PASSAGE BIO, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

PASSAGE BIO, INC.
(Name of Registrant as Specified In Its Charter)

N/A
(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.

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PASSAGE BIO, INC.
One Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA 19103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 19, 2026

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders of Passage Bio, Inc. will be held via a virtual meeting. You will be able to participate in the 2026 Annual Meeting and vote during the 2026 Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/PASG2026 on Tuesday, May 19, 2026, at 9:00 a.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore we have chosen this over an in-person meeting. It is important that you retain a copy of the control number found on the proxy card or voting instruction form, as such number will be required in order for stockholders to gain access to the virtual meeting.

We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement:

To elect two Class III directors, each to serve a three-year term through the third Annual Meeting of Stockholders following this meeting and until a successor has been elected and qualified or until earlier resignation or removal.

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for the 2026 Annual Meeting.

To approve, on a non-binding advisory basis, the frequency of holding future advisory votes on named executive officer compensation.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on March 26, 2026 are entitled to receive notice of, and to vote at, the meeting and any adjournments thereof. On or about April 7, 2026, we expect to mail to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy statement for our 2026 Annual Meeting and our 2025 Annual Report on Form 10-K. The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail, if desired.

For ten days prior to the meeting, a complete list of the stockholders entitled to vote at the meeting will be available upon request by any stockholder for any purpose relating to the meeting. Stockholders can request the list of stockholders by contacting our investor relations team at investors@passagebio.com.

Your vote as a Passage Bio, Inc. stockholder is very important. Each share of common stock that you own represents one vote.

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For questions regarding your stock ownership, you may contact our Corporate Secretary at investors@passagebio.com or, if you are a registered holder, our transfer agent, Computershare Trust Company, N.A. by email through their website at www.computershare.com/contactus or by phone at (800) 736-3001. Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote through the internet or by telephone, or to request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Proxy Information” in the proxy statement.

	By Order of the board of directors,


	William Chou, M.D.
	President and Chief Executive Officer

Philadelphia, Pennsylvania
April 7, 2026

Important Notice Regarding the Availability of Proxy Materials for the virtual Annual Meeting of Stockholders to be held on May 19, 2026: the Proxy Statement and our 2025 Annual Report on Form 10-K are available at www.ProxyVote.com. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual meeting.

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PASSAGE BIO, INC.

PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

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		Page

INFORMATION ABOUT SOLICITATION AND VOTING		1
GENERAL INFORMATION ABOUT THE MEETING		1
GENERAL PROXY INFORMATION		2
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE		5
PROPOSAL NO. 1 ELECTION OF CLASS III DIRECTORS		11
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		17
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		18
PROPOSAL NO. 4 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES REGARDING NAMED EXECUTIVE OFFICER COMPENSATION		19
REPORT OF THE AUDIT COMMITTEE		20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		21
EXECUTIVE OFFICERS		23
EXECUTIVE COMPENSATION		24
PAY VERSUS PERFORMANCE		30
EQUITY COMPENSATION PLAN INFORMATION		32
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		33
ADDITIONAL INFORMATION		34
OTHER MATTERS		35

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PASSAGE BIO, INC.
One Commerce Square
2005 Market Street, 39th Floor
Philadelphia, PA 19103

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

April 7, 2026

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the board of directors of Passage Bio, Inc. (“Passage Bio” or the “Company”) for use at Passage Bio’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held via a virtual meeting. You will be able to participate in the Annual Meeting and vote during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/PASG2026 on Tuesday, May 19, 2026 at 9:00 a.m., Eastern Time, and any adjournment or postponement thereof. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail, as such number will be required in order for stockholders to gain access to the virtual Annual Meeting.

We are making this proxy statement, the accompanying form of proxy and our Annual Report on Form 10-K for the year ended December 31, 2025 first available to stockholders on or about April 7, 2026. An electronic copy of this proxy statement and Annual Report on Form 10-K are available at https://investors.passagebio.com/financials-and-filings/sec-filings.

Except as otherwise indicated, all share and per share information in this Proxy Statement is presented including the effect of the reverse stock split of the Company’s outstanding common stock at a ratio of one-for-twenty shares, which was approved by our Board of Directors on May 28, 2025 and was effected on July 14, 2025.

Internet Availability of Proxy Materials

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders primarily via the internet, instead of mailing printed copies to each stockholder. On or about April 7, 2026, we expect to send to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our 2025 Annual Report on Form 10-K. The Notice of Internet Availability also provides instructions on how to vote through the internet or by telephone and includes instructions on how to receive paper copies of the proxy materials by mail or an electronic copy of the proxy materials by email.

This process is designed to reduce our environmental impact and lower the costs of printing and distributing our proxy materials without impacting our stockholders’ timely access to this important information. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

GENERAL INFORMATION ABOUT THE MEETING

Purpose of the Annual Meeting

At the Annual Meeting, stockholders will act upon the proposals described in this proxy statement. In addition, we will consider any other matters that are properly presented for a vote at the meeting. We are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly presented for a vote at the meeting, the persons named in the proxy, who are officers of the Company, have the authority in their discretion to vote the shares represented by the proxy.

Record Date; Quorum

Only holders of record of common stock at the close of business on March 26, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. At the close of business on March 26, 2026, 3,207,810 shares of common stock were outstanding and entitled to vote.

The holders of a majority of the voting power of the shares of stock entitled to vote at the Annual Meeting as of the Record Date must be present or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote online at the virtual Annual Meeting or if you have properly submitted a proxy.

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GENERAL PROXY INFORMATION

Voting Rights; Required Vote

Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the close of business on the Record Date. You may vote all shares owned by you at such date, including (1) shares held directly in your name as the stockholder of record and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee or other nominee. Dissenters’ rights are not applicable to any of the matters being voted on.

Stockholder of Record: Shares Registered in Your Name. If on March 26, 2026, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting, or vote in advance through the internet or by telephone, or if you request to receive paper proxy materials by mail, by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on March 26, 2026, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your broker on how to vote the shares held in your account, and your broker has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. Because the brokerage firm, bank or other nominee that holds your shares is the stockholder of record, if you wish to attend the Annual Meeting and vote your shares, you must obtain a valid proxy from the firm that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast at the Annual Meeting. This means that the two individuals nominated for election to the board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or both of the nominees or “WITHHOLD” your vote with respect to one or both of the nominees. A “WITHHOLD” will have the same effect as an abstention. You may not cumulate votes in the election of directors. Approval of the ratification of the appointment of our independent registered public accounting firm will be obtained if the number of the votes cast “FOR” the proposal exceeds the number of votes “AGAINST” the proposal. Approval of the advisory vote on compensation of our named executive officers will be obtained if the number of the votes cast “FOR” the proposal exceeds the number of votes “AGAINST” the proposal. The advisory vote on the frequency of holding an advisory vote on named executive officer compensation will be the option of either “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” that receives the highest number of votes. A proxy submitted by a stockholder may indicate that the shares represented by the proxy are not being voted (stockholder withholding) with respect to a particular matter. In addition, a broker may not be permitted to vote on shares held in street name on non-routine matters in the absence of instructions from the beneficial owner of the stock (broker non-vote). At this meeting, only the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is considered a routine matter. The other proposals presented at the Annual Meeting are non-routine matters, and therefore a broker may not vote on such matter absent instructions from the beneficial owner of the stock. The shares subject to a proxy which are not being voted on a particular matter because of either stockholder withholding or broker non-votes will count for purposes of determining the presence of a quorum, but are not treated as votes cast and, therefore, will have no effect on the election of directors, the ratification of the appointment of KPMG LLP, the non-binding advisory vote on the compensation of our named executive officers, or the non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. Abstentions will also be counted in the determination of a quorum. Abstentions are voted neither “FOR” nor “AGAINST” a matter, and, therefore, will have no effect on the election of directors, the ratification of the appointment of KPMG LLP, the non-binding advisory vote on the compensation of our named executive officers or the non-binding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Annual Meeting

The board of directors recommends that you vote FOR the election of each of the Class III directors named in this proxy statement (Proposal 1), FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2), FOR the non-binding advisory vote on approval of the compensation of our named executive officers (Proposal 3) and “ONE YEAR” for the non-binding advisory vote on the frequency of holding an advisory vote on named executive officer compensation (Proposal 4).

None of the directors or executive officers have any substantial interest in any matter to be acted upon, other than elections to office with respect to the directors nominated in Proposal 1 and the compensation in Proposal 3.

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Voting Instructions; Voting of Proxies

If you are a stockholder of record, you may:

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vote online at the Annual Meeting – attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/PASG2026. You will need the control number included on your proxy card or voting instruction form, or included in the e-mail to you if you received the proxy materials by e-mail;

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vote through the internet or by telephone – in order to do so, please follow the instructions shown on your proxy card or Notice of Internet Availability; or

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vote by mail – if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the proxy card and return it as soon as possible before the Annual Meeting in the envelope provided.

Votes submitted through the internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 18, 2026. Submitting your proxy, whether by telephone, through the internet or by mail if you requested or received a paper proxy card, will not affect your right to vote online should you decide to attend the virtual Annual Meeting.

