Q32 Bio Inc DEF 14A, filed Apr 30, 2026
Q32 Bio Inc. (QTTB)
About this DEF 14A
Q32 Bio Inc filed this DEF 14A on April 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Q32 Bio Inc.
830 Winter Street
Waltham, Massachusetts, 02451
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held Friday, June 12, 2026
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Q32 Bio Inc. (“we,” “our,” “us,” or the “Company”), will be held on Friday, June 12, 2026 at 8:30 a.m. Eastern Time. The Annual Meeting will be held entirely online. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/QTTB2026 and entering the 16-digit control number included on your proxy card. You will not be able to attend the Annual Meeting in person. The purpose of the Annual Meeting is the following:
Only Q32 Bio Inc. stockholders of record at the close of business on April 15, 2026 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. You can find more information, including information regarding the nominees for election to our Board of Directors, in the accompanying proxy statement.
We are pleased to comply with the rules of the Securities and Exchange Commission (the “SEC”) that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability of Proxy Materials”), instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We will mail the Notice of Internet Availability of Proxy Materials on or about April 30, 2026 and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you would like to receive a printed copy of our proxy materials, including our proxy statement, our 2025 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Internet Availability of Proxy Materials.
The Board of Directors recommends that you vote “FOR” each of proposals one, two and three as outlined in the accompanying proxy statement.
Your vote is important. Whether or not you are able to attend the meeting online, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting online, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating, and returning the proxy card.
By order of the Board of Directors, |
/s/ Jodie Morrison |
Jodie Morrison Chief Executive Officer |
Waltham, Massachusetts
April 30, 2026
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Q32 BIO INC.
830 Winter Street
Waltham, Massachusetts, 02451
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, JUNE 12, 2026
INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement contains information about the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Q32 Bio Inc., which will be held on June 12, 2026 at 8:30 a.m. Eastern Time. The Annual Meeting will be held entirely online this year. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/QTTB2026 and entering the 16-digit control number included on your proxy card. The Board of Directors of Q32 Bio Inc. (the “Board of Directors”) is using this proxy statement to solicit proxies for use at the Annual Meeting. In this proxy statement, the terms “the Company,” “Q32 Bio,” “we,” “us,” and “our” refer to Q32 Bio Inc. and the term “Legacy Q32” refers to Q32 Bio Operations Inc. (previously named Q32 Bio Inc.) which merged with and into our predecessor company, Homology Medicines, Inc. (“Homology”), in March 2024. The mailing address of our principal executive offices is Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our Board of Directors with respect to each of the matters set forth in the accompanying Notice of Meeting (the “Notice”). You may revoke your proxy at any time before it is exercised at the virtual meeting by giving our Corporate Secretary written notice to that effect and as otherwise described in this proxy statement.
We made this proxy statement and our 2025 Annual Report to Stockholders for the fiscal year ended December 31, 2025 first available to stockholders on or around April 30, 2026.
Your vote is important. We encourage you to vote in advance, even if you plan to attend the Annual Meeting online. To vote online or by phone, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card, or the voting instruction form.
As permitted by the SEC rules, proxy materials were made available via the internet. Notice regarding availability of proxy materials and instructions on how to access those materials were mailed to certain stockholders of record on or about April 30, 2026 (the “Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials included instructions on how to vote and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a low-cost way to furnish stockholders with their proxy materials. If you previously chose to receive proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on Friday, June 12, 2026:
This proxy statement, the Notice of Internet Availability of Proxy Materials and our 2025 Annual Report to Stockholders are available for viewing, printing, and downloading at www.proxyvote.com.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451, Attention: Corporate Secretary. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available on the SEC’s website at www.sec.gov.
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Q32 BIO INC.
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
What is the purpose of the Annual Meeting?
At the Annual Meeting, our stockholders will consider and vote on the following matters:
As of the date of this proxy statement, we are not aware of any business to come before the meeting other than the items noted above.
What are the Board of Directors recommendations for the stockholders?
Our Board of Directors unanimously recommends that you vote:
FOR the election of the three nominees to serve as Class II directors on our Board of Directors, each for a three-year term expiring at the 2029 annual meeting of stockholders;
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
FOR the approval of, on a non-binding, advisory basis, the compensation of our named executive officers.
Who is soliciting my vote?
Q32 Bio’s Board of Directors is soliciting your vote for the Annual Meeting.
When is the record date for the Annual Meeting?
The record date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 15, 2026.
How many votes can be cast by all stockholders?
There were 15,629,463 shares of our common stock, par value $0.0001 per share, outstanding on April 15, 2026, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. No shares of our undesignated preferred stock were outstanding as of April 15, 2026.
How do I vote?
If you are a stockholder of record, there are several ways for you to vote your shares.
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Telephone and Internet voting for stockholders of record will be available until 11:59 p.m. Eastern Time on June 11, 2026, and mailed proxy cards must be received by June 11, 2026 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended.
The voting deadlines and availability of telephone and Internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge you to carefully review and follow the voting instruction card and any other materials that you receive from that organization. If you hold your shares of our common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive.
Why is the Annual Meeting a virtual, online meeting?
We believe that hosting a virtual meeting will facilitate stockholder attendance and participation by enabling stockholders to participate from any location around the world and improves our ability to communicate more effectively with our stockholders. We have designed the virtual meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting.
How do I participate in the Virtual Annual Meeting?
We are pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel.
To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/QTTB2026 and enter the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form. You may begin to log into the meeting platform beginning at 8:15 a.m. Eastern Time on June 12, 2026. The meeting will begin promptly at 8:30 a.m. Eastern Time on June 12, 2026. We encourage you to access the Annual Meeting before it begins.
Stockholders will also have the opportunity to submit questions during the Annual Meeting through www.virtualshareholdermeeting.com/QTTB2026. Stockholders may submit questions during the Annual Meeting using the “Ask a Question” field on the virtual meeting website. A technical support telephone number will be posted on the log-in page of www.virtualshareholdermeeting.com/QTTB2026 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.
How do I ask questions during the Virtual Annual Meeting?
Stockholders may submit questions during the Annual Meeting using the “Ask a Question” field on the virtual meeting website.
You will need to log in to the virtual meeting through www.virtualshareholdermeeting.com/QTTB2026 with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question during the meeting.
Time has been allocated on the agenda to respond to questions submitted during the Annual Meeting. Questions we do not answer during the Annual Meeting will be answered in writing and posted on the Company’s website at q32bio.com. Please refer
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to the Annual Meeting Rules of Conduct and Procedures for more information on how to ask questions. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the Annual Meeting at www.virtualshareholdermeeting.com/QTTB2026.
We encourage you to access the Annual Meeting early. Online check-in will begin approximately 15 minutes before the 8:30 a.m. Eastern Time start time. If you encounter difficulties during the check-in or meeting time, we have technicians available to help you. The technical support contact information will be posted on the virtual meeting login page.
Where may I find copies of Proxy Materials and the 2025 Annual Report?
The Notice of Internet Availability of Proxy Materials and Proxy Statement and 2025 Annual Report are posted on the Company’s website at q32bio.com and at www.proxyvote.com.
How do I revoke my proxy?
You may revoke your proxy by (1) following the instructions on the Notice and entering a new vote by mail that we receive before the start of the Annual Meeting or over the Internet by the cutoff time of 11:59 p.m. Eastern Time on June 11, 2026, (2) attending and voting at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or sent to our principal executive offices at Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451, Attention: Corporate Secretary.
If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.
How is a quorum reached?
Our Amended and Restated Bylaws (“bylaws”) provide that a majority of the holders of voting power of the issued and outstanding shares entitled to vote, represented at the virtual Annual Meeting or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. There were 15,629,463 shares of our common stock outstanding and entitled to vote on the record date. Therefore, a quorum will be present if 7,814,732 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.
Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.
How is the vote counted?
Under our bylaws, any proposal other than an election of directors is decided by the affirmative vote of the holders of a majority in voting power of the votes cast for and against such proposal (excluding abstentions) at the meeting by the holders entitled to vote thereon, except where a different or minimum vote is required by law or by our Restated Certificate of Incorporation, or certificate of incorporation, the bylaws, the rules or regulations of any stock exchange applicable to the Company, or any law or regulation applicable to the Company or its securities. Abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item because it is considered to be a non-routine matter, under the rules of the New York Stock Exchange, and has not received voting instructions from the beneficial owner.
If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “routine” matters, but will not be allowed to vote your shares with respect to “non-routine” matters.
Proposal No. 1 is a “non-routine” item. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote for this proposal, and those votes will be counted as broker “non-votes.” To be elected, the directors
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nominated via Proposal No. 1 must receive a plurality of the votes cast and on the election of directors, meaning that the three director nominees receiving the most votes will be elected as directors. Votes withheld and broker non-votes will have no effect on the election of directors. Our bylaws and certificate of incorporation do not provide for cumulative voting rights in the election of directors.
Proposal No. 2 is a “routine” item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you. For Proposal No. 2, an affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the meeting by the holders entitled to vote thereon is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this proposal.
Proposal No. 3 is a “non-routine” item. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote for this proposal, and those votes will be counted as broker “non-votes.” For Proposal No. 3, an affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the meeting by the holders entitled to vote thereon is required to approve on a non-binding, advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.
Proposal |
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Vote Required |
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Discretionary Voting Permitted? |
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1. Election of Directors |
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Plurality |
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No |
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2. Approval of the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm |
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Majority of votes properly |
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Yes |
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3. The advisory, non-binding vote on the compensation of our named executive officers |
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Majority of votes properly |
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No |
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Who pays the cost for soliciting proxies?
We are making this solicitation and will pay the entire cost of preparing and distributing the Notice and our proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials and the solicitation of votes described above. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.
How may stockholders submit matters for consideration at an annual meeting?
The required notice must be in writing and received by our Corporate Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting, i.e., between February 12, 2027 and March 14, 2027. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the 10th day following the day on which public disclosure of the date of such annual meeting was first made.
