as our chief financial officer since July 2020. Previously, Dr. Norkunas served as the chief financial officer at SomaLogic, Inc., a biotechnology company, from February 2016 to June 2020. From July 2012 to January 2016, Dr. Norkunas served as a senior equity analyst at Marsico Capital Management, where he served as the firm’s primary health care investment specialist. Dr. Norkunas began his career as a practicing anesthesiologist. He received his B.A. from St. Mary’s College of Maryland, his M.D. from University of Maryland School of Medicine, and his M.B.A. from Columbia Business School.	44

Antionette Paone, M.S., M.B.A. has served as our chief operating officer since February 2020. Previously, Ms. Paone served as our senior vice president, regulatory and quality from February 2020 to February 2022 and our vice president, regulatory affairs from October 2018 to February 2020. Prior to joining us, Ms. Paone served at Vertex Pharmaceuticals, Inc., a biopharmaceutical company, as its vice president of global regulatory affairs from October 2013 to September 2017 and its head of regulatory affairs CMC from October 2011 to September 2013. Ms. Paone received her B.S. degree in chemistry at Fordham University, her M.S. degree in organic chemistry at Yale University and her M.B.A. from Bentley College.	44

Matthew Stanton, Ph.D. has served as our chief scientific officer since May 2019. Previously, Dr. Stanton served as our chief technology officer from October 2017 to May 2019. Prior to joining us, Dr. Stanton served as vice president, head of chemistry and platform immunology at Moderna, Inc., a biotechnology company, from April 2014 until September 2017. Dr. Stanton earned his B.S. degree in chemistry from Virginia Tech, his M.S. degree in chemistry and his doctorate in chemistry with a focus on physical organic chemistry and natural product synthesis from the University of North Carolina at Chapel Hill.	49

Tracy Zimmermann, Ph.D. has served as our chief development officer since November 2020. Previously, Dr. Zimmermann served as our vice president, preclinical research and translational biology, from October 2018 to November 2020. From January 2012 until September 2018, Dr. Zimmermann was a research director at Alnylam Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Zimmermann earned her B.S. degree in biochemistry from Lehigh University and her Ph.D. in biochemistry from the University of Colorado at Boulder.	52

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

The audit committee is solely responsible for selecting our independent registered public accounting firm for the fiscal year ending December 31, 2022. Stockholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm. However, our board of directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. If the selection of Ernst & Young LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of our company and our stockholders.

A representative of Ernst & Young LLP is expected to attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

We incurred the following fees from Ernst & Young LLP for the audit of the consolidated financial statements and for other services provided during the years ended December 31, 2021 and 2020.


	2021		2020
Audit fees (1)	$	876,772	$	1,110,247
Audit-related fees (2)		—		30,000
All other fees (3)		550		2,550
Total fees	$	877,322	$	1,142,797

(1)Audit fees consist of fees for the audit of our annual financial statements, the review of interim financial statements included in our quarterly reports on Form 10-Q, and other professional services provided in connection with any registration statements filed with the SEC.

(2)Consist of fees for services performed related to our adoption of new accounting guidance.

(3)Consist of fees in connection with access to the Ernst & Young LLP on-line accounting research and disclosures database.

The aggregate fees included in Audit fees are those fees billed for the fiscal year.

Audit Committee Pre-Approval Policy and Procedures

The audit committee of our board of directors has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render the service is entered into pursuant to the audit committee’s pre-approval policies and procedures.

From time to time, our audit committee may pre-approve services that are expected to be provided to us by the independent auditor during the following 12 months. At the time such pre-approval is granted, the audit committee must identify the particular pre-approved services in a sufficient level of detail so that our management will not be called upon to make a judgment as to whether a proposed service fits within the pre-approved services and, at each regularly scheduled meeting of the audit committee following such approval, management or the independent auditor shall report to the audit committee regarding each service actually provided to us pursuant to such pre-approval.

During our 2021 and 2020 fiscal years, no services were provided to us by Ernst & Young LLP other than in accordance with the pre-approval policies and procedures described above.

The board of directors recommends voting “FOR” Proposal No. 2 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Any properly submitted proxy will be voted in favor of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 unless a contrary specification is made in the proxy.

REPORT OF THE AUDIT COMMITTEE

The primary purpose of our audit committee is to assist our board of directors’ oversight of our accounting and financial reporting processes and the audits of our consolidated financial statements, as is more fully described in the audit committee charter. In the performance of its oversight function, our audit committee has reviewed our audited financial statements for the year ended December 31, 2021 and discussed them with our management and our independent registered public accounting firm, Ernst & Young LLP.