If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct how to vote your shares. If your shares are held in an account with a brokerage firm, bank or other nominee, then you are deemed to be the beneficial owner of your shares and the broker that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, broker or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, broker or other nominee provides you. 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 bank, broker or other nominee 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.

For Proposal 1, you may either vote “FOR” all of the nominees to the board of directors, or you may withhold your vote from any nominee you specify. For Proposal 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 3, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. For Proposal 4, you may vote for either “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” from voting. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our board of directors stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting.

If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card or Notice of Internet Availability and vote each proxy card by telephone, through the internet or by mail. If you requested or received paper proxy materials by mail, please complete, sign, date and return each proxy card to ensure that all of your shares are voted.

Expenses of Soliciting Proxies

We will pay the expenses associated with soliciting proxies. Following the original distribution and mailing of the solicitation materials, we or our agents may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, email or otherwise. Following the original distribution and mailing of the solicitation materials, we will request brokers, custodians, nominees and other record holders to forward copies of those materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable

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expenses. If you choose to access the proxy materials and/or vote through the internet, you are responsible for any internet access charges you may incur.

Revocability of Proxies

A stockholder of record who has given a proxy may revoke it at any time before the closing of the polls by the inspector of elections at the Annual Meeting by:

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delivering to our Corporate Secretary (by any means, including facsimile) a written notice stating that the proxy is revoked;

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signing and delivering a proxy bearing a later date;

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voting again through the internet or by telephone; or

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attending and voting online at the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/PASG2026 (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, and you wish to revoke a proxy, you must contact that firm to revoke or change any prior voting instructions.

Electronic Access to the Proxy Materials

The Notice of Internet Availability will provide you with instructions regarding how to:

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view our proxy materials for the meeting through the internet;

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instruct us to mail paper copies of our current or future proxy materials to you; and

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instruct us to send our current or future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will reduce the impact of our annual meetings of stockholders on the environment and lower the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Voting Results

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a Current Report on Form 8-K within four business days of the Annual Meeting.

Implications of Being a “Smaller Reporting Company”

We are a “smaller reporting company” as defined under Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”) and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about the Company’s executive compensation arrangements.

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CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE

We are committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the Company. Our Corporate Governance Guidelines are available without charge on the investor relations section of our website at https://www.passagebio.com/investors-and-news/corporate-governance/default.aspx.

Board Composition and Leadership Structure

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of the Company, and that the Nominating and Governance Committee shall periodically consider the leadership structure of our board of directors and make such recommendations to the board of directors with respect thereto as the Nominating and Governance Committee deems appropriate. Our Corporate Governance Guidelines also provide that, when the positions of chairperson and Chief Executive Officer are held by the same person, the independent directors may designate a “lead independent director”. In cases in which the chairperson and Chief Executive Officer are the same person, the chairperson schedules and sets the agenda for meetings of the board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. In addition, the responsibilities of the lead independent director include: presiding over executive sessions of independent directors; serving as a liaison between the chairperson and the independent directors; being available, under appropriate circumstances, for consultation and direct communication with stockholders; and performing such other functions and responsibilities as requested by the board of directors from time to time.

The positions of Chief Executive Officer and chairperson of our board of directors are held by two different individuals (William Chou, M.D. and Maxine Gowen, Ph.D., respectively). This structure allows our Chief Executive Officer to focus on our day-to-day business while our chairperson leads our board of directors in its fundamental role of providing advice to and independent oversight of management. Dr. Chou’s deep medical knowledge as well as his experience in various executive positions in life sciences companies makes him well-suited for this day-to-day operational role, while Dr. Gowen’s extensive experience in leadership roles at life sciences companies with respect to drug discovery, corporate strategy, and operations allows her to perform an oversight function separate from management. Our board of directors believes such separation is appropriate, as it enhances the accountability of the Chief Executive Officer to the board of directors and strengthens the independence of the board of directors from management. Any changes to the leadership structure of our board of directors, if made, will be promptly disclosed on the Investor Relations section of our website and in our proxy materials. Our board of directors, in its sole discretion, may seek input from our stockholders on the leadership structure of our board of directors.

Cybersecurity Risk Oversight

Our board of directors recognizes the critical importance of maintaining the trust and confidence of all of our stakeholders. Our business depends on the efficient and uninterrupted operation of our information technology systems and those of our third-party vendors. Our board of directors is actively involved in oversight of our risk management program, and cybersecurity represents an important component of our risk management and compliance program.

We maintain a cybersecurity risk management program designed to identify, assess, and manage material risks arising from cybersecurity threats. Our program incorporates elements of widely adopted industry cybersecurity frameworks standards and includes processes for threat monitoring, vulnerability and patch management, incident detection and response, security awareness training, and business continuity planning.

Our information systems support clinical trial operations, research and development activities, manufacturing collaborations, and corporate functions and include sensitive clinical data, research data, and intellectual property.

We conduct periodic risk assessments to evaluate emerging threats and potential impacts to our research, clinical, manufacturing, and corporate systems. These assessments inform our technical and administrative safeguards, which include identity and access controls, network segmentation, encryption, logging, and continuous monitoring. We also maintain an incident response plan and conduct tabletop exercises to evaluate readiness.

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Our board of directors, with leadership from our Audit Committee, oversees our cybersecurity risk management process. The Audit Committee receives regular presentations and reports on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, the threat environment, technological trends and information security considerations arising with respect to our peers and third parties. The board of directors and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On a periodic basis, the board of directors, through the Audit Committee, discuss our approach to cybersecurity risk management with management.

Board’s Role in Risk Oversight

Our board of directors believes that open communication between management and the board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at least quarterly at board of director meetings where they discuss strategy and oversight on areas of material risk to the Company, including operational, research and development activities, financial, legal and regulatory, competitive, and strategic and reputational risks in the context of reports from the management team and evaluate the risks inherent in significant transactions. While our board of directors is ultimately responsible for risk oversight, our Board committees assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk.

The Audit Committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, cybersecurity and certain corporate, legal and regulatory risks. On an annual basis, our Audit Committee reviews the management team’s assessment of business risk, compliance risks and disclosure control and procedure risks, with an emphasis on short-term and intermediate-term risks, and summarizes and discusses these risks with our board of directors. The Compensation Committee assists our board of directors in assessing risks created by the incentives inherent in our compensation policies. The Nominating and Governance Committee assists our board of directors in fulfilling its oversight responsibilities with respect to corporate governance and the management of certain corporate, legal and regulatory risks, including environmental, social and corporate governance matters.

Director Independence

Our common stock is listed on The Nasdaq Capital Market. Under the rules of The Nasdaq Stock Market, LLC (the “Nasdaq Stock Market”) independent directors must constitute a majority of a listed company’s board of directors. In addition, the rules of the Nasdaq Stock Market require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation and Nominating and Governance Committees must be an “independent director”. Under the rules of the Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s 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. Additionally, Compensation Committee members must not have a relationship with the listed company that is material to the director’s ability to be independent from management in connection with the duties of a Compensation Committee member. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that Athena Countouriotis, M.D., Maxine Gowen, Ph.D., Sandip Kapadia, Thomas Kassberg, Derrell Porter, M.D., and Dolan Sondhi, Ph.D., representing six of our seven incumbent directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the Nasdaq Stock Market. In making these determinations, our board of directors 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, including the beneficial ownership of our capital stock by each non-employee director and any affiliates.

Committees of Our Board of Directors

Our board of directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which has the composition and responsibilities described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each of these committees has a written charter, copies of which are available without charge on the investor relations section of our website at https://www.passagebio.com/investors-and-news/corporate-governance/default.aspx.

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Audit Committee

Our Audit Committee is composed of Dr. Countouriotis, Mr. Kapadia, and Mr. Kassberg. Mr. Kapadia is the Chair of our Audit Committee. The composition of our Audit Committee meets the requirements for independence under the current Nasdaq Stock Market and SEC rules and regulations. Each member of our Audit Committee is financially literate. In addition, our board of directors has determined that Mr. Kapadia is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. Our Audit Committee is directly responsible for, among other things:

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selecting and hiring our independent registered public accounting firm;

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the qualifications, independence and performance of our independent auditors;

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the preparation of the audit committee report to be included in our annual proxy statement;

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our compliance with certain legal and regulatory requirements, including disclosure controls;

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overseeing our cybersecurity risk management program;

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assisting the board of directors with risk assessment and management;

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our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements; and

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reviewing and approving related-person transactions.

Compensation Committee

Our Compensation Committee is composed of Dr. Countouriotis, Dr. Gowen and Dr. Porter. Dr. Countouriotis is the Chair of our Compensation Committee. The composition of our Compensation Committee meets the requirements for independence under the current Nasdaq Stock Market and SEC rules and regulations. Our Compensation Committee is responsible for, among other things:

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evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs;

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evaluating and recommending non-employee director compensation arrangements for determination by the board of directors;

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administering our cash-based and equity-based compensation plans; and

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overseeing our compliance with regulatory requirements associated with the compensation of directors, officers and employees.