In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2027 must also satisfy the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and be received not later than December 31, 2026. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the Securities Exchange Commission (“SEC”). A proposal submitted outside the requirements of Rule 14a-8 under the Exchange Act will be considered untimely if received after March 16, 2027. Stockholder proposals must be delivered by mail to Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451, Attention: Corporate Secretary. We also encourage you to submit any such proposals via email to IR@q32bio.com.
In addition to satisfying the foregoing requirements, stockholders who intend to solicit proxies in support of a director nominee must also comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.
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How can I know the voting results?
We plan to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.
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PROPOSAL NO. 1 — ELECTION OF CLASS II DIRECTORS
Our Board of Directors currently consists of nine members. In accordance with the terms of our certificate of incorporation and bylaws, our Board of Directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.
Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board of Directors, subject to the rights of holders of our preferred stock. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds (2/3) in voting power of the outstanding shares then entitled to vote in an election of directors, and that any vacancy on our Board of Directors, including a vacancy in our Board of Directors resulting from newly created directorship in our Board of Directors, may be filled only by vote of a majority of our directors then in office, although less than a quorum, or by a sole remaining director, in each case subject to the rights of holders of our preferred stock.
Our Board of Directors has nominated Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D. for election as the Class II directors at the Annual Meeting. The nominees, Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D., are presently directors, and have indicated a willingness to continue to serve as directors, if elected, and management has no reason to believe that such nominees will be unavailable to serve. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. If the nominees become unable or unwilling to serve, however, the proxies will be voted for any nominee who may be designated by the present Board to fill the vacancy. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement as only Class II is up for re-election at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees named below.
Nominees for Election as Class II Directors
The following table identifies our nominees for Class II directors and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2026.
Name |
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Positions and Offices Held |
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Served as a |
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Age |
Kathleen LaPorte |
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Director |
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2024 |
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64 |
Jodie Morrison |
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Chief Executive Officer and Director |
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2024 |
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50 |
Arthur Tzianabos, Ph.D. |
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Director |
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2016 |
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63 |
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Kathleen LaPorte. Ms. LaPorte has served as a member of our Board of Directors since March 2024. Ms. LaPorte previously served as a member of Legacy Q32’s board of directors since July 2021. In addition, Ms. LaPorte currently serves as a director of CERo Therapeutics Holdings, Inc. (NASDAQ: CERO), Bolt Biotherapeutics, Inc. (NASDAQ: BOLT), Precipio Diagnostics (NASDAQ: PRPO), and Elysium Therapeutics. Ms. LaPorte also serves as the chair of the compensation committee of CERo Therapeutics since 2024, and the chair of the audit committees of both Bolt Biotherapeutics and Precipio Diagnostics, since 2020 and 2019, respectively. Ms. LaPorte served as a member of the boards of directors of other biopharmaceutical companies, including as the chair of the compensation committee and a member of the nominating and governance committee of 89bio, Inc. (previously, NASDAQ: ENTB) from November 2021 until its acquisition by Roche (SIX: RO, ROG; OTCQX: RHHBY) in 2025. Ms. LaPorte co-founded New Leaf Ventures, served as a General Partner of The Sprout Group from 1993 until 2005, and was Chief Business Officer and Chief Executive Officer of Nodality Inc from 2014 until 2016. Prior to her current roles, Ms. LaPorte served on the California Institute for Regenerative Medicine. Ms. LaPorte holds a B.S. degree in Biology from Yale University and an M.B.A. from the Stanford University Graduate School of Business. We believe Ms. LaPorte’s significant leadership experience in the biopharmaceutical industry provides her with the qualifications and skills to serve as a member of our Board of Directors.
Jodie Morrison. Ms. Morrison has served as our Chief Executive Officer and a member of our Board of Directors since March 2024. Ms. Morrison previously served as a member of Legacy Q32’s board of directors since September 2022. Ms. Morrison also previously served as the President and Chief Executive Officer of Legacy Q32, where she had been employed since September 2022. Prior to joining Legacy Q32, Ms. Morrison was a Venture Partner at Atlas Venture from July 2021 to September 2022, Chief Executive Officer of Cadent Therapeutics, Inc. from January 2019 to March 2021, and Chief Executive Officer of Keryx Biopharmaceuticals, Inc. from April 2018 until December 2018. Ms. Morrison has also served as an Advisor at Atlas Venture since January 2019. She also currently sits on the board of directors of Rectify Pharmaceuticals, Inc. She has previously served as the chair of the board at Ribon Therapeutics, Inc. and held board positions at Aileron Therapeutics, Inc. (previously, NASDAQ: ALRN) and now known as Rein Therapeutics, Inc. (NASDAQ: RNTX), Akebia Therapeutics, Inc. (NASDAQ: AKBA) and Keryx. Ms. Morrison received a certificate through the Greater Boston Executive Program at the MIT Sloan School of Management, a clinical research certification from Boston University School of Medicine, and a B.A. in Neuroscience from Mount Holyoke College. We believe Ms. Morrison’s experience in the biopharmaceutical industry provides her with the qualifications and skills to serve as a member of our Board of Directors.
Arthur O. Tzianabos, Ph.D. Dr. Tzianabos previously served as the Chairman of our Board of Directors from September 2022 to March 2024, and has served as a member of our Board since April 2016. Dr. Tzianabos has served as President and CEO of Lifordi Immunotherapeutics since June 2023 and as Venture Partner at 5AM Ventures since September 2022. Dr. Tzianabos was Homology’s President and Chief Executive Officer from April 2016 to September 2022. Dr. Tzianabos joined Homology from OvaScience, Inc., a biotechnology company (which has since merged with and into Millendo Therapeutics, Inc.), where he served as President and Chief Scientific Officer from September 2013 to March 2016. Prior to OvaScience, Dr. Tzianabos spent eight years at Shire plc, a biotechnology company, where he served in positions of increasing responsibility, including Senior Director, Discovery Research, Vice President, Program Management and Senior Vice President and Head, Research and Early Development. From 1992 to 2005, Dr. Tzianabos was a faculty member at Harvard Medical School and maintained laboratories at the Channing Laboratory, Brigham and Women’s Hospital and the Department of Microbiology and Molecular Genetics at Harvard Medical School. Dr. Tzianabos has served as chairman and a director of Stoke Therapeutics, Inc. (NASDAQ: STOK), a public biotechnology company, since April 2018. Dr. Tzianabos previously served as chairman of the board of directors of Akouos, Inc. (previously, NASDAQ: AKUS), a public biotechnology company, from July 2018 until its acquisition by Eli Lilly in December 2022, and a director of BIND Therapeutics, Inc., a biotechnology company, from October 2015 until its acquisition by Pfizer in July 2016. Dr. Tzianabos holds a B.S. in Biology from Boston College and a Ph.D. in Microbiology from the University of New Hampshire, and completed a Post-Doctoral Fellowship in Immunology at Harvard Medical School. We believe Dr. Tzianabos’ extensive academic and clinical experience, as well as his industry knowledge, qualifies him to serve as a member of our Board of Directors.
Vote Required and Board of Directors’ Recommendation
Under our bylaws, directors are elected by a plurality of the votes cast on the election of directors. This means that the three (3) director nominees receiving the highest number of affirmative votes will be elected as directors. You may vote “for” or “withhold” for each director nominee. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.
The Board of Directors unanimously recommends voting “FOR” the election of Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D. as the Class II directors, each to serve for a three-year term ending at the Annual Meeting of stockholders to be held in 2029 or until their successors have been duly elected and qualified.
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Directors Continuing in Office
The following table and paragraphs identify our directors who are continuing in office and are not expected to stand for election or re-election at this year’s Annual Meeting, and sets forth their principal occupation and business experience during the last five years and their ages as of April 15, 2026.
Name |
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Positions and Offices Held |
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Served as a |
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Class and Year in Which Term Will Expire |
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Age |
David Grayzel, M.D. |
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Director |
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2024 |
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Class I - 2028 |
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58 |
Isaac Manke, Ph.D. |
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Director |
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2024 |
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Class I - 2028 |
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49 |
Diyong Xu |
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Director |
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2024 |
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Class I - 2028 |
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44 |
Mark Iwicki |
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Director |
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2024 |
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Class III - 2027 |
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59 |
Bill Lundberg, M.D. |
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Director |
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2024 |
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Class III - 2027 |
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62 |
Mary Thistle |
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Director |
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2018 |
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Class III - 2027 |
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66 |
Class I Directors
David Grayzel, M.D. Dr. Grayzel has served as a member of our Board of Directors since March 2024. Dr. Grayzel was a co-founder of Legacy Q32 and previously served as a member of Legacy Q32’s board of directors since 2017. Dr. Grayzel joined Atlas Venture in 2010 and has been a Partner since 2014. Since joining Atlas Venture in 2010, Dr. Grayzel has co-founded and served as chief executive officer of numerous companies including Arteaus Therapeutics acquired by Eli Lilly in 2014, Annovation Biopharma acquired by The Medicines Company in 2015, and was a founding board member of both Delinia acquired by Celgene in 2017, and Cadent Therapeutics acquired by Novartis in 2021. Dr. Grayzel is a co-founder and board member of Vima Therapeutics, and also sits on the boards of Affinia Therapeutics and TRIANA Biomedicines. He was previously a board director of Aerovate Therapeutics, Inc. (“Aerovate”) until its merger with Jade Biosciences, Inc., Surface Oncology acquired by Coherus (NASDAQ: CHRS), Xilio Therapeutics (NASDAQ: XLO), and a board observer at Day One Biopharmaceuticals (NASDAQ: DAWN). Dr. Grayzel received a B.A. from Stanford University, an M.D. from Harvard Medical School, and completed his internship and residency training in internal medicine at Massachusetts General Hospital. We believe Dr. Grayzel’s experience as an investor and board member in the life sciences industry, as well as his scientific and medical knowledge, provides him with the qualifications and skills to serve as a member of our Board of Directors.