Our audit committee has also received from, and discussed with, Ernst & Young LLP various communications that Ernst & Young LLP is required to provide to our audit committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, Ernst & Young LLP provided our audit committee with the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and the audit committee has discussed with the company’s independent registered public accounting firm their independence.

Based on the review and discussions referred to above, our audit committee recommended to our board of directors that our consolidated financial statements audited by Ernst & Young LLP be included in our Annual Report on Form 10-K for the year ended December 31, 2021.

By the audit committee of the board of directors of Generation Bio Co.

Charles Rowland, Chairman

Gustav Christensen

Anthony Quinn, M.B. Ch.B., Ph.D.

CORPORATE GOVERNANCE

Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of our management team, the committee and our board. The qualifications, qualities and skills that our nominating and corporate governance committee believes must be met by a committee-recommended nominee for a position on our board of directors are as follows:

●

Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

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Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to our current and long-term objectives and should be willing and able to contribute positively to our decision-making process.

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Nominees should have a commitment to understand our company and our industry and to regularly attend and participate in meetings of our board of directors and its committees.

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Nominees’ background, including prior experience and knowledge of the life sciences industry, should be considered.

●

Nominees should have the interest and ability to understand the sometimes conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.

●

Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all of our stockholders and to fulfill the responsibilities of a director.

●

Nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. The value of diversity on our board of directors is considered. More information regarding the diversity of our current board of directors can be found in the “Board Diversity Matrix” section of this proxy statement.

The nominating and corporate governance committee has used, and may use, a third-party search firm in situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our amended and restated bylaws and must be received by us no later than the date referenced below under the heading “Stockholder Proposals.” Assuming that biographical and background material has been provided on a timely basis, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting.

Director Independence

Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates. In March 2022, our board of directors undertook a review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Dr. McDonough, is an “independent director” as defined under Nasdaq Listing Rules. Dr. McDonough is not an independent director under these rules because he is our president and chief executive officer. In making such determination, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Diversity Matrix

Our board of directors has voluntarily provided the self-identified information below.


Board Diversity Matrix (As of April 26, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	7	—	1
Part II: Demographic Background
Asian	—	1	—	—
White	1	6	—	—
Did Not Disclose Demographic Background	1

Board Committees

Our board of directors has established an audit committee, a talent committee, and a nominating and corporate governance committee. The talent committee serves as the compensation committee of our board. Each of the audit committee, talent committee, and nominating and corporate governance committee operates under a charter, and each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, talent committee, and the nominating and corporate governance committee is posted under the heading of “Governance” of the “Investor Center” section on our website, which is located at http://www.generationbio.com.


Name	Audit Committee	Talent Committee	Nominating & Corporate Governance Committee
Gustav Christensen	X
Ron Cooper			X
Jeff Jonas, M.D.			X
Donald Nicholson, Ph.D.		X
Anthony Quinn, M.B. Ch.B., Ph.D.	X
Jason Rhodes		X (Chair)	X (Chair)
Charles Rowland	X (Chair)
Catherine Stehman-Breen, M.D.		X

Number of meetings held in 2021	7	5	3

Audit Committee

The members of our audit committee are Charles Rowland, Gustav Christensen and Anthony Quinn, and Charles Rowland is the chair of the audit committee. Our board of directors has determined that each of Mr. Rowland, Mr. Christensen and Dr. Quinn is independent within the meaning of Rule 10A-3 under the Exchange Act. Our board of directors has determined that Mr. Rowland is an “audit committee financial expert” as defined in applicable SEC rules. Our board of directors believes that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The audit committee met seven times during the year ended December 31, 2021, including telephonic meetings. Our audit committee’s responsibilities include:

●

appointing, approving the compensation of, assessing the independence of and evaluating the performance of our registered public accounting firm;

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overseeing the work of our independent registered public accounting firm, including reviewing the scope of any prospective audits and through the receipt and consideration of reports from that firm;

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reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

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monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

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monitoring our procedures and controls over information technology, including privacy and cybersecurity;

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overseeing our internal audit function;

●

overseeing our risk assessment and risk management policies;

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evaluating our financial management personnel;

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reviewing, at least annually, the capabilities and organization of our finance and information technology functions;

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establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

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meeting independently with our internal auditing staff, if any, our independent registered public accounting firm and management;

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reviewing and approving or ratifying any related person transactions; and

●

preparing the audit committee report required by SEC rules.

All audit services to be provided to us and all non-audit services, other than de minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee.