The Compensation Committee has the sole authority and responsibility, subject to any approval by the board of directors which the Compensation Committee or legal counsel determines to be desirable or required by applicable law or the Nasdaq rules, to determine all aspects of executive compensation packages for the Chief Executive Officer and other executive officers. The Compensation Committee also makes recommendations to our board of directors regarding the form and amount of compensation of non-employee directors. The Compensation Committee may take into account the recommendations of the Chief Executive Officer with respect to compensation of the other executive officers, and the recommendations of the board of directors or any member of the board of directors with respect to compensation of the Chief Executive Officer and other executive officers.

The Compensation Committee engaged an independent executive compensation consulting firm, Pearl Meyer and Partners, LLC (“Pearl Meyer”) to evaluate our executive compensation and board of directors compensation program and practices and to provide advice and ongoing assistance on these matters. Specifically, Pearl Meyer was engaged to:

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provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

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review and assess our current board of directors, Chief Executive Officer and other executive officer compensation policies and practices and equity profile, relative to market practices, including our compensation arrangements with directors and officers appointed to serve in interim roles;

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review and assess our current executive compensation program relative to market to identify any potential changes or enhancements to be brought to the attention of the Compensation Committee; and

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review market practices regarding base salary, bonus and equity programs.

Representatives of Pearl Meyer met informally with the Chair of the Compensation Committee and attended the regular meetings of the Compensation Committee, including executive sessions from time to time without any members of management present. During the fiscal year ended December 31, 2025, Pearl Meyer worked directly with the Compensation Committee (and not on behalf of management) to assist the committee in satisfying its responsibilities and undertook no projects for management without the committee’s prior approval. The Compensation Committee has determined that none of the work performed by Pearl Meyer during the fiscal year ended December 31, 2025 raised any conflict of interest.

Nominating and Governance Committee

Our Nominating and Governance Committee is composed of Dr. Gowen, Dr. Porter and Dr. Sondhi. Dr. Gowen is the Chair of our Nominating and Governance Committee. Our Nominating and Governance Committee is responsible for, among other things:

●

identifying, considering and recommending candidates for membership on our board of directors;

●

overseeing the process of evaluating the performance of our board of directors; and

●

advising our board of directors on corporate governance matters, including environmental, social and governance issues.

Codes of Conduct and Ethics

Our board of directors has adopted a Code of Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. We intend to disclose future amendments to certain provisions of our Code of Conduct and Ethics, or waivers of these provisions, on our website or in public filings to the extent required by the applicable rules. The full text of our Code of Conduct and Ethics is posted on the investor relations section of our website at https://www.passagebio.com/investors-and-news/corporate-governance/default.aspx.

Corporate Social Responsibility

We believe that corporate social responsibility initiatives are important to our business and to creating sustainable value for our stockholders and wider stakeholder group. Our board of directors and management are committed to these initiatives and believe these efforts will benefit our employees, partners, and the communities in which we operate.

Insider Trading Policy, Anti-Hedging

We have adopted an Insider Trading Policy that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive officers, to establish policies and procedures to promote compliance with applicable U.S. securities laws, rules and regulations and applicable Nasdaq listing standards and prohibit the purchase, sale and/or other dispositions of Company securities while in the possession of material nonpublic information related to the Company and the disclosure of material nonpublic information related to the Company to any outside person. Our Insider Trading Policy further prohibits such individuals from purchasing financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in market value of our common stock, such as prepaid variable forward contracts, equity swaps, collars, forward sale contracts and exchange funds.

Our Insider Trading Policy also prohibits the Company from transacting in its own securities unless in compliance with applicable U.S. securities laws, rules and regulations and applicable Nasdaq listing standards.

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Timing of Equity Grants

We do not time equity grants to take advantage of a depressed stock price or an anticipated increase in stock price and generally make awards on predetermined dates to ensure that awards cannot be timed to take advantage of material nonpublic information. New hire stock awards to employees, including executive officers, are generally granted in the month coincident with or immediately following their start date, and initial awards to non-employee directors are granted on the date of the non-employee director’s initial appointment or election to our board of directors.

Compensation Recovery Policy

On October 12, 2023, our board of directors adopted and our Compensation Committee administers, a Compensation Recovery Policy (the “Clawback Policy”) to comply with new rules and regulations promulgated by the SEC, including Rule 10D-1 of the Exchange Act that is applicable to our executive officers and all employees who are officers for purposes of Section 16 of the Exchange Act, including current and former executive officers and Section 16 officers (the “Covered Employees”). Our Clawback Policy allows us to recover or “clawback” certain incentive-based compensation from Covered Employees in the event of a restatement of our financial statements due to material noncompliance with any financial reporting requirements under the federal securities laws. Under our Clawback Policy, if the restatement would result in any incentive-based compensation paid during the three years preceding the restatement to have been lower had it been calculated based on such restated results, we must recover the amounts in excess of what would have been paid under the restatement from any participant who received such incentive-based compensation.

Compensation Committee Interlocks and Insider Participation

During 2025, Dr. Countouriotis, Dr. Gowen, and Dr. Porter served on our Compensation Committee. None of our current executive officers have served as a member of the board of directors, or as a member of the Compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or Compensation Committee during the fiscal year ended December 31, 2025.

Board and Committee Meetings and Attendance

The board of directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from time to time. During 2025, the board of directors held five meetings including telephonic meetings; the Audit Committee held four meetings; the Compensation Committee held six meetings; and the Nominating and Governance Committee held four meetings. During 2025, each director attended at least 75% of the aggregate of the total number of meetings held by the board of directors during his or her tenure and the total number of meetings held by all committees of the board of directors on which such director served during his or her tenure. The independent members of the board of directors also meet separately without management directors on a regular basis to discuss such matters as the independent directors consider appropriate.

Board Attendance at Annual Stockholders’ Meeting

We invite and encourage each member of our board of directors to attend our annual meetings of stockholders. We do not have a formal policy regarding attendance of our annual meetings of stockholders by the members of our board of directors. All members of our board of directors attended our 2025 Annual Meeting of Stockholders.

Communication with Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of the board of directors or a specific member of our board of directors (including our Chair) may do so by letters addressed to:

Passage Bio, Inc.
c/o Corporate Secretary
One Commerce Square
2005 Market Street, 39^th Floor
Philadelphia, PA 19103

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All communications by letter addressed to the attention of our Corporate Secretary will be reviewed by the Corporate Secretary and provided to the members of the board of directors unless such communications are unsolicited items, sales materials and other routine items and items unrelated to the duties and responsibilities of the board of directors.

Considerations in Evaluating Director Nominees

The Nominating and Governance Committee is responsible for identifying, considering, and recommending candidates to the board of directors for board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a diverse, experienced, and highly qualified board of directors. Candidates may come to our attention through current members of our board of directors, professional search firms, stockholders or other persons.

The Nominating and Governance Committee will recommend to the board of directors for selection all nominees to be proposed by the board of directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the board of directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the board of directors to fill interim director vacancies.

Our board of directors encourages the selection of directors who will contribute to the company’s overall corporate goals. The Nominating and Governance Committee may from time-to-time review and recommend to the board of directors the desired qualifications, expertise, and characteristics of directors, including such factors as business experience, personal skills in life sciences and biotechnology, finance, marketing, financial reporting and other areas that are expected to contribute to an effective board of directors. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the board of directors, the Nominating and Governance Committee considers these factors in the light of the specific needs of the board of directors at that time.

In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the board of directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Nominating and Governance Committee considers director tenure. We value diversity on a company-wide basis but have not adopted a specific policy regarding board diversity.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Governance Committee will consider properly submitted stockholder recommendations for candidates for our board of directors who meet the minimum qualifications as described above. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. A stockholder of record can nominate a candidate for election to the board of directors by complying with the procedures in Article I, Section 1.12 of our Amended and Restated Bylaws (the “Bylaws”). Any eligible stockholder who wishes to submit a nomination should review the requirements in the Bylaws on nominations by stockholders. Any nomination should be sent in writing to our Corporate Secretary, Passage Bio, Inc., One Commerce Square, 2005 Market Street, 39^th Floor, Philadelphia, PA 19103. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information regarding the nominee and proposing stockholder as specified in the Bylaws, and certain representations regarding the nomination. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Governance Committee and may be considered at any point during the year. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials are forwarded to the Nominating and Governance Committee.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Stockholder Proposals to Be Presented at Next Annual Meeting.” In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees for the 2027 Annual Meeting of Stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

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PROPOSAL NO. 1
ELECTION OF CLASS III DIRECTORS

Our board of directors is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors and director nominees in Class III will stand for election at this Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders to be held in 2027 and 2028, respectively. Our Nominating and Governance Committee recommended to our board of directors, and our board of directors nominated Dr. Countouriotis, and Mr. Kapadia, each an incumbent Class III director, for election as Class III directors at the Annual Meeting. At the recommendation of our Nominating and Governance Committee, our board of directors proposes that each of the Class III nominees be elected as a Class III director for a three-year term expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal.

Each director will be elected by a plurality of the votes present online at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the two individuals nominated for election to the board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one or both of the nominees or “WITHHOLD” your vote with respect to one or both of the nominees. A “WITHHOLD” vote will have the same effect as an abstention. Shares represented by proxies will be voted “FOR” the election of each of the Class III nominees, unless the proxy is marked to withhold authority to so vote. You may not cumulate votes in the election of directors. If any nominee for any reason is unable to serve, the proxies may be voted for such substitute nominee as the proxy holders, who are officers of our Company, might determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors.