Isaac Manke, Ph.D. Dr. Manke has served as a member of our Board of Directors since March 2024. Dr. Manke previously served as a member of Legacy Q32’s board of directors since October 2020. Dr. Manke served as a General Partner at Acorn Bioventures from March 2020 to July 2025, where he focused on investing in small cap public and private biotechnology companies. Prior to Acorn, Dr. Manke spent eleven years at New Leaf Venture Partners (NLV) through 2019. In addition to private venture investments, during his time at NLV, Dr. Manke also led the firm’s public investment activities. Dr. Manke has been a board member for several public and private biotechnology companies. Dr. Manke received a B.A. in Biology and a B.A. in Chemistry at Minnesota State University (Moorhead), and a Ph.D. in Biophysical Chemistry and Molecular Structure at the Massachusetts Institute of Technology. We believe Dr. Manke’s experience in the life sciences industry provides him with the qualifications and skills to serve as a member of our Board of Directors.
Diyong Xu. Mr. Xu has served as a member of our Board of Directors since March 2024. Mr. Xu previously served as a member of Legacy Q32’s board of directors since August 2020. Mr. Xu is a Principal at OrbiMed Advisors LLC, an investment firm, where he has served in various roles of increasing responsibility since August 2012. Mr. Xu presently serves on the boards of directors of several private companies. Prior to joining OrbiMed, Mr. Xu worked for Lazard Freres & Co. in its Healthcare Investment Banking Group. Mr. Xu received an M.S. in Management Science and Engineering from Stanford University, an M.S. in Molecular and Cellular Biology from Dartmouth College, and a B.S. in Biology from Zhejiang University. We believe Mr. Xu’s experience in the life sciences industry provides him with the qualifications and skills to serve as a member of our Board of Directors.
Class III Directors
Mark Iwicki. Mr. Iwicki has served as a member of our Board of Directors since March 2024. Mr. Iwicki previously served as the Chairman of Legacy Q32’s board of directors since 2020. Mr. Iwicki currently serves as President and Chief Executive Officer of Inhibikase Therapeutics, Inc. (NASDAQ: IKT) (“Inhibikase”), since February 2025. Previously, Mr. Iwicki served as Chief Executive Officer of Kala Bio, Inc. (NASDAQ: KALA) (“Kala Bio”), from September 2015 to February 2025. Prior to this role, Mr. Iwicki served as President and Chief Executive Officer of Civitas Therapeutics, Inc.(“Civitas”), a biopharmaceutical company, from January 2014 until November 2014, as well as President and Chief Executive Officer of Blend Therapeutics, Inc.
10
(“Blend”), a pharmaceutical company, from December 2012 until January 2014. Prior to Blend, Mr. Iwicki served as President and Chief Executive Officer of Sunovion Pharmaceuticals Inc. (“Sunovion”), a pharmaceutical company from October 2007 until June 2012. Prior to joining Sunovion, Mr. Iwicki worked in various roles at Novartis Pharmaceuticals Corporation, a biopharmaceutical company, from March 1998 to October 2007, where he most recently was Vice President and Business Unit Head. Prior to Novartis, Mr. Iwicki held management positions at Astra Merck Inc. and Merck & Co., Inc. In addition to serving as Executive Chairman of our Board of Directors, Mr. Iwicki also currently serves on the boards of Inhibikase. Mr. Iwicki previously served on the board of directors of Akero Therapeutics, Inc. (NASDAQ: AKRO) from November 2018 to December 2025 until its acquisition by Novo Nordisk, Third Harmonic Bio, Inc. (NASDAQ: THRD) from May 2020 to December 2025, Merus N.V. (NASDAQ: MRUS) from March 2015 to December 2025 until its acquisition by Genmab, Aerovate (NASDAQ: AVTE) from February 2021 to May 2025 until its merger with Jade Biosciences, Inc., Kala Bio from April 2015 to January 2026, Aimmune Therapeutics, Inc. (NASDAQ: AIMT), a biopharmaceutical company, from April 2015 to October 2020, and Pulmatrix, Inc. (NASDAQ: PULM), a biopharmaceutical company, from December 2015 to November 2020. Mr. Iwicki holds a B.S. in Business Administration from Ball State University and an M.B.A. from Loyola University. We believe Mr. Iwicki’s significant leadership and investment experience in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our Board of Directors.
Bill Lundberg, M.D. Dr. Lundberg has served as a member of our Board of Directors since March 2024. Dr. Lundberg previously served on Legacy Q32’s board of directors since December 2017 and was the Chief Executive Officer, President, Principal Financial Officer and Director of Merus N.V. (NASDAQ: MRUS) from June 2019 to December 2025, following its acquisition by Genmab A/S. Prior to that role, Dr. Lundberg served as Chief Scientific Officer at CRISPR Therapeutics AG (NASDAQ: CRSP), a biotechnology company, from January 2015 until February 2018. Dr. Lundberg also served as Vice President and Head of Transitional Medicine at Alexion Pharmaceuticals, Inc. from February 2011 until January 2015. Prior to that position, Dr. Lundberg served as Director and Chief Medical Officer of Taligen Therapeutics, Inc., a biotechnology company, which was acquired by Alexion in 2011. Prior to Taligen, he held several senior roles in clinical drug development and medical affairs at Xanthus/Antisoma, Wyeth (now Pfizer), and Genzyme. Dr. Lundberg previously served on the board of directors of the publicly traded life science company Vor Biopharma (NASDAQ: VOR) from March 2019 to August 2025. Dr. Lundberg holds an M.D. from Stanford University and an M.B.A. from the University of Massachusetts. We believe Dr. Lundberg’s experience, expertise and leadership in the biopharmaceutical industry qualifies him to serve as a member of our Board of Directors.
Mary Thistle. Ms. Thistle has served as a member of our Board of Directors since 2018. Ms. Thistle served as Special Advisor to the Bill & Melinda Gates Medical Research Institute, a non-profit biotech organization, from the fall of 2020 to June 2022, and previously served as the organization’s Chief of Staff from January 2018 to the fall of 2020. Prior to that, she held senior leadership positions at Dimension Therapeutics, Inc., a gene therapy company, including Chief Operating Officer from 2016 to 2017 and Chief Business Officer from 2015 to 2016. Prior to joining Dimension Therapeutics, Inc., she spent six years at Cubist Pharmaceuticals, Inc., a biopharmaceutical company, where she held various leadership positions, including Senior Vice President, Business Development from 2014 to 2015, Vice President, Business Development from 2012 to 2013 and Senior Director, Business Development from 2009 to 2012. Prior to that, she held various positions at ViaCell, Inc. and PerkinElmer Inc. Ms. Thistle has served on the board of directors of Alaunos Therapeutics, Inc. (NASDAQ: TCRT), formerly known as Ziopharm Oncology, Inc. from November 2020 to December 2023, and Vigil Neuroscience, Inc. (NASDAQ: VIGL) from April 2022 to July 2025. Ms. Thistle currently serves of the board of directors of Atkis Oncology, Inc. (NASDAQ: AKTS) since January 2025, Cullinan Therapeutics, Inc. (NASDAQ: CGEM) since August 2024, Entrada Therapeutics, Inc. (NASDAQ: TRDA) since May 2021 and several private biotechnology companies. Ms. Thistle holds a B.S. in Business and Accounting from the University of Massachusetts, Boston and is a former Certified Public Accountant. We believe Ms. Thistle’s finance and business development background and industry experience qualifies her to serve as a member of our Board of Directors.
There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.
Board Diversity
Of our nine directors, we have three directors who are female, and one director who has self-identified as Asian. As noted below, when considering director candidates, the nominating and corporate governance committee of the Board of Directors (the
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“Nominating and Corporate Governance Committee”) considers any diversifying factors they deem appropriate, including, among other things, diversity in professional and personal experience, skills, background, race and gender.
Executive Officers
The following table identifies our executive officers and sets forth their current positions at the Company and their ages as of April 15, 2026.
Name |
|
Positions Held with Q32 Bio |
|
Officer Since |
|
Age |
Jodie Morrison |
|
Chief Executive Officer and Director |
|
2024 |
|
50 |
Lee Kalowski |
|
Chief Financial Officer and President |
|
2024 |
|
45 |
Shelia Violette, Ph.D. |
|
Chief Scientific Officer |
|
2024 |
|
65 |
Jodie Morrison. Ms. Morrison has served as our Chief Executive Officer and a member of our Board since 2024. For a description of Ms. Morrison’s relevant experience, please refer to Ms. Morrison’s biography contained in the section above entitled “Proposal No. 1: Election of Class II Directors.”
Lee Kalowski. M.B.A. Mr. Kalowski has served as our Chief Financial Officer and President since 2024. Mr. Kalowski previously served as Legacy Q32’s Interim Chief Financial Officer since October 2023 and has also served as a consultant to the life sciences industry since October 2023. Prior to joining Legacy Q32, Mr. Kalowski served as Chief Financial Officer from July 2017 to June 2023 and as President from January 2019 to June 2023 of Bicycle Therapeutics. Previously, Mr. Kalowski was Chief Financial Officer of Tokai Pharmaceuticals. Prior to Tokai, Mr. Kalowski served in global biotechnology equity research at Credit Suisse, where he covered companies in the biopharmaceutical industry as a Senior Analyst. Mr. Kalowski received a B.A. in biology and economics from Union College and an M.B.A. from The Wharton School of the University of Pennsylvania.
Shelia M. Violette, Ph.D. Dr. Violette has served as our Chief Scientific Officer and President of Research since 2024. Dr. Violette previously served as the Chief Scientific Officer and President of Research of Legacy Q32, where she had been employed since September 2017. Prior to this role, Dr. Violette was an Entrepreneur in Residence at Atlas Venture from November 2016 to September 2017, and she has continued to serve as an Advisor since September 2017. From July 2016 to June 2021, Dr. Violette was an Adjunct Associate Professor at Yale University School of Medicine’s Department of Internal Medicine. Prior to that position, Dr. Violette held several senior roles in research at Biogen Inc. from March 2012 to October 2016. Dr. Violette currently serves on the Scientific Advisory Boards of Triveni Bio Inc., Morphic Therapeutics, Inc., Mediar Therapeutics Inc., and APIE Therapeutics Inc. Dr. Violette also served on the board of directors of Cytimmune Science from October 2021 to June 2023, and she was on the Scientific Advisory Boards of Scholar Rock Holding Corporation (NASDAQ: SRRK) from April 2017 to December 2022, Enleofen Bio Pte Ltd from June 2017 to April 2020, and NuMedii, Inc. from February 2018 to February 2019. Dr. Violette holds a Ph.D. in Pharmacology from Yale University and a B.S. in Pharmacology from the Massachusetts College of Pharmacy.