Talent Committee

The members of our talent committee are Jason Rhodes, Donald Nicholson and Catherine Stehman-Breen, and Jason Rhodes is the chair of the talent committee. Our board of directors has determined that each of Mr. Rhodes, Dr. Nicholson and Dr. Stehman-Breen is independent within the meaning of Rule 10C-1 under the Exchange Act. Our talent committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The talent committee met five times during the year ended December 31, 2021, including telephonic meetings. Our talent committee’s responsibilities include:

●

reviewing and providing recommendations regarding our talent strategy to enable exceptional leadership, rich talent throughout the organization and a highly ethical learning culture;

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reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our chief executive officer and our other executive officers;

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overseeing an evaluation of our senior executives;

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overseeing and administering our cash and equity incentive plans;

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reviewing and making recommendations to our board of directors with respect to director compensation;

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reviewing and making recommendations to our board of directors with respect to management succession planning;

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reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure if and to the extent then required by SEC rules; and

●

preparing the compensation committee report if and to the extent then required by SEC rules.

The talent committee meets regularly in executive session. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the talent committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in talent committee meetings. No officer may participate in, or be present during, any deliberations or determinations of the talent committee regarding the compensation for such officer or any immediate family member of such officer. The charter of the talent committee grants the talent committee full access to all of our books, records, facilities, and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting, or other advisors and consultants, and other external resources that the talent committee considers necessary or appropriate in the performance of its duties. In particular, the talent committee may, in its sole discretion, retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

The talent committee engaged Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford), as its compensation consultant during 2021. Our talent committee evaluated the relationship that Aon has with us, the members of our board of directors and our executive officers consistent with Nasdaq listing standards and based on the committee’s evaluation, the talent committee has determined that no conflicts of interest exist between the company and Aon.

Aon also supplemented the peer group information with published survey data, which provided a broader market representation of companies and deeper position reporting. Aon reports directly to the talent committee.

Historically, our talent committee reviews all compensation components including base salary, annual cash incentives, long-term incentive awards and other perquisites, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation. In addition, the talent committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The talent committee also makes recommendations to our board of directors regarding the compensation of non-employee directors and has the authority to administer our equity-based plans.

Under its charter, the talent committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. As permitted by our 2020 Stock Incentive Plan, or the 2020 Plan, the talent committee has delegated to our Chief Executive Officer and our Chief Financial Officer the authority to approve grants of equity awards to new hire employees below the level of Senior Vice President and in connection with promotions or recognition grants for existing employees below the level of Senior Vice President, subject to certain limitations for each level of employment and an annual aggregate maximum amount of awards that can be granted pursuant to such delegated authority.

Talent Committee Interlocks and Insider Participation

During 2021, the members of our talent committee were Jason Rhodes, Donald Nicholson and Catherine Stehman-Breen and none of them was an officer or employee of our company. None of our executive officers has served as a director or member of the talent committee (or other committee serving an equivalent function) of any other entity whose executive officers served as one of our directors or a member of the compensation committee. Except as set forth under “Transactions with Related Persons”, none of the members of the talent committee (or his or her immediate family members) has a direct or indirect material interest in a transaction with the company involving more than $120,000.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Jason Rhodes, Ron Cooper, and Jeffrey Jonas, and Jason Rhodes is the chair of the nominating and corporate governance committee. The nominating and corporate governance committee met three times during the year ended December 31, 2021, including telephonic meetings. Our nominating and corporate governance committee’s responsibilities include:

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recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees;

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reviewing and making recommendations to our board with respect to our board leadership structure;

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developing and recommending to our board of directors corporate governance principles; and

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overseeing a periodic evaluation of our board of directors.

Board and Committee Meetings Attendance

The full board of directors met five times during the year ended December 31, 2021, including telephonic meetings. During 2021, each member of the board of directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the board of directors on which such person served (during the periods that such person served).

Director Attendance at Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our board of directors at our annual meeting of stockholders, we encourage all of our directors to attend. All members of our board of directors attended the 2021 annual meeting of stockholders.

Code of Business Conduct and Ethics

We have adopted 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. A copy of the code is posted under the heading “Governance” on the Investor Center section of our website, which is located at http://www.generationbio.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of our company and our stockholders. The guidelines provide that:

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our board’s principal responsibility is to oversee the management of our company;

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except as required by Nasdaq rules, a majority of the members of our board must be independent directors;

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the independent directors meet in executive session at least twice a year;

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directors have full and free access to our officers and employees and, as necessary, independent advisors; and

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our nominating and corporate governance committee will oversee annual self-evaluations of the board to determine whether it and its committees are functioning effectively.

A copy of the corporate governance guidelines is posted under the heading “Governance” on the Investor Center section of our website, which is located at http://www.generationbio.com.