Nominees to the Board of Directors

The nominees and their ages as of March 26, 2026 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.


Name	Age	Class
Athena Countouriotis, M.D. ^{(1) (2)}	54	Class III Director
Sandip Kapadia ⁽³⁾	56	Class III Director

(1)	Chairperson of our Compensation Committee

(2)	Member of our Audit Committee

(3)	Chairperson of our Audit Committee

Athena Countouriotis, M.D. has served as a member of our board of directors since February 2020. Dr. Countouriotis has served as Chief Executive Officer and Chairperson of the board of directors of Avenzo Therapeutics, a private oncology therapeutics company, since October 2022. Dr. Countouriotis currently serves on the board of directors of BioMarin Pharmaceutical Inc., a public company, Iovance Biotherapeutics, Inc., a public oncology therapeutics company, Recludix Therapeutics, Inc., a private oncology therapeutics company, and Leal Therapeutics, Inc., a private central nervous system diseases company. Prior to that, Dr. Countouriotis served as Chief Executive Officer and a member of the board of directors of Turning Point Therapeutics Inc. from September 2018 to August 2022, and as Chief Medical Officer of Turning Point Therapeutics from May 2018 to September 2018. Dr. Countouriotis served as Senior Vice President and Chief Medical Officer for Adverum Biotechnologies, Inc. from June 2017 to May 2018, and before that served as Senior Vice President, Chief Medical Officer of Halozyme Therapeutics, Inc. from January 2015 to May 2017. Dr. Countouriotis also served as Chief Medical Officer of Ambit Biosciences Corporation from February 2012 until Ambit’s acquisition by Daiichi Sankyo Company in November 2014. Earlier in her career, Dr. Countouriotis led various clinical development organizations within Pfizer Inc. and Bristol-Myers Squibb Company for oncology therapeutics. In addition, Dr. Countouriotis previously served on the board of directors of Cardiff Oncology, a public oncology therapeutics company, and Capstan Therapeutics. Dr. Countouriotis earned a B.S. from the University of California, Los Angeles, and an M.D. from Tufts University School of Medicine. Dr. Countouriotis received her initial training in pediatrics at the University of California, Los Angeles, and additional training at the Fred Hutchinson Cancer Research Center in the Pediatric Hematology/Oncology Program. We believe that Dr. Countouriotis is qualified to serve on our board of directors due to her broad oncology biotech leadership experience and history of guiding multiple development programs to approval.

Sandip Kapadia has served as a member of our board of directors since January 2020. Mr. Kapadia has served as the Chief Financial Officer of Harmony Biosciences Holdings, Inc., a public biopharmaceutical company, since March 2021. Mr. Kapadia also serves on the board of directors of Molecular Partners AG and Alentis Therapeutics AG. Mr. Kapadia previously served as the Chief Financial

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Officer for Intercept Pharmaceuticals, Inc. from July 2016 to March 2021. Prior to that, Mr. Kapadia served in various leadership capacities within finance over 19 years at Novartis International AG and Novartis affiliates in the United Kingdom, Netherlands, Switzerland and the U.S. Mr. Kapadia previously served on the board of directors of VectivBio AG from October 2020 to July 2023. Mr. Kapadia received a B.S. in Accounting from Montclair State University and an M.B.A. from Rutgers University, and is also a U.S. Certified Public Accountant. We believe that Mr. Kapadia is qualified to serve on our board of directors due to his leadership experience in the biopharmaceutical industry and finance expertise.

Continuing Directors

The directors who are serving for terms that end following the Annual Meeting and their ages as of March 26, 2026 are provided in the table below. Additional biographical information for each nominee is set forth in the text below the table.


Name	Age	Class
William Chou, M.D.	53	Class I Director
Maxine Gowen, Ph.D. ^{(1) (2) (3)}	68	Class II Director
Thomas Kassberg ⁽⁴⁾	65	Class I Director
Derrell Porter, M.D. ^{(3) (5)}	55	Class I Director
Dolan Sondhi, Ph.D. ⁽⁵⁾	55	Class II Director

(1)	Chairperson of our Board of Directors

(2)	Chairperson of our Nominating and Governance Committee

(3)	Member of our Compensation Committee

(4)	Member of our Audit Committee

(5)	Member of our Nominating and Governance Committee

William Chou, M.D. has served as our Chief Executive Officer and member of our board of directors since October 2022. Dr. Chou is an accomplished executive with nearly 20 years of healthcare experience across a range of development and commercialization roles. Dr. Chou previously served as CEO of Aruvant Sciences (“Aruvant”), a clinical-stage biopharmaceutical company focused on developing gene therapies for rare disease, from November 2019 to October 2022. Prior to joining Aruvant, from May 2008 to October 2019, Dr. Chou served in a variety of leadership roles at Novartis Pharma AG (“Novartis”), including Vice President and Global Disease Lead for Novartis’ Cell and Gene Therapy where he oversaw the global commercial launch of Kymriah®, the first CAR-T cell therapy. Prior to that role, Dr. Chou led the Kymriah^® lymphoma clinical development program to approvals in the United States, Europe, Australia, Canada and Japan. Before joining Novartis, Dr. Chou worked at the Boston Consulting Group where he focused on commercial and clinical pharmaceutical strategy. Dr. Chou holds an MBA from the Yale School of Management, an MD from the University of Pittsburgh School of Medicine, and an AB in politics and economics from Princeton University. Dr. Chou completed his residency in internal medicine at Yale New Haven Hospital and his fellowship in geriatrics at Yale University. We believe that Dr. Chou is qualified to serve on our board of directors due to his leadership experiences in the life science and pharmaceutical industry and his experience of guiding a development program to commercial launch.

Maxine Gowen, Ph.D. has served as a member of our board of directors since February 2021, and as Chairperson of the board of directors since September 2021. Dr. Gowen currently serves on the board of directors Aclaris Therapeutics, Inc., a public biotechnology company. Prior to that, Dr. Gowen served as Chief Executive Officer of Tamuro Bio from July 2019 to December 2021, and as the founding President and Chief Executive Officer of Trevena, Inc., from 2007 to October 2018, where she served as a member of Trevena’s board of directors from 2008 to 2021. Dr. Gowen previously held a variety of leadership roles at GlaxoSmithKline over a period of 15 years. Additionally, Dr. Gowen served on the board of Akebia Therapeutics, Inc from 2014 to 2021, the board of Idera Pharmaceuticals from 2016 to 2022, the board of Merus NV from 2021-2025, the board of directors and executive committee of BIO, an industry association, from 2008 to 2018, and the board of directors and executive committee of Life Sciences Pennsylvania, an industry association, from 2016 to 2021. Dr. Gowen received a B.Sc. in biochemistry from the University of Bristol, U.K., a Ph.D. in cell biology from the University of Sheffield, U.K., and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Dr. Gowen is qualified to serve on our board of directors due to her leadership experiences in the life science and pharmaceutical industry.

Thomas Kassberg has served as a member of our board of directors since September 2024. Mr. Kassberg retired in September 2025 as Chief Business Officer and Executive Vice President, of Ultragenyx Pharmaceutical Inc., a biotechnology company, positions he held beginning in January 2016 and November 2011, respectively. Prior to Ultragenyx, Mr. Kassberg worked as Vice President of Business Development at Corium International, Inc., a biotechnology company, from July 2010 to October 2011. Mr. Kassberg has also worked as an independent consultant in corporate development and business strategy and consulted with a number of companies from

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March 2009 to June 2010, including Corium International, Inc. and Rib-X Pharmaceuticals, Inc., a pharmaceutical company focused on the development of novel antibiotics. Before becoming a consultant, Mr. Kassberg worked at Proteolix, Inc., a biotechnology company subsequently acquired by Onyx Pharmaceuticals, from January 2008 to February 2009, where he served as Senior Vice President of Corporate Development. Mr. Kassberg earned his M.B.A. from Northwestern University’s Kellogg School of Management, and his B.A. in economics and management from Gustavus Adolphus College. We believe that Mr. Kassberg is qualified to serve on our board of directors due to his leadership experience in the biopharmaceutical industry and finance expertise.

Derrell D. Porter, M.D. has served as member of our board of directors since May 2021. Dr. Porter has served as Chief Executive Officer and as member of the board of directors of cTRL Therapeutics, Inc., since November 2023. Dr. Porter has served on the board of directors of Acumen Pharma, since January 2023, and currently serves on the boards of directors of several private organizations. Previously, Dr. Porter served as Founder and Chief Executive Officer at Cellevolve Bio, Inc., a privately held biotechnology company from March 2020 to November 2023. Prior to that, Dr. Porter served as Chief Commercial Officer at Atara Biotherapeutics, Inc. from May 2017 to October 2019. Prior to joining Atara, Dr. Porter served as a Vice President with Gilead Sciences from April 2013 to May 2017, where he was responsible for corporate strategy, commercial planning, and global launch preparation for all of Gilead’s therapeutic areas. Previously, Dr. Porter was at AbbVie and Amgen, where he served in multiple US, EU and global roles of increasing responsibility in strategy, corporate development, business unit management, and sales & marketing. Dr. Porter began his career at McKinsey & Company in Los Angeles as part of the West Coast Health Care Practice. Dr. Porter holds an M.D. from the University of Pennsylvania, where he was a Twenty First Century Scholar, an M.B.A. from The Wharton School and a Bachelor’s degree in neuroscience from the University of California Los Angeles. We believe Dr. Porter is qualified to serve on our board of directors due to his biopharmaceutical, corporate development and global marketing experience.