The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he or she is to be selected as an executive officer.
There are no material legal proceedings to which any of our directors, executive officers, or affiliates is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.
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PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026
Our stockholders are being asked to ratify the appointment by the audit committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Ernst & Young LLP has served as our independent registered public accounting firm since March 2024 and as the independent registered accounting firm of Legacy Q32 since 2020.
Stockholder approval is not required to appoint Ernst & Young LLP as our independent registered public accounting firm. However, the Board of Directors believes that submitting the appointment of Ernst & Young LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Ernst & Young LLP. Even if the selection of Ernst & Young LLP is ratified, the audit committee may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of the Company and its stockholders.
A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.
We incurred the following fees from Ernst & Young LLP during the years ended December 31, 2025 and 2024, for the audit of the consolidated financial statements and for other services provided (in thousands).
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Audit fees(1) |
|
$ |
741 |
|
|
$ |
717 |
|
Audit-related fees(2) |
|
|
54 |
|
|
|
— |
|
Tax fees(3) |
|
|
27 |
|
|
|
28 |
|
All other fees |
|
|
— |
|
|
|
— |
|
Total fees |
|
$ |
822 |
|
|
$ |
745 |
|
Audit Committee Pre-approval Policy and Procedures
Our audit committee has adopted a policy relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm, which policy became effective as of March 25, 2024. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee, or the engagement is entered into pursuant to the pre-approval procedure described below. From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.
Prior to the adoption of this policy, our Board of Directors pre-approved all audit and non-audit services to be performed by our independent registered public accounting firm.
During 2025 and 2024, no services were provided to us by Ernst & Young LLP other than in accordance with the policies and procedures described above.
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Vote Required and Board of Directors’ Recommendation
The affirmative vote of a majority of the votes cast affirmatively or negatively (excluding abstentions) on this proposal is required to ratify the appointment of our independent public accountant. Shares that are voted “abstain” and broker non-votes, if any, will have no effect on the outcome of this proposal. However, we expect there will be no broker non-votes on this proposal because brokers have discretionary voting authority with respect to this proposal.
The Board of Directors unanimously recommends voting “FOR” Proposal No. 2 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
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PROPOSAL NO. 3 — NON-BINDING, ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A(a)(2) of the Exchange Act, we are providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This is commonly known as a “Say-on-Pay” proposal. Although this is a non-binding advisory vote, because we value the opinion of our stockholders, our Board of Directors and our compensation committee will consider the outcome of the “Say-on-Pay” vote described in this Proposal No. 3 of this proxy statement at the Annual Meeting, as well as feedback received throughout the year, when making compensation determinations for our executive officers in the future.
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 vote is disclosed in the “Executive Compensation” section of this proxy statement, the compensation tables, and the related narrative disclosure that accompanies the compensation tables contained in this proxy statement. As discussed in those disclosures, we believe that our compensation policies and decisions are strongly aligned with our stockholders’ interests and are consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Accordingly, we are asking our stockholders to vote for the following resolution:
RESOLVED, that the Company’s stockholders hereby approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting of Stockholders, the “Executive Compensation”, the compensation tables and narrative discussion that accompanies the compensation tables.
This vote is advisory, and therefore not binding on us, the Board of Directors, or our compensation committee. However, our Board of Directors and compensation committee value your opinion and intend to consider the outcome of the vote when making compensation decisions in the future.
Vote Required and Board of Directors’ Recommendation
The affirmative vote of a majority of the votes cast affirmatively or negatively (excluding abstentions) on this proposal is required to approve, on an advisory basis, the compensation of our named executive officers. Shares that are voted “abstain” and broker non-votes will have no effect on the outcome of this proposal.
The Board of Directors unanimously recommends voting “FOR” Proposal No. 3 to approve, on a non-binding, advisory basis, the compensation of our named executive officers.
15
CORPORATE GOVERNANCE
Director Nomination Process
The Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board of Directors and filling vacancies on the Board of Directors. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director.
In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. The Board of Directors evaluates each individual in the context of the Board of Directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board of Directors.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Secretary, Q32 Bio Inc., 830 Winter Street, Waltham, MA. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
Director Independence
Applicable Nasdaq Stock Market LLC (“Nasdaq”), rules require a majority of a listed company’s Board of Directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed 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. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.
16
In April 2026, our Board of Directors undertook a review of the composition of our Board of Directors and its committees and the independence of each director. Based upon that review, our Board of Directors determined that Mark Iwicki, David Grayzel, Bill Lundberg, Kathleen LaPorte, Isaac Manke, Mary Thistle and Diyong Xu each qualify as “independent” in accordance with the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including that each of Mr. Xu and Mr. Grayzel is affiliated with a separate significant stockholder. Jodie Morrison is not an “independent director” as defined by the Nasdaq rules as a result of her position as our Chief Executive Officer and Arthur Tzianabos is not an “independent director” as defined by the Nasdaq rules as a result of his position as our previous Chief Executive Officer from April 2016 to September 2022. There are no family relationships among any of our directors or executive officers.
Board Committees
Our Board of Directors has established an audit committee, a compensation committee, a nominating and corporate governance committee and a research and development committee. Each of these committees operates under a charter that satisfies the applicable standards of the SEC and Nasdaq. Each such committee reviews its respective charter annually. A current copy of the charter for each of the audit committee, compensation committee, nominating and corporate governance committee, and research and development committee is posted on the corporate governance section of our website, www.q32bio.com.
The members of each of the Board committees and committee Chairpersons are set forth in the following table:
Name |
|
Audit |
|
Compensation |
|
Nominating and |
|
Research and |
Kathleen LaPorte |
|
Chairperson |
|
|
|
X |
|
|
Mark Iwicki |
|
X |
|
Chairperson |
|
|
|
|
Bill Lundberg, M.D. |
|
|
|
X |
|
|
|
Chairperson |
Isaac Manke, Ph.D. |
|
|
|
X |
|
|
|
|
Diyong Xu |
|
|
|
|
|
X |
|
|
Mary Thistle |
|
X |
|
|
|
Chairperson |
|
|
Arthur Tzianabos, Ph.D. |
|
|
|
|
|
|
|
X |
David Grayzel, M.D. |
|
|
|
|
|
|
|
X |
Audit Committee
Mark Iwicki, Kathleen LaPorte, and Mary Thistle serve on the audit committee, which is chaired by Ms. LaPorte. Our Board of Directors has determined that each member of our current audit committee is “independent” for audit committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board of Directors has designated Ms. LaPorte as an “audit committee financial expert,” as defined under the applicable rules of the SEC. During the fiscal year ended December 31, 2025, the audit committee met four times. The report of the audit committee is included in this proxy statement under “Report of the Audit Committee.” The audit committee’s responsibilities include:
17
All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.
Compensation Committee
Mark Iwicki, Bill Lundberg, M.D., and Isaac Manke, Ph.D. serve on the compensation committee, which is chaired by Mr. Iwicki. Our Board of Directors has determined that each member of the compensation committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2025, the compensation committee met three times. The compensation committee’s responsibilities include:
The compensation committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of non-employee directors and executive officers (other than the Chief Executive Officer). Pursuant to the compensation committee’s charter, the compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities.
The compensation committee may delegate its authority under its charter to one or more subcommittees as it deems appropriate from time to time. The compensation committee may also delegate to an officer the authority to grant equity awards to certain employees, as further described in its charter and subject to the terms of our equity plans.
Nominating and Corporate Governance Committee
Kathleen LaPorte, Mary Thistle, and Diyong Xu serve on the nominating and corporate governance committee, which is chaired by Ms. Thistle. Our Board of Directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in the applicable Nasdaq rules. During the fiscal year ended December 31, 2025, the nominating and corporate governance committee met one time. The nominating and corporate governance committee’s responsibilities include:
18
The nominating and corporate governance committee considers candidates for Board of Director membership suggested by its members, other members of the Board of Directors, and the Chief Executive Officer. Additionally, in selecting nominees for directors, the nominating and corporate governance committee will review candidates recommended by stockholders in the same manner and using the same general criteria as candidates recruited by the committee and/or recommended by our Board of Directors. Any stockholder who wishes to recommend a candidate for consideration by the committee as a nominee for director should follow the procedures described later in this proxy statement under the heading “Stockholder Proposals.” The nominating and corporate governance committee will also consider whether to nominate any person proposed by a stockholder in accordance with the provisions of our bylaws relating to stockholder nominations as described later in this proxy statement under the heading “Stockholder Proposals.”
Research and Development Committee
David Grayzel, M.D., Bill Lundberg, M.D., and Arthur Tzianabos, Ph.D. serve on the research and development committee, which is chaired by Dr. Lundberg. During the fiscal year ended December 31, 2025, the research and development committee met one time. The research and development committee’s responsibilities include:
Board and Committee Meetings Attendance
The full Board of Directors met nine times during 2025. During 2025, each member of the Board of Directors attended in person or participated by teleconference in 80% or more of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board of Directors on which such person served (during the periods that such person served).
Director Attendance at Annual Meeting of Stockholders
Our corporate governance guidelines provide that directors are encouraged to attend the annual meeting of stockholders and our directors are expected to participate in the virtual Annual Meeting unless they have a conflict that cannot be resolved.
Policy on Trading, Pledging and Hedging
Our Board has
A copy of our insider trading policy is incorporated by reference in our 2025 Annual Report as Exhibit 19.1.
19
It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. We believe that our policies and procedures are reasonably designed to promote compliance with insider trading laws, any applicable securities laws, rules, regulations and any exchange listing standards.
Code of Business Conduct and Ethics
Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and other employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions. A copy of our Code of Conduct is available at the Investors & Media section of our website, located at www.q32bio.com, under “Investors & Media–Corporate Governance–Documents and Charters.” We intend to disclose on our website any amendments to, or waivers from, our Code of Conduct that are required to be disclosed pursuant to the rules of the SEC, as well as Nasdaq’s requirement to disclose waivers with respect to directors and executive officers. The information contained on our website is not considered part of, or incorporated by reference into, this proxy statement or any other filing that we make with the SEC.