Board Leadership Structure and Board’s Role in Risk Oversight

Our corporate governance guidelines provide that the roles of chairman of the board and chief executive officer may be separated or combined. Our board of directors has considered its leadership structure and determined that, at this time, the roles of chairman of the board of directors and chief executive officer should be separate. Separating the chairman and the chief executive officer positions allows our Chief Executive Officer, Dr. McDonough, to focus on running the business, while allowing our chairman of the board of directors, Mr. Rhodes, to lead our board in its fundamental role of providing advice to and oversight of management. As our board of directors has determined that each of our directors other than Dr. McDonough is independent, our board of directors believes that the independent directors provide effective oversight

of management. Our board of directors believes that its leadership structure is appropriate because it strikes an effective balance between strategic development and independent leadership and management oversight in the board process. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including those described under “Risk Factors” in our 2021 Annual Report. Our board of directors is actively involved in oversight of risks that could affect us. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight of risks. Our board of directors oversees our risk management processes directly and through its committees. Our risk management processes are intended to identify, manage and control risks so that they are appropriate considering our scope, operations and business objectives. Our management is responsible for risk management on a day-to-day basis and our board and its committees oversee the risk management activities of management. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Our board of directors satisfies its risk oversight responsibility through full reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our company. This enables our board of directors to coordinate risk oversight, particularly with respect to interrelated or cumulative risks that may involve multiple areas for which more than one committee may have responsibility.

Our audit committee oversees risk management activities related to financial and information technology controls and legal and compliance risks. Our talent committee oversees risk management activities relating to our compensation policies and practices and management succession planning. Our nominating and corporate governance committee oversees risk management activities relating to board composition. In addition, members of our senior management team attend our quarterly board meetings and are available to address any questions or concerns raised by the board on risk management and any other matters. Our board of directors believes that full and open communication between management and the board of directors is essential for effective risk management and oversight.

Corporate Social Responsibility (CSR)

We believe that we have a corporate social responsibility to foster a diverse, equitable, inclusive and just workplace environment and to have a positive impact on our employees and the communities in which we work and live. We believe our success largely depends on our ability to attract, motivate, engage, and retain highly skilled employees. We believe programs that cultivate our diverse, equitable, inclusive and just culture encourage leadership growth and development, and foster robust relationships among employees and management, which, combined with providing competitive compensation and benefits, may create a workplace that results in more creative thinking, more rapid discovery and better decision making.

Justice, Equity and Belonging

We have created a framework that embodies our holistic commitment to justice, equity and belonging to empower everyone at our company to practice and embed this commitment. As we continue to grow as an organization, we remain dedicated to cultivating a culture that respects the worth, dignity, and equality of every individual in our organization. We strive to ensure that our policies, processes, and programs are impartial, fair, and support equality for every individual at our company. We believe belonging requires diversity and inclusion, as well as actively enabling everyone to be visible, heard and engaged in our community.

We believe that a core strength of our company is the diverse mosaic of employees who bring their mix of backgrounds, skillsets, experiences, and ideas together in an open and supportive atmosphere, which fosters collaboration. We are committed to having a diverse slate of potential employees and we seek to increase representation from historically marginalized communities, particularly in leadership roles. As of March 31, 2022, approximately 61% of our leadership team is female and across our workforce, our employee population consists of 47% women, 52% men, and 1% undeclared. Additionally, we celebrate and educate about our diversity through virtual employee events, awareness campaigns and other programs. We also promote opportunities for all employees to join our acting for justice and women’s forums, which support and promote certain mutual objectives of both our company and our employees, including inclusion and diversity.

Growth and Development

We believe it is important to invest in our employees’ personal and career growth. We aim to provide employees with access to a wide range of development opportunities. As part of our development program, employees and their managers hold quarterly dialogs to set professional development goals and an action plan. We also provide our employees with reimbursement for external training programs that are related to their current work or career development. Our goal is to ensure that our employees have the skills necessary to meet their current responsibilities optimally, as well as develop new skills that they may need in the future.

Compensation and Benefits

We offer a comprehensive compensation and benefits package, which includes a competitive salary, medical, dental, and vision insurance, medical and dependent flexible spending accounts, life and disability insurance, and a 401(k) match. In addition, employees generally receive equity in the company upon the start of their employment and on an annual basis, and can also participate in our employee stock purchase plan. To ensure that our employees are paid competitively and at a rate consistent with an employee’s position, knowledge and skills, we perform a formal compensation benchmark analysis of our employees’ base salary, annual cash incentive potential, and long term incentive awards twice per year and link annual cash incentives to overall company performance. Additionally, we perform a gender pay gap analysis designed to ensure that women are paid equally to their male counterparts.