Dolan Sondhi, Ph.D. has served as a member of our board of directors since July 2023. Dr. Sondhi is a Professor of Research in the Department of Genetic Medicine at Weill Cornell Medicine, having held numerous academic appointments there since 1999. Dr. Sondhi is also the Associate Director of the Belfer Gene Therapy Core Facility, a clinical vector manufacturer, as well as the Manager for all Neurological and Translational Gene Therapy Projects within the Department of Genetic Medicine. Prior to Weill Cornell, she completed her post-doctoral fellowship at Rockefeller University. Dr. Sondhi holds a Ph.D. in Chemistry from Brown University and a Bachelor of Science in Chemistry (Honors) from St. Stephens College, Delhi University. Dr. Sondhi also currently serves on the Scientific Advisory Board for Form Bio, a private biotechnology company focused on the use of AI in improving gene therapy manufacturing, and Intelisci, a private biotechnology consulting firm. We believe that Dr. Sondhi is qualified to serve on our board of directors due to her extensive gene therapy research and development experience.

Family Relationships

There are no familial relationships among any of our directors and executive officers.

Non-Employee Director Compensation

Non-Employee Director Compensation for 2025

For the year ended December 31, 2025, our non-employee directors received the following compensation (as approved by our board of directors):

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Cash Compensation. Each non-employee director received an annual cash retainer of $40,000. Additionally, the Chair of our board of directors received an additional annual payment of $30,000; the Chair of our Audit, Compensation and Nominating and Governance Committees received an additional annual payment of $15,000, $12,000 and $8,000 respectively; and the members of our Audit, Compensation and Nominating and Governance Committees received an additional annual payment of $7,500, $5,500 and $4,000, respectively. Cash compensation was paid quarterly in arrears and was pro-rated for partial quarters served.

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Equity Compensation. Each new, non-employee director who joined our board of directors would receive an initial option grant for the purchase of shares of our common stock with a value of $110,000 upon election to our board of directors, which vest in equal monthly installments for three years after the grant date, subject to the director’s continued service on our board of directors. No new, non-employee directors joined our board of directors during the year ended December 31, 2025. On the date of the 2025 annual meeting of stockholders, each non-employee director who continued to serve on our board of directors immediately following such meeting received an option grant for the purchase of shares of our common stock with a value of $55,000, which vest on the one-year anniversary after the grant date, subject to the director’s continued service on our board of directors. In addition, equity awards for non-employee directors will vest in full in the event that we are subject to a change in control or upon certain other events. Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their reasonable travel expenses incurred in attending board and committee meetings.

The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the year ended December 31, 2025. Dr. Chou, our President and Chief Executive Officer, did not receive additional compensation for his service as a director during 2025. Saqib Islam resigned from the Company’s board of directors effective September 16, 2025.


		Fees Earned or	Option	All Other
Name		Paid in Cash ($)	Awards⁽¹⁾ ($)	Compensation ($)	Total ($)
Maxine Gowen, Ph.D.		83,500	55,000	-	138,500
Athena Countouriotis, M.D.		54,181	55,000	-	109,181
Saqib Islam		35,340	55,000	-	90,340
Sandip Kapadia		55,000	55,000	-	110,000
Thomas Kassberg		47,500	39,176	-	86,676
Derrell Porter, M.D.		49,500	55,000	-	104,500
Dolan Sondhi, Ph.D.		44,000	55,000	-	99,000

(1)

The amounts reported in this column represent the aggregate grant date fair value of the stock options granted to our non-employee directors during the year ended December 31, 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. The assumptions used in calculating the aggregate grant date fair value of the stock options reported in this column are set forth in Note 13 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that may be received by our directors from the stock options. For information regarding the number of stock options held by each non-employee director as of December 31, 2025, see the table below:


Name		Option Awards
Maxine Gowen, Ph.D.		18,794
Athena Countouriotis, M.D.		17,412
Sandip Kapadia		19,765
Thomas Kassberg		15,895
Derrell Porter, M.D.		16,567
Dolan Sondhi, Ph.D.		14,446

Non-Employee Director Compensation Policy

In April 2024, our board of directors adopted a written Non-Employee Director Compensation Policy (the “Policy”). The Policy covers the elements and amounts of compensation that our non-employee directors receive, as well as certain process and governance requirements that will remain in place through December 31, 2027. In particular, the Policy requires the Compensation Committee to annually retain a compensation consultant to conduct an analysis of non-employee director compensation for the purpose of setting future compensation. The analysis is based on a group of comparable companies, or the Director Compensation Peer Group, that the consultant selects pursuant to the parameters described below. The Compensation Committee will then review and approve the Director Compensation Peer Group, as recommended by the compensation consultant, as well as any resulting recommendations for director compensation.

The Policy requires that the Director Compensation Peer Group be determined on an annual basis, based on the recommendations of the compensation consultant, and shall be limited to companies with market capitalizations of 0.4 to 2.25 times that of our market

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capitalization, except that if our market capitalization is less than $250 million, the constituent companies may have a market capitalization of 0.333 to 3 times that of our market capitalization.

In accordance with the Policy, the Compensation Committee retained Pearl Meyer as its compensation consultant for the determination of our 2026 non-employee director compensation program. Pearl Meyer established a peer group of twenty publicly traded companies for the purpose of informing non-employee director compensation decisions. The peer group reflected companies with the following characteristics:

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Publicly traded and listed on a major exchange;

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Primary business operations in the biotechnology or pharmaceutical industry;

●

Completed an initial public offering prior to January 1, 2024;

●

Currently in a pre-commercial status;

●

Market capitalization between $13 million and $113 million;

●

Total full-time employee count between 20 and 150; and

●

Last twelve months operating expenses between $20 million and $160 million.

The following peer group was selected based on the above-mentioned criteria (the “2026 Director Compensation Peer Group”).

In the table below, (i) “Full Time Employees” was compiled using information from each peer group company’s human capital disclosure included in the applicable peer group company’s most recently filed Form 10-K as of the date of the analysis and (ii) “Last Twelve Months Operating Expenses” was compiled using information from each peer group company’s financial statements included in the applicable peer group company’s most recently filed Form 10-K or 10-Q, as applicable, as of the date of the analysis.


Company	Market Capitalization at 12/31/2025 (in millions)		Full Time Employees		Last Twelve Months Operating Expenses (in millions)
Actinium Pharmaceuticals, Inc.	$	42		37	$	37
Aligos Therapeutics, Inc.	$	57		70	$	89
ALX Oncology Holdings Inc.	$	61		80	$	108
AN2 Therapeutics, Inc.	$	31		22	$	37
BioAtla, Inc.	$	34		61	$	66
Celularity Inc.	$	32		123	$	89
Century Therapeutics, Inc.	$	87		140	$	136
Clene Inc.	$	61		75	$	24
Immunic, Inc.	$	64		91	$	106
Jasper Therapeutics, Inc.	$	51		64	$	93
KALA BIO, Inc.	$	13		38	$	42
Kezar Life Sciences, Inc.	$	46		55	$	65
Lantern Pharma Inc.	$	34		24	$	20
LeonaBio, Inc.	$	30		26	$	39
Lisata Therapeutics, Inc.	$	16		26	$	21
NextCure, Inc.	$	50		43	$	62
PDS Biotechnology Corporation	$	42		24	$	32
Precision BioSciences, Inc.	$	100		108	$	90
Rallybio Corporation	$	29		25	$	39
Xilio Therapeutics, Inc.	$	34		64	$	76

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The Policy also includes the following limitations on the amounts of compensation that may be paid to non-employee Directors:

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Continuing Directors. The total average annual compensation of all continuing non-employee directors for any calendar year shall not exceed the 62.5^th percentile of total combined annual cash and equity non-employee director compensation of the Company’s Director Compensation Peer Group.

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New Directors. The average annual compensation of any new director’s total annual cash compensation shall not exceed the 62.5^th percentile of the Company’s Director Compensation Peer Group. Each new director’s initial equity award shall not exceed two times the value of the annual award granted to continuing directors in that year.

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Market Capitalization Limitation. If our market capitalization is below $100 million, measured as of the last day of the fiscal quarter immediately preceding the date on which the board of directors approves annual Non-Employee Director compensation, the total average non-employee director compensation shall not exceed $125,000, excluding any initial equity award granted to New Directors as described above.

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Compensation for Other Service. Any compensation awarded to non-employee directors for service as an officer, employee or consultant of the Company shall be excluded from the calculation of total average annual director compensation.

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Equity Awards to be Granted by Value. Equity awards to non-employee directors shall be calculated and granted in terms of a designated value, and not in terms of a fixed number of shares. Value (for the purposes of determining the number shares that will be subject to an award) means the grant date fair value of the award determined in accordance with FASB ASC Topic 718.