Board Leadership Structure and Board’s Role in Risk Oversight
Our amended and restated bylaws and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board of Directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company.
Currently, the role of chairman of the board is separated from the role of chief executive officer, and Mark Iwicki serves as chairman of the Board of Directors. We currently believe that separating these positions allows our chief executive officer to focus on our day-to-day business, while allowing the chairman of the board to lead the Board of Directors in its fundamental role of providing advice to, and independent oversight, of management. Our Board of Directors recognizes the time, effort, and energy that the chief executive officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our chairman, particularly as the Board of Directors’ oversight responsibilities continue to grow. While our bylaws and our corporate governance guidelines do not require that our chairman and chief executive officer positions be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
If the Chairman of the Board of Directors is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide for the appointment by the independent directors of a Lead Director. The Lead Director’s responsibilities include, but are not limited to, presiding over all meetings of the Board at which the Chairman of the Board of Directors is not present, including any executive sessions of the independent directors, approving the Board of Directors’ meeting schedules and agendas, and acting as liaison between the independent directors and the Chief Executive Officer and the Chairman of the Board of Directors. Our Board of Directors is comprised of individuals with extensive experience in the biotechnology and pharmaceutical industries and, with the exception of Ms. Morrison and Dr. Tzianabos, our Board of Directors is comprised of directors who meet the independence standards of Nasdaq. For these reasons and because of the strong leadership of Ms. Morrison as our Chief Executive Officer and Mr. Iwicki as Chairman of the Board of Directors, our Board of Directors has concluded that our current leadership structure is appropriate at this time. However, our Board of Directors will continue to periodically review our leadership structure and may make changes in the future as it deems appropriate.
Risk is inherent to every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our financial condition, development and commercialization activities, operations, strategic direction, and intellectual property. Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board of Directors at regular Board of Directors meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, including business continuity risks, and our Audit Committee is responsible for overseeing our major financial and cyber-security risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Nominating and Corporate Governance Committee oversees risks associated with our corporate governance framework and monitors the effectiveness of the Corporate Governance Guidelines. Our Compensation Committee
20
assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Board of Directors does not believe that its role in the oversight of our risks affects the Board of Directors’ leadership structure.
Communication with our Directors
Any interested party with concerns about our company may report such concerns to the Board of Directors or any member of the Board of Directors, by submitting a written communication to the attention of such director at the following address:
c/o Q32 Bio Inc.
830 Winter Street
Waltham, Massachusetts, 02451
You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.
A copy of any such written communication may also be forwarded to our legal counsel and a copy of such communication may be retained for a reasonable period of time. The director may discuss the matter with our legal counsel, with independent advisors, with non-management directors, or with our management, or may take other action or no action as the director determines in good faith is necessary, using reasonable judgment, and applying his or her own discretion.
Communications may be forwarded to other directors if they relate to important substantive matters and include suggestions or comments that may be important for other directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and matters as to which we tend to receive repetitive or duplicative communications.
The audit committee oversees the procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting, internal accounting controls or auditing matters. The Company has also established a toll-free telephone number for the reporting of such activity, which is 1-866-241-4955.
21
DIRECTOR COMPENSATION
The following table sets forth information concerning the compensation earned for service on the Board of Directors during the year ended December 31, 2025. Ms. Morrison’s compensation as a named executive officer is set forth under “- Summary Compensation Table.” Ms. Morrison did not receive any additional compensation for service as a director. None of our directors earned any compensation other than cash fees or stock option awards under the Company’s 2024 Stock Option and Incentive Plan (the “2024 Plan”) during the fiscal year ended December 31, 2025. Accordingly, we have omitted all other columns from the table below.
Name |
|
Fees Earned |
|
|
Option |
|
|
Total ($) |
|
|||
David Grayzel, M.D. |
|
|
45,000 |
|
|
|
121,024 |
|
|
|
166,024 |
|
Mark Iwicki |
|
|
95,000 |
|
|
|
134,443 |
|
|
|
229,443 |
|
Kathleen LaPorte |
|
|
64,000 |
|
|
|
120,096 |
|
|
|
184,096 |
|
Bill Lundberg, M.D. |
|
|
56,000 |
|
|
|
123,500 |
|
|
|
179,500 |
|
Isaac Manke, Ph.D. |
|
|
46,000 |
|
|
|
119,003 |
|
|
|
165,003 |
|
Mary Thistle |
|
|
59,500 |
|
|
|
118,237 |
|
|
|
177,737 |
|
Arthur Tzianabos, Ph.D. |
|
|
45,000 |
|
|
|
118,237 |
|
|
|
163,237 |
|
Diyong Xu |
|
|
45,000 |
|
|
|
118,237 |
|
|
|
163,237 |
|
Name |
|
Number of Shares |
|
|
David Grayzel, M.D. |
|
|
87,452 |
|
Mark Iwicki |
|
|
123,892 |
|
Kathleen LaPorte |
|
|
73,667 |
|
Bill Lundberg, M.D. |
|
|
101,875 |
|
Isaac Manke, Ph.D. |
|
|
87,923 |
|
Mary Thistle |
|
|
66,288 |
|
Arthur Tzianabos, Ph.D. |
|
|
91,962 |
|
Diyong Xu |
|
|
66,288 |
|
Non-Employee Director Compensation Policy
We maintain a Non-Employee Director Compensation Policy, pursuant to which our non-employee directors are eligible to receive compensation for service on the Board of Directors and committees of the Board of Directors. Our Non-Employee Director Compensation Policy is intended to provide a total compensation package that enables us to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries, to serve as directors and to align our directors’ interests with those of our stockholders. Non-employee director compensation under this policy is reviewed by our compensation committee on a regular basis and the compensation committee engages a compensation consultant to assist the compensation committee in its review.
22
Cash Retainers
Each non-employee director receives an annual cash retainer of $40,000 for serving on the Board. The chairperson of the Board also receives an additional annual cash retainer of $30,000. Cash retainer fees to directors are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board of Directors or a particular committee.
The chairperson and members of the four standing committees of the Board are generally entitled to the following annual cash retainers:
|
2025 Annual Retainer |
|
|
Board of Directors: |
|
|
|
Nonemployee member |
$ |
40,000 |
|
Additional fee for Non-Executive Chair of the Board |
$ |
33,500 |
|
Audit Committee: |
|
|
|
Member |
$ |
9,500 |
|
Additional fee for Chair |
$ |
9,500 |
|
Compensation Committee: |
|
|
|
Member |
$ |
6,000 |
|
Additional fee for Chair |
$ |
6,000 |
|
Nominating and Corporate Governance Committee: |
|
|
|
Member |
$ |
5,000 |
|
Additional fee for Chair |
$ |
5,000 |
|
Research and Development Committee: |
|
|
|
Member |
$ |
5,000 |
|
Additional fee for Chair |
$ |
5,000 |
|
We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board of Director and committee meetings.
Option Awards in Lieu of Cash Fees
Under the non-employee director compensation policy, each non-employee director has the option to elect to receive all (but not a portion of) his or her annual cash retainer in the form of an equity award of a stock option to purchase that number of shares of the Company’s common stock with a grant date fair value (based on the Black-Scholes option-pricing model), determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718. Any such election shall be made (i) for any continuing non-employee director, during the month of December that is before the start of the calendar year with respect to any cash compensation for such calendar year and (ii) for any new non-employee director, within 30 days of her or his election to the Board of Directors. Any election (A) shall be irrevocable with respect to such calendar year and (B) shall automatically apply to the Annual Retainer for each subsequent calendar year unless otherwise revoked prior to the start of such calendar year. Each such stock option shall be granted effective January 15 of the applicable year (noting that if any such date is not a trading day, the next trading day shall be the grant date) and shall vest in four equal quarterly installments as of the last date of each calendar quarter subject to the non-employee director’s continued board service through such date.
Equity Retainers
Initial Award
Upon his or her initial appointment or election to the Board of Directors, each non-employee director will receive an initial, one-time stock option award (the “Initial Award”) with a value of $228,000, determined using a Black-Scholes valuation model regularly used by us on the grant date, which shall vest as follows: one-third on the first anniversary of the grant date with the remainder in equal monthly installments over the following two years, subject to continued service as a director through the applicable vesting date. The Initial Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the fair market value of the Company’s common stock on the date of grant.
Annual Award
On the date of each annual meeting of our stockholders, each continuing non-employee director, other than a director receiving an Initial Award, will receive an annual stock option award (the “Annual Award”) with a value of $114,000, determined
23
using a Black-Scholes valuation model regularly used by us on the grant date, which shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of our stockholders. Such Annual Award shall expire ten years from the date of grant, and shall have a per share exercise price equal to the fair market value of the Company’s common stock on the date of grant. In 2025, such Annual Award was granted approximately four months after the annual meeting of stockholders in 2025 due to administrative oversight.
Sale Event Acceleration
All outstanding Initial Awards and Annual Awards held by an Outside Director shall become fully vested and exercisable upon a Sale Event (as defined in the 2024 Plan).
24
EXECUTIVE COMPENSATION
This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future could vary significantly from our historical practices and currently planned programs summarized in this discussion.