We also have a tuition reimbursement program, offer tutor assistance, provide for our employee’s engagement and well-being, and provide employees with access to our employee assistance program and company-sponsored, employee-led clubs and teams.

Our Community

We take our responsibility as a member of our local community seriously. Our outreach team guides our strategy and approach for community engagement and partnering with various non-profit organizations. For example, we are involved with several non-profit organizations, such as Project Onramp, Biomedical Science Careers, and Life Science Cares, that seek to increase the representation of underrepresented minority and disadvantaged individuals in the scientific and medical community. Our involvement includes providing company donations, providing internship and mentorship opportunities, and encouraging our employees to volunteer at various events and activities. We also participate in Northeastern University’s cooperative education program to provide full-time work to students so they may gain valuable industry skills and broaden their perspectives.

Communication with Our Directors

Any interested party with concerns about our company may report such concerns to the board of directors or otherwise the chairman of the nominating and corporate governance committee, by submitting a written communication to the attention of such director at the following address:

c/o Generation Bio Co.

301 Binney Street

Cambridge, MA 02142

United States

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.

A copy of any such written communication may also be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith, using reasonable judgment, and discretion. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the board (if one is appointed and is an independent director), the lead director (if one is appointed) or otherwise the chairman of the nominating and corporate governance committee, subject to the advice and assistance of counsel, consider to be

important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

DIRECTOR COMPENSATION

The table below shows all compensation to our non-employee directors during the year ended December 31, 2021.


	Fees Earned or	Option
Name	Paid in Cash ($)	Awards ($)(1)	Total ($)
Gustav Christensen	47,500	264,429	311,929
Ron Cooper	36,333	735,984	772,317
Jeffrey Jonas, M.D.	44,000	264,429	308,429
Donald Nicholson, Ph.D.	47,500	264,429	311,929
Anthony Quinn, M.B. Ch.B., Ph.D.	48,500	264,429	312,929
Jason Rhodes	93,000	264,429	357,429
Charles Rowland	55,000	264,429	319,429
Catherine Stehman-Breen, M.D.	47,500	264,429	311,929

(1)

Amounts shown reflect the aggregate grant date fair value of stock options awarded in the applicable fiscal year, calculated in accordance with the provisions of the Financial Accounting Standard Board Accounting Standards Codification Topic 718. For information regarding assumptions underlying the value of equity awards, see Note 9 to our audited consolidated financial statements to our financial statements included in our 2021 Annual Report. These amounts reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the non-employee director upon vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. As of December 31, 2021, the aggregate number of shares of our common stock subject to outstanding option awards for each non-employee director was as follows: Mr. Christensen, 67,000 shares; Mr. Cooper 30,000 shares; Dr. Jonas, 109,461 shares; Dr. Nicholson, 67,000 shares; Dr. Quinn, 67,000 shares; Mr. Rhodes, 67,000 shares; Mr. Rowland 109,461 shares; and Dr. Stehman-Breen, 67,000 shares.

During 2021, we did not provide any compensation to Geoff McDonough, our President and Chief Executive Officer, for his service as a director. Dr. McDonough’s compensation is set forth under “Executive Compensation—Summary Compensation Table.”

Non-Employee Director Compensation Program

In February 2021, our board of directors amended our director compensation program, effective January 1, 2021, to increase the annual cash retainer for our non-employee directors for service as a director and to increase the equity compensation our directors receive. Under the 2021 amended program, each newly-elected non-employee director received, upon his or her initial election or appointment to our board of directors, an option to purchase 30,000 shares of our common stock under the 2020 Plan, which vests with respect to 1/36 of the shares at the end of each successive month following the grant date until the third anniversary of the grant date. Further, on the date of each annual meeting of stockholders, each non-employee director that served on our board of directors for at least six months received, under the 2020 Plan, an option to purchase 15,000 shares of our common stock under the 2020 Plan, which vests with respect to 100% of the shares on the earlier of the first anniversary of the grant date and the date of the annual meeting of stockholders in the year immediately following the year in which the option was granted. All options issued to our non-employee directors under our amended director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will have a term of ten years.

In April 2022, our board of directors further amended our director compensation program, effective as of April 18, 2022, to increase the number of options granted as initial or annual grants. Pursuant to this amended program, each newly-elected non-employee director will receive an option to purchase 38,400 shares of our common stock under the 2020 Plan and, on the date of each annual meeting of stockholders, each non-employee director that has served on our board of directors for at least six months will receive an option to purchase 19,200 shares of our common stock under the 2020 Plan. No change was made to the annual cash retainers.

The fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

SEC Form DEF 14A filed by Generation Bio Co.