Non-Employee Director Compensation for 2026

Pearl Meyer recommended, and after review and recommendation by our Compensation Committee, our board of directors approved the 2026 non-employee director compensation program based on the analysis of the Peer Group and application of the provisions of the Policy:

●

Cash Compensation. An annual cash retainer of $40,000 to each non-employee director. Additionally, the Chair of our board of directors receives an additional annual payment of $30,000; the Chair of our Audit, Compensation and Nominating and Governance Committees receive an additional annual payment of $15,000, $12,000 and $8,000 respectively; and the members of our Audit, Compensation and Nominating and Governance Committees receive an additional annual payment of $7,500, $6,000 and $4,000, respectively. Cash compensation is paid quarterly in arrears and is pro-rated for partial quarters served.

●

Equity Compensation. Each new, non-employee director who joins our board of directors will receive an initial option grant for the purchase of shares of our common stock with a value of $80,000 upon election to our board of directors. Equity awards for new directors will vest in equal monthly installments for three years after the grant date if the director has served continuously as a member of our board of directors through the applicable vesting date. On the date of each annual meeting of stockholders, each non-employee director who continues to serve on our board of directors immediately following such meeting will receive an option grant for the purchase of shares of our common stock with a value of $40,000, or such other amount as determined by our board of directors. Annual equity grants for directors will vest on the one-year anniversary after the grant date if the director has served continuously as a member of our board of directors through the applicable vesting date. In addition, equity awards for non-employee directors will vest in full in the event that we are subject to a change in control or upon certain other events. Non-employee directors receive no other form of remuneration, perquisites, or benefits, but are reimbursed for their reasonable travel expenses incurred in attending board and committee meetings.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED CLASS III DIRECTORS.

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PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected KPMG LLP as our independent registered public accounting firm to perform the audit of our financial statements for the fiscal year ending December 31, 2026. KPMG LLP audited our financial statements for the fiscal years ended December 31, 2025 and 2024. We expect that representatives of KPMG LLP will be present at the Annual Meeting, will be able to make a statement if they so desire and will be available to respond to appropriate questions.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Although ratification by stockholders is not required by law, our Audit Committee is submitting the selection of KPMG LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment. Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in our best interests and the interests of our stockholders.

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our annual financial statements for the years ended December 31, 2025 and 2024.

Principal Accountant Fees and Services


Fees Billed	Fiscal Year 2025		Fiscal Year 2024
Audit fees ⁽¹⁾	$	476,000	$	677,500
Audit-related fees ⁽²⁾		-		-
Tax fees ⁽³⁾		-		-
All other fees ⁽⁴⁾		1,780		1,780
Total fees	$	477,780	$	679,280

(1)

“Audit fees” include fees for professional services provided by KPMG LLP in connection with the audit of our financial statements, review of our quarterly financial statements, and related services that are typically provided in connection with registration statements. Included in the Audit fees for fiscal year 2025 are $16,000 of fees in connection with a registration statement under Form S-8. Included in Audit fees for 2024 are $192,500 of fees in connection with registration statements under Form S-3 and Form S-8.

(2)	There were no “Audit-related fees” for fiscal years 2025 and 2024.

(3)	There were no “Tax fees” for fiscal years 2025 and 2024.

(4)	“All other fees” includes the 2025 and 2024 annual subscription fee to KPMG’s Accounting Research Online.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our Audit Committee pre-approves services on a case-by-case basis. All of the services relating to the fees described in the table above were approved by our Audit Committee.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2.

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PROPOSAL NO. 3

NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. This non-binding advisory vote is commonly referred to as a “say on pay” vote.

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. The compensation of our named executive officers subject to the non-binding advisory vote is disclosed under the section titled “Executive Compensation,” including the compensation tables and the related narrative disclosure, in this Proxy Statement.

Accordingly, our board of directors is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the compensation tables and narrative discussion included in the “Executive Compensation” section of this Proxy Statement is hereby APPROVED.”

Because the vote is advisory, it is not binding on the board of directors or the Company. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the board of directors and, accordingly, our board of directors and our compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present online at the virtual Annual Meeting or represented by proxy at the Annual Meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes) on this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3.

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PROPOSAL NO. 4

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES REGARDING NAMED EXECUTIVE OFFICER COMPENSATION

Under the Dodd-Frank Act and Section 14A of the Exchange Act, at least every six years our stockholders are entitled to vote on an advisory basis to indicate the frequency with which we should hold future non-binding votes to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules, commonly known as a “say-when-on-pay” vote, or to abstain from voting.

We are requesting your non-binding vote to determine whether the frequency of the vote to approve the compensation of our named executive officers should be every one year, two years or three years. Our board of directors and the Compensation Committee believe that annual votes will allow the Compensation Committee, management, and our stockholders to continue to engage in a timely, open and meaningful dialogue regarding our executive compensation philosophy, policies and practices.

The option of one year, two years or three years that receives the highest number of votes cast by the holders of shares represented in person or by proxy at the meeting and entitled to vote thereon will be the frequency for the advisory vote on named executive officer compensation that has been selected by stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Because the vote is advisory, it is not binding on the board of directors or the Company. However, the board of directors and the Compensation and Nominating and Governance Committees value the opinions of our stockholders and will consider the outcome of the vote when setting the frequency of the advisory vote on executive compensation.

Notwithstanding our board of directors’ recommendation and the outcome of the stockholder vote, our board of directors may, in the future, decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

OUR BOARD RECOMMENDS A VOTE FOR A FREQUENCY OF EVERY YEAR (ONE YEAR) FOR HOLDING FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.

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REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of the Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless and only to the extent that we specifically incorporate it by reference.

The Audit Committee has reviewed and discussed with our management and KPMG LLP our audited financial statements as of and for the year ended December 31, 2025. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States) and the U.S. Securities and Exchange Commission.

The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our board of directors that the audited financial statements as of and for the year ended December 31, 2025 be included in our Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the U.S. Securities and Exchange Commission.

Submitted by the Audit Committee

Sandip Kapadia, Chair

Athena Countouriotis

Thomas Kassberg

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 9, 2026, by:

●

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

●

each of our directors or director nominees;

●

each of our named executive officers; and

●

all of our directors and executive officers as a group.

Percentage ownership of our common stock is based on 3,207,810 shares of our common stock outstanding on March 9, 2026. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed all shares of common stock subject to options or other convertible securities held by that person or entity that are currently exercisable or that will become exercisable within 60 days of March 9, 2026 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Passage Bio, Inc., One Commerce Square, 2005 Market Street, 39th Floor, Philadelphia, PA 19103.


	Beneficial Ownership
Name of Beneficial Owner	Number		Percent
5% Stockholders
Lynx1 Capital Management LP ⁽¹⁾		623,704		19.4%
Vestal Point Capital, LP ⁽²⁾		305,000		9.5%
Directors and Named Executive Officers:
William Chou, M.D. ⁽³⁾		94,436		2.9%
Athena Countouriotis, M.D. ⁽⁴⁾		8,265		*%
Maxine Gowen, Ph.D. ⁽⁵⁾		8,702		*%
Sandip Kapadia ⁽⁶⁾		9,673		*%
Thomas Kassberg ⁽⁷⁾		4,598		*%
Derrell Porter, M.D. ⁽⁸⁾		6,475		*%
Dolan Sondhi, Ph.D. ⁽⁹⁾		4,156		*%
Kathleen Borthwick ⁽¹⁰⁾		21,737		*%
All executive officers and directors as a group (8 persons) ⁽¹¹⁾		158,042		4.9%

*	Represents beneficial ownership of less than one percent.

(1)	Based solely on a Schedule 13G/A filed on November 14, 2025. Represents 623,704 shares of common stock held by Lynx1 Capital Management LP. The address for Lynx1 Capital Management LP is 151 Calle de San Francisco, Suite 200, PMB 1237, San Juan, PR 00901-1607.

(2)	Based solely on a Schedule 13G filed on November 14, 2024. Represents 305,000 shares of common stock held by Vestal Point Capital, LP. The address for Vestal Point Capital, LP is 632 Broadway, Suite 602, New York, NY 10012.

(3)	Represents (i) 6,724 shares of common stock and (ii) 87,712 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(4)	Represents (i) 945 shares of common stock and (ii) 7,320 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(5)	Represents 8,702 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(6)	Represents 9,673 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(7)	Represents 4,598 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(8)	Represents 6,475 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(9)	Represents 4,156 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

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(10)	Represents (i) 5,401 shares of common stock and (ii) 16,336 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026.

(11)	Represents (i) 13,070 shares of common stock and (ii) 144,972 shares underlying options to purchase common stock that are exercisable within 60 days of March 9, 2026, by our directors and executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of Passage Bio, Inc.’s stock to file reports with the SEC regarding their ownership and changes in ownership of our securities, we believe that all Section 16(a) filing requirements were timely met in the fiscal year ended December 31, 2025, with exception of Forms 4 filed on December 29, 2025, on behalf of each of Dr. Chou and Ms. Borthwick, which were each filed late due to administrative error.

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EXECUTIVE OFFICERS

The following table provides information regarding our executive officers as of March 26, 2026:


Name	Age	Position(s)
William Chou, M.D.	53	President, Chief Executive Officer and Director
Kathleen Borthwick	50	Chief Financial Officer

William Chou, M.D. has served as our President and Chief Executive Officer and as a member of our board of directors since October 2022. Dr. Chou’s biographical information is set forth above under the heading “Proposal No. 1 – Election of Class III Directors – Continuing Directors”.