Our named executive officers for the year ended December 31, 2025 are the following individuals:
Summary Compensation Table for Fiscal 2025
The following table presents the compensation awarded to, earned by or paid to (i) each individual who served as our principal executive officer (“PEO”) during the fiscal year ended December 31, 2025 and (ii) the two most highly-compensated executive officers (other than the PEO) who were serving as executive officers on December 31, 2025. The following table also presents information regarding the compensation awarded to, earned by, and paid to each such individual during the fiscal year ended December 31, 2024, to the extent he or she was a named executive officer for such year.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Option |
|
|
Stock |
|
|
Non-Equity |
|
|
All Other |
|
|
Total |
|
|||||||
Jodie Morrison |
|
2025 |
|
|
645,600 |
|
|
|
— |
|
|
|
220,792 |
|
|
|
335,280 |
|
|
|
355,080 |
|
|
|
2,118 |
|
|
|
1,558,870 |
|
Chief Executive Officer and Director |
|
2024 |
|
|
627,112 |
|
|
|
— |
|
|
|
5,142,498 |
|
|
|
— |
|
|
|
230,802 |
|
|
|
2,826 |
|
|
|
6,003,238 |
|
Lee Kalowski |
|
2025 |
|
|
565,000 |
|
|
|
— |
|
|
|
59,122 |
|
|
|
135,255 |
|
|
|
226,000 |
|
|
|
1,770 |
|
|
|
987,147 |
|
Chief Financial Officer and President |
|
2024 |
|
|
432,442 |
|
(5) |
|
— |
|
|
|
2,103,216 |
|
|
|
— |
|
|
|
146,900 |
|
|
|
171,451 |
|
|
|
2,854,009 |
|
Shelia Violette, Ph.D. |
|
2025 |
|
|
455,000 |
|
|
|
— |
|
|
|
37,312 |
|
|
|
95,250 |
|
|
|
182,000 |
|
|
|
4,884 |
|
|
|
774,446 |
|
Chief Scientific Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
25
Narrative Disclosure to 2025 Summary Compensation Table
Our executive compensation program consists of a combination of base salary, non-equity incentive compensation and long-term equity incentives. We have designed our compensation program to reflect competitive levels of compensation for comparable positions in the market including among our peer companies, the historical compensation levels, individual performance, and the achievement of our corporate objectives.
Our compensation committee is primarily responsible for determining the compensation for all of our employees at or above the level of senior vice president (“Executives”). Our compensation committee reviews compensation, including base salary, non-equity incentive compensation, long-term equity incentives, severance benefits and other forms of compensation and benefits, for all Executives. The compensation committee reviews and approves the compensation for each Executive other than the chief executive officer and recommends the compensation for the chief executive officer to our Board of Directors for approval.
Our compensation committee requires that its compensation consultants be independent of Company management and performs an annual assessment of the compensation consultants’ independence to determine whether the consultants are independent. The compensation committee engaged an external national executive compensation consulting firm, Aon plc. (“Aon”), as a compensation consultant to assist the compensation committee in designing our executive compensation program and in making compensation decisions for our Executives for the year ended December 31, 2025. Aon reported directly to our compensation committee, advised our compensation committee on best practices in executive compensation and provided our compensation committee with market data in an effort to ensure our compensation program is competitive and designed to attract, retain, and incentivize our named executive officers. Our compensation committee has assessed the independence of Aon consistent with Nasdaq listing standards and has concluded that their engagement does not raise any conflict of interest.
Base Salary
Each Executive’s base salary is a fixed component of annual compensation for performing specific duties and functions and has been established or recommended by our compensation committee taking into account each individual’s role, responsibilities, skills, and experience. Executive base salaries are reviewed annually and any adjustments are made based on the achievement of corporate objectives, the individual’s contributions to the Company during the previous year, and an analysis of compensation paid to individuals in similar positions at other companies, including companies classified as our peer companies.
In making determinations regarding base salaries, the Board of Directors and compensation committee reviewed market data provided by Aon and the current compensation levels of our named executive officers. As reflected below, no changes were made to the base salaries of our named executive officers in 2025. The table below reflects the annual base salaries in effect for our named executive officers in 2024 and 2025:
Named Executive Officer |
|
2024 Base Salary |
|
|
2025 Base Salary |
|
|
Percentage |
|
|||
Jodie Morrison |
|
|
645,600 |
|
|
|
645,600 |
|
|
|
0.0 |
% |
Lee Kalowski |
|
|
565,000 |
|
|
|
565,000 |
|
|
|
0.0 |
% |
Shelia Violette, Ph.D. |
|
|
455,000 |
|
|
|
455,000 |
|
|
|
0.0 |
% |
Non-Equity Incentive Compensation
We provide non-equity incentive compensation to our Executives through our annual bonus program. Our annual bonus program is intended to reward our executive officers for achieving corporate performance goals for a fiscal year. The target annual bonus for each of our Executives for 2025 was equal to the pro rata percentage of the Executive’s respective annual base salary specified below:
Named Executive Officer |
|
2025 Target |
|
|
Jodie Morrison |
|
|
55 |
% |
Lee Kalowski |
|
|
40 |
% |
Shelia Violette, Ph.D. |
|
|
40 |
% |
The actual cash incentive bonus determined or recommended by the compensation committee for our named executive officers is based 100% on the achievement of our corporate goals as determined by our Board of Directors. For 2025, the Board
26
of Directors determined that in the case of each of the named executive officers, 100% of corporate goals were achieved. The amounts earned under our annual performance-based cash bonus plan with respect to 2025 are reported under the “Non-Equity Incentive Compensation” column in the 2025 Summary Compensation Table above.
Long-Term Equity Incentives
We believe that equity grants align the interests of our Executives with those of our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizes our Executives to remain in our employment during the vesting period.
In February 2025, our compensation committee approved and granted retention-based RSUs, subject to time-based vesting, to each of our named executive officers. The amounts granted were based in part in an effort to retain necessary talent and personnel as well as on individual performance and the achievement of our corporate goals for fiscal year 2024. The compensation committee believes that this deliberate mix of equity ensures that a substantial component of compensation for our named executive officers remains tied to stock price performance through stock options, while promoting retention through RSUs. The compensation committee will continue to evaluate its long-term incentive strategy and may adjust the mix of award types or approve different award types as part of the Company’s overall compensation strategy, including performance equity.
Option Repricing
In addition, in February 2025, our Board of Directors approved a stock option repricing (the “Option Repricing”), which was effective on February 24, 2025 (the “Repricing Date”). The Option Repricing applied to outstanding options to purchase shares of common stock of the Company granted under Legacy Q32’s 2017 Stock Option and Grant Plan (the “2017 Plan”) and 2024 Plan, which, as of the Repricing Date, were held by current employees and non-employee directors of the Company and had an exercise price in excess of the current trading price of the common stock (so-called “underwater options”) with grant dates prior to February 23, 2025 (the “Eligible Options”). As of the Repricing Date, the Eligible Options were repriced such that the exercise price per share for such Eligible Options was reduced to $2.54, which was the closing price of the common stock on the Nasdaq Global Market on the Repricing Date (the “Repriced Exercise Price”). The Eligible Options will revert to the original exercise price (the “Original Price”) if (i) such Eligible Options are exercised prior to the one-year anniversary of the Repricing Date (the “Retention Date”), (ii) an Eligible Option holder's employment is terminated by the Company for Cause (as defined in the 2024 Plan) prior to the Retention Date, or (iii) an Eligible Option holder resigns for any reason prior to the Retention Date. There were no changes to the number of shares, the vesting schedule, or the expiration date of the Repriced Options except as outlined above.
Policy Regarding Timing of Awards of Options and Other Option-Like Instruments
We grant equity awards in accordance with our equity award grant policy, which provides that we will generally grant new hire and promotion grants on a monthly or quarterly basis effective on the first trading day of the month following the latter of (i) the date on which a grantee’s employment begins or promotion occurs, as applicable or (ii) the date on which such grant is approved by the Board of Directors or the compensation committee or its delegate(s); annual grants on an annual basis; and grants at other time if special circumstances arise such that the Board of Directors, the compensation committee or its delegate(s) determine it is advisable to do so.
During 2025, our Board of Directors and compensation committee
27
Outstanding Equity Awards at 2025 Fiscal Year End Table
The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2025.
|
|
|
|
Option Awards (1) |
|
Stock Awards |
|
|||||||||||||||||
Name and Principal Position(9) |
|
Vesting |
|
Number of |
|
|
Number of |
|
|
Option |
|
|
Option |
|
Number of |
|
|
Market Value of |
|
|||||
Jodie Morrison |
|
9/8/2022 |
(4) |
|
124,072 |
|
|
|
28,628 |
|
|
$ |
2.54 |
|
|
11/17/2032 |
|
|
|
|
|
|
||
Chief Executive Officer |
|
11/1/2022 |
(4) |
|
117,709 |
|
|
|
34,991 |
|
|
$ |
2.54 |
|
|
11/17/2032 |
|
|
|
|
|
|
||
|
|
10/19/2023 |
(4) |
|
9,156 |
|
|
|
7,745 |
|
|
$ |
2.54 |
|
|
11/9/2033 |
|
|
|
|
|
|
||
|
|
3/25/2024 |
(5) |
|
172,569 |
|
|
|
221,876 |
|
|
$ |
2.54 |
|
|
3/25/2034 |
|
|
|
|
|
|
||
|
|
2/24/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
|
|
340,560 |
|
|||
Lee Kalowski |
|
10/15/2023 |
(6) |
|
16,901 |
|
|
|
— |
|
|
$ |
2.54 |
|
|
11/9/2033 |
|
|
|
|
|
|
||
Chief Financial Officer |
|
10/13/2023 |
(5) |
|
87,382 |
|
|
|
73,941 |
|
|
$ |
2.54 |
|
|
3/25/2034 |
|
|
|
|
|
|
||
and President |
|
2/24/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
39,938 |
|
|
|
137,387 |
|
|||
Shelia Violette, Ph.D. |
|
12/2/2020 |
(7) |
|
32,891 |
|
|
|
— |
|
|
$ |
2.54 |
|
|
12/2/2030 |
|
|
|
|
|
|
||
Chief Scientific Officer |
|
3/15/2021 |
(7) |
|
13,305 |
|
|
|
— |
|
|
$ |
2.54 |
|
|
3/25/2031 |
|
|
|
|
|
|
||
|
|
12/17/2021 |
(7) |
|
17,506 |
|
|
|
— |
|
|
$ |
2.54 |
|
|
4/27/2033 |
|
|
|
|
|
|
||
|
|
3/25/2024 |
(5) |
|
24,680 |
|
|
|
31,733 |
|
|
$ |
2.54 |
|
|
3/25/2034 |
|
|
|
|
|
|
||
|
|
2/24/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
28,125 |
|
|
|
96,750 |
|
|||
28
Employment arrangements with our named executive officers
Jodie Morrison
Effective as of the closing of the merger pursuant to the terms of the Agreement and Plan of Merger, dated as of November 16, 2023, by and among Homology, Kenobi Merger Sub, Inc., and Legacy Q32 (the “Merger”), we entered into an employment agreement with Ms. Morrison (the “Morrison Employment Agreement”), to serve as our Chief Executive Officer. The employment agreement provides for Ms. Morrison’s at-will employment and an annual base salary of $645,600, an annual bonus with a target amount equal to 55% of her base salary, as well as her ability to participate in the Company’s employee benefit plans generally. The Morrison Employment Agreement provides that if her employment is terminated either (i) by the Company without Cause (as defined therein) or (ii) by Ms. Morrison for Good Reason (as defined therein), within twelve months after a Change in Control (as defined in the therein) (the “Morrison Change in Control Period”), then Ms. Morrison will be entitled to receive, subject to signing a release, (i) a lump sum payment equal to 1.5 times the sum of (a) twelve months of base salary plus (b) the target bonus for the then-current year, (ii) COBRA health continuation for eighteen months, and (iii) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Morrison Employment Agreement also provides that if her employment is terminated either (i) by the Company without Cause or (ii) by Ms. Morrison for Good Reason outside the Morrison Change in Control Period, then Ms. Morrison will be entitled to receive, subject to signing a release, (a) continued payment of her base salary for a period of twelve months and (b) COBRA health continuation for twelve months. The Morrison Employment Agreement contains a Section 280G partial clawback, in which Ms. Morrison is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments she would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Ms. Morrison becomes subject to excise tax imposed by Section 4999 of the Code.