Kathleen Borthwick has served as our Chief Financial Officer since March 2024. From November 2021 to March 2024, Ms. Borthwick served as our Interim Chief Financial Officer and Vice President of Finance. From June 1997 to October 2021, Ms. Borthwick served in various leadership roles of increasing responsibility at Johnson & Johnson Services, Inc. During her tenure at Johnson & Johnson, she worked in Finance in support of Research & Development, Manufacturing, Business Development, Treasury and commercial operations for global Pharmaceutical and Medical Technology business segments. Ms. Borthwick earned her B.S. in Economics with concentrations in Accounting and Health Care Management at the Wharton School of University of Pennsylvania, and her M.B.A. from the Tuck School of Business at Dartmouth College.

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EXECUTIVE COMPENSATION

The following tables and accompanying narrative disclosure set forth information about the compensation provided to certain of our executive officers during the years ended December 31, 2025 and 2024. These executive officers, which consist of our principal executive officer and our two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers at the end of the fiscal year ended December 31, 2025 or for whom disclosure would have been required but for the fact that such individual was not serving as an executive officer as of December 31, 2025. We refer to these individuals as our “named executive officers” Our named executive officers for the fiscal year ended December 31, 2025 were:

●

William Chou, M.D., our President and Chief Executive Officer;

●

Kathleen Borthwick, our Chief Financial Officer; and

●

Edgar B. (Chip) Cale, our former General Counsel and Company Secretary. *

* Mr. Cale served as as our General Counsel and Company Secretary until his passing in June 2025.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to and earned by our named executive officers during the years ended December 31, 2025 and 2024:


						Non-equity
						incentive plan		Option				All other
						compensation		awards		Stock awards		compensation		Total
Name and principal position		Year		Salary ($)		($) ⁽¹⁾		($) ⁽²⁾		($) ⁽³⁾		($) ⁽⁴⁾		($)
William Chou, M.D.		2025		660,985		334,972		239,266		234,040		17,500		1,486,763
President, Chief Executive Officer and Director		2024		638,461		334,400		646,659		-		17,250		1,636,770
Kathleen Borthwick		2025		450,627		181,252		85,440		117,020		17,500		851,839
Chief Financial Officer		2024		420,692		166,785		256,971		-		17,250		861,698
Edgar B. (Chip) Cale		2025		221,860		-		156,850		197,080		17,500		593,290
General Counsel and Corporate Secretary		2024		436,754		172,773		255,143		-		17,250		881,920

(1)	For additional information regarding the non-equity incentive plan compensation, see the section entitled “Non-Equity Incentive Plan Compensation.”

(2)

Represents the grant date fair value of options awarded during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Options awards column are set forth in Note 13 to our financial statements included with our 2025 Annual Report under Form 10-K. Note that the amounts reported in this column reflect the aggregate accounting cost, under generally accepted accounting principles, for these awards and do not necessarily correspond to the actual economic value that may be received by each named executive officer from the options.

The reported amount for Mr. Cale’s fiscal year 2025 awards also includes $71,410 due to the incremental fair value, computed in accordance with FASB ASC Topic 718, of the modification to accelerate the vesting of outstanding stock options following the termination of employment due to the employee’s death and provide that vested stock options in these situations may now be exercised until the option expiration date set forth in the individual’s stock option award agreement. This treatment applied to all outstanding stock options held by Mr Cale. No additional stock options were granted as part of the modification and the exercise price of the stock options did not change in connection with the modification.

(3)

Represents the grant date fair value of restricted stock units awarded during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the restricted stock units reported in the Stock awards column are set forth in Note 13 to our 2025 financial statements included with our 2025 Annual Report under Form 10-K. Note that the amounts reported in this column reflect the aggregate accounting cost, under generally accepted accounting principles, for these awards and do not necessarily correspond to the actual economic value that may be received by each named executive officer from the restricted stock units.

The reported amount for Mr. Cale’s fiscal year 2025 awards also includes $80,060 due to the incremental fair value, computed in accordance with FASB ASC Topic 718, of the modification to accelerate the vesting of outstanding restricted stock units following the termination of employment due to the employee’s death. This treatment applied to all outstanding restricted stock units held by Mr Cale. No additional restricted stock units were granted as part of the modification.

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(4)	Represents matching contributions under our 401(k) Plan.

Executive Compensation Overview

We endeavor to maintain sound compensation governance standards consistent with our executive compensation policies and practices. Our Compensation Committee regularly reviews all compensation components to ensure that they are consistent with our short-term and long-term goals, including base salary, bonus, benefits, equity incentives, and other perquisites, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation. In addition, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. When considering the total variable pay-mix for our executive officers, we seek to design and implement a competitive executive compensation program that combines both cash and incentive elements based on annual performance objectives and long-term equity elements that will be flexible and complementary to meet our compensation objectives. The Compensation Committee also has the authority to administer our equity-based plans, both directly and through delegated authority to the Chief Executive Officer.

Our Compensation Committee provides a recommendation on the compensation of our Chief Executive Officer to the board of directors and approves the compensation of our other executive officers.

In the fall of 2024, the Compensation Committee engaged Pearl Meyer to evaluate our executive compensation program and provide a market frame of reference for setting compensation for the 2025 fiscal year. In evaluating the total compensation of our executive officers, the Compensation Committee, with the assistance of Pearl Meyer, established a peer group of twenty publicly traded companies in the biopharmaceutical industry whose market capitalization, operating size, maturity of product development pipeline or area of therapeutic focus were similar to Passage Bio at that time. In the fall of 2025, Pearl Meyer again assisted the Compensation Committee for the evaluation of our executive compensation program for the 2026 fiscal year. As part of its advice, Pearl Meyer developed a new peer group of twenty publicly traded companies in the biopharmaceutical industry to evaluate our executive compensation program and provide a market frame of reference for setting compensation for the 2026 fiscal year, which accounted for the evolution of the Company between 2024 and 2025 and reflected the characteristics of the Company at that time. Pearl Meyer used this peer group to assist the Compensation Committee in conducting a competitive compensation assessment for our executive officers for the fiscal year ended December 31, 2025 and for fiscal year 2026 compensation planning.

Base Salary

Base salaries are reviewed annually and may be adjusted to realign salaries with market levels of compensation paid by our peer companies, after considering individual responsibilities and performance over the past year. In 2025, the base salary of our continuing officers increased by 3.5% to 7% to better align them with market practices.

Non-Equity Incentive Plan Compensation

Annual bonuses for our executive officers are based on the achievement of individual performance objectives and corporate objectives established by our board of directors that are based on goals related to research and development, regulatory, financial and other general corporate goals. The 2025 target bonus amounts, expressed as a percentage of annual base salary, were 55% for Dr. Chou and 40% for Ms. Borthwick. In February 2026, based on the achievement of these corporate and personal performance objectives, our board of directors determined to award bonuses at 92% and 100% of the targeted amount as reflected in the table above to Dr. Chou and Ms. Borthwick, respectively.

Equity Awards

In 2025, the Company granted stock options and restricted stock units to our named executive officers as a way to incentivize them and as a retention vehicle.

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2025 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding stock options and restricted stock units held as of December 31, 2025. Awards to date have been granted under our 2018 Equity Incentive Plan (the “2018 EIP”), 2020 Equity Incentive Plan (the “2020 EIP”) and 2021 Equity Inducement Plan (the “2021 EIP”) (the 2018 EIP, 2020 EIP, and 2021 EIP herein referred to as the “Incentive and Inducement Plans”).

Option Awards

Stock Awards

Number of

Market value

Securities

shares or

of shares or

underlying

Option

restricted

Vesting

unexercised

exercise

Option

stock units

Grant

Equity

Commencement

options

price

expiration

Grant

that have

Name

date

 

Plan

 

date

 

exercisable

 

unexercisable

 

($)

 

date

not vested (#)

not vested ($)

William Chou, M.D.

10/10/2022

2020 EIP

⁽¹⁾

10/10/2022

8,695

2,280

26.40

10/10/2032

10/10/2022

2021 EIP

⁽¹⁾

10/10/2022

26,344

6,930

26.40

10/10/2032

3/15/2023

2020 EIP

⁽²⁾

3/15/2023

20,922

9,507

21.60

3/15/2033

3/15/2024

2020 EIP

⁽²⁾

3/15/2024

12,579

16,170

30.00

3/15/2034

2020 EIP

1/15/2025

20,000

⁽⁴⁾

236,000

3/17/2025

2020 EIP

⁽²⁾

3/17/2025

7,308

31,668

7.74

3/17/2035

Kathleen Borthwick

12/15/2021

2020 EIP

⁽¹⁾

11/1/2021

2,799

135.00

12/15/2031

6/13/2022

2020 EIP

⁽³⁾

6/13/2022

1,043

45.80

6/13/2032

3/15/2023

2020 EIP

⁽²⁾

3/15/2023

1,893

856

21.60

3/15/2033

7/28/2023

2020 EIP

⁽¹⁾

7/28/2023

604

395

17.55

7/28/2033

3/15/2024

2020 EIP

⁽²⁾

3/15/2024

4,966

6,384

30.00

3/15/2034

2020 EIP

1/15/2025

10,000

⁽⁴⁾

118,000

3/17/2025

2020 EIP

⁽²⁾

3/17/2025

2,610

11,308

7.74

3/17/2035

Edgar B. (Chip) Cale

10/23/2019

2018 EIP

⁽¹⁾⁽⁵⁾

9/23/2019

13,712

161.37

6/16/2026

2/27/2020

2020 EIP

⁽¹⁾⁽⁵⁾

2/27/2020

4,986

360.00

6/16/2026

2/16/2021

2020 EIP

⁽¹⁾⁽⁵⁾

2/15/2021

8,549

437.00

6/16/2026

2/10/2022

2020 EIP

⁽⁵⁾⁽⁶⁾

2/10/2022

5,299

90.40

6/16/2026

5/31/2022

2020 EIP

⁽⁵⁾⁽⁷⁾

5/31/2022

5,000

36.00

6/16/2026

6/13/2022

2020 EIP

⁽³⁾⁽⁵⁾

6/13/2022

5,299

45.80

6/16/2026

3/15/2023

2020 EIP

⁽⁵⁾⁽⁶⁾

3/15/2023

8,749

21.60

6/16/2026

3/15/2024

2020 EIP

⁽⁵⁾⁽⁶⁾

3/15/2024

10,149

30.00

6/16/2026

9/30/2024

2020 EIP

⁽⁵⁾

8/1/2024

2,499

14.00

6/16/2026

3/17/2025

2020 EIP

⁽⁵⁾

3/17/2025

13,918

7.74

6/16/2026

(1)

The option vests as to 25% of the total shares on the first anniversary date of the vesting commencement date and then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested on the fourth anniversary of the vesting commencement date subject to the reporting person’s provision of service to the Company on each vesting date.

(2)	The option vests 2.0833% of the total shares monthly with 100% of the total shares vested on the fourth anniversary of the vesting commencement date, subject to the reporting person’s provision of service to the Company on each vesting date.

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(3)	The option vests 2.7778% of the total shares monthly with 100% of the total shares vested on the third anniversary of the vesting commencement date, subject to the reporting person’s provision of service to the Company on each vesting date.

(4)	Represents restricted stock units, which 50% vested on January 8, 2026, and the remaining 50% vest on January 8, 2027.

(5)	The post-termination exercise period applicable to the option expires in June 2026.

(6)

Under the original terms of the option agreement, the option vests 2.0833% of the total shares monthly with 100% of the total shares vested on the fourth anniversary of the vesting commencement date, subject to the executive’s provision of service to the Company on each vesting date. Upon the executive’s passing in June 2025, all unvested shares subject to this option were accelerated as of June 16, 2025.

(7)

The option vested 8.3333% of the total shares on June 30, 2022, and then 8.3333% of the total shares vested monthly thereafter, with 100% of the total shares vested on May 31, 2023, subject to the executive’s provision of service to the Company on each vesting date. The option was granted in connection with Mr. Cale’s appointment to interim Chief Executive Officer.

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Employment Agreements

We have entered into written employment agreements with each of our named executive officers. Each of these agreements provides for at-will employment and includes each officer’s base salary, a discretionary annual incentive bonus opportunity that may be based on individual and Company performance and standard employee benefit plan participation. These agreements also provide for severance benefits upon termination of employment or a change in control of our Company.

William Chou, M.D.

Effective as of October 10, 2022, William Chou, M.D. was appointed as our Chief Executive Officer and a member of our board of directors. Dr. Chou’s employment agreement provides for at-will employment and included his initial base salary, discretionary annual incentive bonus opportunity, certain initial equity incentive awards and standard employee benefit plan participation. The details of Dr. Chou’s compensation for the years ended 2025 and 2024 are included above in the Summary Compensation Table.

Pursuant to the terms of his employment agreement, in the event Dr. Chou is terminated without “cause” or resigns for “good reason” (as such terms are defined in his employment agreement), Dr. Chou will, subject to his execution and non-revocation of a release of claims, be entitled to a lump-sum cash amount equal to (i) 12 months of his base salary; (ii) 100% of his annual target bonus for the year in which such termination occurs; and (iii) the amount of COBRA premiums he would be required to pay to maintain group healthcare coverage as in effect on the date of his termination for 12 months.

In the event Dr. Chou is terminated without “cause” or resigns for “good reason” (as such terms are defined in his employment agreement), within two months prior to, or 12 months following, a “change in control,” then in lieu of the foregoing and subject to his execution and non-revocation of a release of claims, Dr. Chou would be entitled to a lump-sum cash amount equal to (i)18 months of his base salary at that time; (ii) 150% his annual target bonus for the year in which such termination occurs; and (iii) the amount of COBRA premiums he would be required to pay to maintain group healthcare coverage as in effect on the date of his termination for 18 months. In addition, in the event that a successor company does not assume or substitute equity awards held by Dr. Chou in connection with a “change in control,” or Dr. Chou experiences a qualifying termination as described above within two months prior to, or 12 months following a “change in control,” (as defined in his employment agreement) Dr. Chou’s then-outstanding equity awards will become fully vested and exercisable, as applicable, and forfeiture restrictions thereon will lapse. Unless otherwise set forth in an applicable grant agreement, any performance conditions applicable to such equity awards will be deemed achieved at the greater of target or actual performance.

Each of the foregoing severance payments and benefits are subject to Dr. Chou’s execution of a general release of claims against us, and his compliance with certain non-competition and non-solicitation provisions set forth in his employment agreement or our standard confidentiality and inventions assignment agreement. To the extent such severance payments and benefits are payable in connection with a change in control and would result in excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, then pursuant to this employment agreement, Dr. Chou would be entitled to receive (i) the full payment of such payments and benefits or (ii) such lesser amount as would result in no portion of those payments and benefits being subject to the excise tax, whichever results in the greater net after-tax position for Dr. Chou.

Kathleen Borthwick

On March 1, 2024, Kathleen Borthwick, was appointed as our Chief Financial Officer. Ms. Borthwick’s employment agreement provides for at-will employment and included her initial base salary, discretionary annual incentive bonus opportunity, certain initial equity incentive awards and standard employee benefit plan participation. The details of Ms. Borthwick’s compensation for the years ended 2025 and 2024 are included above in the Summary Compensation Table.

Pursuant to the terms of her employment agreement, in the event Ms. Borthwick is terminated without “cause” or resigns for “good reason” (as such terms are defined in her employment agreement), Ms. Borthwick will, subject to her execution and non-revocation of a release of claims, be entitled to a lump-sum cash amount equal to (i) 12 months of her base salary (ii) the amount of COBRA premiums she would be required to pay to maintain group healthcare coverage as in effect on the date of her termination for 12 months.

In the event Ms. Borthwick is terminated without “cause” or resigns for “good reason” (as such terms are defined in her employment agreement), within two months prior to, or 12 months following, a “change in control,” then in lieu of the foregoing and subject to her execution and non-revocation of a release of claims, Ms. Borthwick would be entitled to a lump-sum cash amount equal to (i) 12 months of her base salary; (ii) 100% her annual target bonus for the year in which such termination occurs; and (iii) the amount of

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COBRA premiums she would be required to pay to maintain group healthcare coverage as in effect on the date of her termination for 12 months. In addition, in the event that a successor company does not assume or substitute equity awards held by Ms. Borthwick in connection with a “change in control,” or Ms. Borthwick experiences a qualifying termination as described above within two months prior to, or 12 months following a “change in control” (as defined in her employment agreement), Ms. Borthwick’s then-outstanding equity awards will become fully vested and exercisable, as applicable, and forfeiture restrictions thereon will lapse. Unless otherwise set forth in an applicable grant agreement, any performance conditions applicable to such equity awards will be deemed achieved at the greater of target or actual performance.

Each of the foregoing severance payments and benefits are subject to Ms. Borthwick’s execution of a general release of claims against us, and her compliance with certain non-competition and non-solicitation provisions set forth in her employment agreement or our standard confidentiality and inventions assignment agreement. To the extent such severance payments and benefits are payable in connection with a change in control and would result in excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, then pursuant to this employment agreement, Ms. Borthwick would be entitled to receive (i) the full payment of such payments and benefits or (ii) such lesser amount as would result in no portion of those payments and benefits being subject to the excise tax, whichever results in the greater net after-tax position for Ms. Borthwick.

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PAY VERSUS PERFORMANCE

As required by Item 402(v) of SEC Regulation S-K, the following table, footnotes and discussion provide “Pay versus Performance” regarding the relationship between executive compensation actually paid (“CAP”), as calculated under the applicable SEC rules, for the last two (2) fiscal years. As required by SEC rules, as it applies to smaller reporting companies, the table presented below discloses CAP for (i) our principal executive officer (“PEO”) and (ii) our NEOs other than the PEO (the “non-PEO NEOs”), on an average basis. The information provided below was not considered by our compensation committee in structuring or determining compensation for our NEOs.

Year-end Value of $100

invested in PASG on

12/31/2023

 

Average Summary

SEC Form DEF 14A filed by Passage Bio Inc.