Lee Kalowski
Effective as of the closing of the Merger, we entered into an employment agreement with Mr. Kalowski (the “Kalowski Employment Agreement”), to serve as our Chief Financial Officer and President. The employment agreement provides for Mr. Kalowski’s at-will employment and an annual base salary of $565,000, an annual bonus with a target amount equal to 40% of his base salary, as well as his ability to participate in the Company’s employee benefit plans generally. The Kalowski Employment Agreement provides that if his employment is terminated either (i) by the Company without Cause (as defined therein) or (ii) by Mr. Kalowski for Good Reason (as defined therein), within twelve months after a Change in Control (as defined in the therein) (the “Kalowski Change in Control Period”), then Mr. Kalowski will be entitled to receive, subject to signing a release, (i) a lump sum payment of (a) twelve months of base salary and (b) the target bonus for the then-current year, (ii) COBRA health continuation for twelve months, and (iii) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Kalowski Employment Agreement also provides that if his employment is terminated either (i) by the Company without Cause or (ii) by Mr. Kalowski for Good Reason outside the Kalowski Change in Control Period, then Mr. Kalowski will be entitled to receive, subject to signing a release, (a) continued payment of his base salary for a period of twelve months and (b) COBRA health continuation for twelve months. The Kalowski Employment Agreement contains a Section 280G partial clawback, in which Mr. Kalowski is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments he would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Mr. Kalowski becomes subject to excise tax imposed by Section 4999 of the Code.
Shelia Violette
Effective as of the closing of the Merger, we entered into an employment agreement with Dr. Violette, (the “Violette Employment Agreement”), to serve as our Chief Scientific Officer. The employment agreement provides for Dr. Violette’s at-will employment and an annual base salary of $455,000, an annual bonus with a target amount equal to 40% of her base salary, as well as her ability to participate in the Company’s employee benefit plans generally. The Violette Employment Agreement provides that if her employment is terminated either (i) by the Company without Cause (as defined therein) or (ii) by Dr. Violette for Good Reason (as defined therein), within twelve months after a Change in Control (as defined in the therein) (the “Violette Change in Control Period”), then Dr. Violette will be entitled to receive, subject to signing a release, (i) a lump sum payment of (a) twelve months of base salary and (b) the target bonus for the then-current year, (ii) COBRA health continuation for twelve months, and (iii) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Violette Employment Agreement also provides that if her employment is terminated either (i) by the Company without Cause or (ii) by Dr. Violette for Good Reason outside the Violette Change in Control Period, then Dr. Violette will be entitled to receive, subject to signing a release, (a) a lump sum payment of (i) twelve months of base salary and (ii) the target bonus for the then-current year, (b) COBRA health continuation for twelve months and (c) 100% acceleration of all outstanding and unvested stock-based awards subject to time-based vesting. The Violette Employment Agreement contains a Section 280G partial clawback, in which Dr. Violette is entitled to receive the greater of (a) the best net after-tax amount of any payments that are subject to the
29
excise tax imposed by Section 4999 of the Code, calculated in a manner consistent with Section 280G of the Code, and (b) the amount of parachute payments she would be entitled to receive if they were reduced to an amount equal to one dollar less than the amount at which Dr. Violette becomes subject to excise tax imposed by Section 4999 of the Code.
Additional Narrative Disclosure
401(k) Savings Plan. We maintain the Q32 Bio Inc. 401(k) Plan, a tax-qualified retirement plan for our employees. Our 401(k) plan is intended to qualify under Section 401(k) of the Code so that contributions to our 401(k) plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn from our 401(k) plan, and so that contributions by us, if any, will be deductible by us when made. Under our 401(k) plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to our 401(k) plan.
Health and Welfare Benefits. All of our full-time employees, including our named executive officers, are eligible to participate in certain medical, disability and life insurance benefit programs offered by us. We pay the premiums for term life insurance and long-term disability for all of our employees, including our named executive officers. We also provide all employees, including the named executive officers, with a flexible spending account plan, and paid time off benefits including, vacation, sick time, and holidays. We do not sponsor any non-qualified defined benefit plans for any of our employees or executives.
Compensation Risk Assessment
We believe that although a portion of the compensation provided to our Executives is performance-based, our Executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that our compensation programs are designed to encourage our Executives to remain focused on both short-term strategic goals by providing non-equity incentive compensation and long-term strategic goals by providing long-term equity incentives. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
Compensation Recovery Policy
Our Board of Directors has adopted a Compensation Recovery Policy (the “Compensation Recovery Policy”), in compliance with the Nasdaq listing rules, which requires recovery from executive officers of incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure in the event of a required accounting restatement of previously issued financial statements. The recoverable compensation includes any compensation received after the effective date of the Compensation Recovery Policy and in the three-year fiscal period preceding the date we were required to prepare the accounting restatement that is in excess of the amount that would have been earned, paid or vested had it been calculated based on the restated financial statements. Recovery is required regardless of fault or a covered officer’s role in the financial reporting process. The Compensation Recovery Policy has been incorporated by reference as Exhibit 97.1 to our 2025 Annual Report. At no time during or after the year ended December 31, 2025, was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Compensation Recovery Policy, nor was there, on December 31, 2025, an outstanding balance of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement.
Equity Compensation Plan Information
The following table summarizes the Company’s equity compensation plan information as of December 31, 2025.
Plan Category |
|
Number of |
|
|
Weighted- |
|
Number of |
|
|||||
Equity compensation plans approved by security holders (1) |
|
|
2,503,744 |
|
(2) |
$ |
2.82 |
|
(3) |
|
|
2,240,776 |
|
Equity compensation plans not approved by security holders |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
Total |
|
|
2,503,744 |
|
|
|
|
|
|
|
2,240,776 |
|
|
30
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other named executive officers (as calculated in accordance with Item 402(v) of Regulation S-K).
Pay-Versus-Performance Table
Year |
|
|
Summary |
|
|
Summary |
|
|
Summary |
|
|
Compensation |
|
|
Compensation |
|
|
Compensation |
|
|
Average |
|
|
Average |
|
|
Value of |
|
|
|
|
|||||||||||
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||||
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||||
31
2023 |
2024 |
2025 |
Charles Michaud, Jr. |
Lee Kalowski |
Lee Kalowski |
W. Bradford Smith |
Jason Campagna, M.D., Ph.D. |
Shelia Violette, Ph.D. |
Julie Jordan, M.D. |
|
|
Year |
|
Summary |
|
|
Exclusion of Stock Awards |
|
|
Inclusion of Equity |
|
|
Compensation |
|
||||
2025 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year |
|
Average |
|
|
Average Exclusion of |
|
|
Average Inclusion of |
|
|
Average Compensation |
|
||||
2025 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year |
|
Year-End Fair Value |
|
|
Change in Fair Value |
|
|
Vesting-Date |
|
|
Change in Fair Value |
|
|
Fair Value at |
|
|
Total - |
|
||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Year |
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Total - |
|
||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
32
33
Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Company Total Stockholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO named executive officers, and the Company’s cumulative TSR over the three most recently completed fiscal years.
34
Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income (Loss)
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO named executive officers, and our net income (loss) during the three most recently completed fiscal years.
35
Other than the compensation agreements and other arrangements described under “Executive Compensation” and “Director Compensation” in this proxy statement and the transactions described below, since January 1, 2024, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, $120,000 (or, if less, one percent of the average of our total assets at December 31, 2024 and 2025) and in which any director, executive officer, holder of five percent or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.
Pre-Closing Financing
In connection with the Merger, certain investors entered into a subscription agreement, dated November 16, 2023 (the “Subscription Agreement”), with us to purchase shares of Legacy Q32 common stock for an aggregate purchase price of approximately $42.0 million (the “Pre-Closing Financing”). Pursuant to the Subscription Agreement, the investors agreed to purchase an aggregate of 35,032,111 shares of Legacy Q32 common stock, at a price of $1.989 per share, for aggregate gross proceeds of approximately $42.0 million. The Pre-Closing Financing closed on March 25, 2024. Five of the investors or their affiliates are beneficial holders of more than 5% of our capital stock, and the table below sets forth the number of shares of Legacy Q32 common stock purchased by such holders at the closing of the Pre-Closing Financing:
Name |
|
Shares of Legacy |
|
|
Total |
|
||
Abingworth Bioventures VII LP (1) |
|
|
4,332,673 |
|
|
|
5,194,442 |
|
Acorn Bioventures, L.P. (2) |
|
|
3,156,665 |
|
|
|
3,784,526 |
|
Atlas Venture Opportunity Fund II, L.P. (3) |
|
|
8,219,904 |
|
|
|
9,854,843 |
|
Bristol-Myers Squibb Company (4) |
|
|
4,170,490 |
|
|
|
5,000,000 |
|
OrbiMed Private Investments VII, LP (5) |
|
|
8,852,000 |
|
|
|
10,612,663 |
|
Upon the closing of the Merger, the shares of Legacy Q32 common stock purchased by the investors in the Pre-Closing Financing were converted into shares of our common stock.
Registration Rights Agreement
Pursuant to the Subscription Agreement, on March 25, 2024, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors in the Pre-Closing Financing. Under the Registration Rights Agreement, among other things, we agreed to register for resale certain shares of our common stock held by such investors from time to time, including shares of our common stock issued in the Merger in exchange for the shares of Legacy Q32 common stock issued in the Pre-Closing Financing. Pursuant to the Registration Rights Agreement, we are obligated to prepare and file a shelf registration statement covering the resale of covered shares of our common stock within forty-five (45) calendar days following the closing of
36
the Merger, subject to certain exceptions, pursuant to Rule 415 of the Securities Act. We also agreed to use our reasonable best efforts to keep such registration statement continuously effective under the Securities Act until the earlier of the date that all registrable securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144 of the Securities Act, or Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the current public information requirement under Rule 144. The registration rights agreement also provides that we will pay certain expenses of the securityholders and indemnify the applicable securityholders against certain liabilities.
Indemnification Agreements
We have entered into and in the future plan to enter into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding.
Related Person Transaction Policy
Our Board of Directors has adopted a written Related Person Transaction Policy, setting forth the policies and procedures for the review and approval or ratification of related person transactions. Under the policy, our finance department is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy. If our finance department determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our Chief Financial Officer is required to present to the Audit Committee all relevant facts and circumstances relating to the related person transaction. Our Audit Committee must review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our Code of Conduct, and either approve or disapprove the related person transaction. If advance Audit Committee approval of a related person transaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the Audit Committee subject to ratification of the transaction by the audit committee at the audit committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a transaction was not initially recognized as a related person, then upon such recognition the transaction will be presented to the audit committee for ratification at the audit committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. The Company’s management will update the audit committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions. No director may participate in the approval of a related person transaction for which he or she is a related person.
37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the extent known by us or ascertainable from public filings, with respect to the beneficial ownership of our common stock as of April 15, 2026 by:
The column entitled “Shares Beneficially Owned” is based on a total of 15,629,463 shares of our common stock outstanding as of April 15, 2026.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC and generally includes voting or investment power with respect to our common stock. Under those rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power with respect to the securities as well as any shares of common stock that the individual or entity has the right to acquire. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 15, 2026, including through the exercise of stock options or other rights. These shares are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investment power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all common stock shown as beneficially owned by them. Except as otherwise indicated in the table below, addresses of named beneficial owners are in care of Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451.
|
|
Shares beneficially owned |
|
|||||
Name and address of beneficial owner |
|
Number |
|
|
Percentage |
|
||
5% or Greater Stockholders: |
|
|
|
|
|
|
||
OrbiMed Private Investments VII, LP (1) |
|
|
2,252,987 |
|
|
|
14.41 |
% |
Entities affiliated with Atlas Venture (2) |
|
|
2,092,106 |
|
|
|
13.39 |
% |
Sirenia Capital Management LP (3) |
|
|
1,620,176 |
|
|
|
9.99 |
% |
Entities affiliated with Opaleye Management Inc. (4) |
|
|
1,256,228 |
|
|
|
8.04 |
% |
Abingworth Bioventures VII LP (5) |
|
|
1,102,741 |
|
|
|
7.06 |
% |
Named Executive Officers and Directors: |
|
|
|
|
|
|
||
Lee Kalowski (6) |
|
|
133,766 |
|
|
* |
|
|
Jodie Morrison (7) |
|
|
527,629 |
|
|
|
3.27 |
% |
Shelia M. Violette, Ph.D. (8) |
|
|
167,354 |
|
|
|
1.06 |
% |
David Grayzel, M.D. (9) |
|
|
2,180,102 |
|
|
|
13.87 |
% |
Mark Iwicki (10) |
|
|
116,799 |
|
|
* |
|
|
Kathleen LaPorte (11) |
|
|
81,369 |
|
|
* |
|
|
Bill Lundberg, M.D. (12) |
|
|
104,619 |
|
|
* |
|
|
Isaac Manke, Ph.D. (13) |
|
|
84,376 |
|
|
* |
|
|
Mary Thistle (14) |
|
|
62,741 |
|
|
* |
|
|
Arthur Tzianabos, Ph.D. (15) |
|
|
96,398 |
|
|
* |
|
|
Diyong Xu (16) |
|
|
2,315,728 |
|
|
|
14.76 |
% |
All executive officers and directors as a group (11 persons)(17) |
|
|
5,870,881 |
|
|
|
34.46 |
% |
* Represents beneficial ownership of less than one percent
38
39
40
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on our review of Forms 3, 4 and 5, and any amendments thereto, filed by such reporting persons and/ or written representations that no Form 5 was required, we believe that during the fiscal year ended December 31, 2025, all filing requirements applicable to our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities under the Exchange Act were met in a timely manner except for (i) one transaction by Sven Ante (Bill) Lundberg on January 15, 2025 that was inadvertently filed late on February 26, 2025 (ii) one transaction by David Grayzel on January 15, 2025 that was inadvertently filed late on February 26, 2025, (iii) one transaction by Isaac Manke on January 15, 2025 that was inadvertently filed late on February 27, 2025, (iv) one transaction by Arthur Tzianabos on February 24, 2025 that was inadvertently filed late on February 27, 2025, (v) one transaction by Kathleen LaPorte on February 24, 2025 that was inadvertently filed late on February 27, 2025, and (vi) one transaction by Lee Kalowski on February 24, 2025 that was inadvertently filed late on February 27, 2025. The transactions were not reported timely due to administrative oversight.
41
REPORT OF THE AUDIT COMMITTEE
The audit committee is appointed by the Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the integrity of the Company’s financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of the Company’s independent registered public accounting firm, (3) the performance of the Company’s internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the Board of Directors.
Management is responsible for the preparation of the Company’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes.
In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025. The audit committee also discussed with the independent registered public accounting firm the applicable requirements of the PCAOB and the U.S. Securities and Exchange Commission. In addition, the audit committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence.
Based on the reviews and discussions referred to above, the audit committee recommended to the Board of Directors that the audited consolidated financial statements of the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that was filed with the SEC. The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
By the Audit Committee of the Board of Directors of Q32 Bio Inc.
Kathleen LaPorte
Mary Thistle
Mark Iwicki
April 30, 2026
42
HOUSEHOLDING
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our documents, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451, Attention: Corporate Secretary, telephone (781) 999-0232. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.
43
STOCKHOLDER PROPOSALS
A stockholder who would like to have a proposal considered for inclusion in our 2027 proxy statement must submit the proposal in accordance with the procedures outlined in Rule 14a-8 of the Exchange Act so that it is received by us no later than December 31, 2026. However, if the date of the 2026 Annual Meeting of Stockholders is changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2027 Annual Meeting of Stockholders. SEC rules set standards for eligibility and specify the types of stockholder proposals that may be excluded from a proxy statement. Stockholder proposals should be addressed to Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451, Attention: Corporate Secretary.
If a stockholder wishes to propose a nomination of persons for election to our Board of Directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Board of Directors or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely notice in proper form to our Corporate Secretary of the stockholder’s intention to bring such business before the meeting.
The required notice must be in writing and received by our Corporate Secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought before the 2027 Annual Meeting of Stockholders, the required notice must be received by our Corporate Secretary at our principal executive offices no earlier than February 12, 2027 and no later than March 14, 2027. Stockholder proposals and the required notice should be addressed to Q32 Bio Inc., 830 Winter Street, Waltham, Massachusetts 02451, Attention: Corporate Secretary.
In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.
The chair of the annual meeting may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, the proxy solicited by our Board for the 2027 annual meeting will confer discretionary voting authority with respect to any proposal (i) presented by a stockholder at that meeting for which we have not been provided with timely notice and (ii) made in accordance with our bylaws, if (x) the 2027 proxy statement briefly describes the matter and how management’s proxy holders intend to vote on it, and (y) the stockholder does not comply with the requirements of Rule 14a-4(c)(2) promulgated under the Exchange Act.
OTHER MATTERS
Our Board of Directors does not know of any other matters to be brought before the Annual Meeting. If any other matters not mentioned in this proxy statement are properly brought before the meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters.
By Order of the Board of Directors
/s/ Jodie Morrison
Jodie Morrison
Chief Executive Officer
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Q32 BIO INC. 830 WINTER STREET WALTHAM, MA 02451 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 12, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/QTTB2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 12, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V74930-P31555 Q32 BIO INC. The Board of Directors recommends you vote FOR the following proposals: 1. To elect David Grayzel, M.D., Isaac Manke, Ph.D. and Diyong Xu as Class I directors to our Board of Directors, each to serve until the 2028 Annual Meeting of stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal; Nominees: 1a. David Grayzel, M.D. 1b. Isaac Manke, Ph.D. 1c. Diyong Xu 2. To approve an amendment to our Restated Certificate of Incorporation, as amended, to limit the liability of certain officers as permitted by amendments to Delaware law; 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; 4. To approve, on a non-binding, advisory basis, the compensation of our named executive officers; For For withhold Against Abstain The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 Year 2 Years 3 Years Abstain 5. To approve, on a non-binding, advisory basis, the preferred frequency of future advisory votes on compensation of our named executive officers; The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 6. To approve the adjournment of the Annual Meeting to the extent there are insufficient votes at the Annual Meeting to approve Proposal No. 2; and 7. To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V74931-P31555 Q32 BIO INC. ANNUAL MEETING OF STOCKHOLDERS JUNE 13, 2025 9:00 AM EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) Jodie Morrison and Lee Kalowski, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represe