DEF 14A 1 vygr-20220606xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant ⌧
Filed by a Party other than the Registrant ◻
Check the appropriate box:
◻	Preliminary Proxy Statement
◻	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
◻	Soliciting Material under §240.14a-12


Voyager Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
⌧	No fee required
◻	Fee paid previously with preliminary materials
◻	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Voyager Therapeutics, Inc.

64 Sidney Street

Cambridge, MA 02139

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2022 Annual Meeting of Stockholders of Voyager Therapeutics, Inc., or the Annual Meeting, will be held on Monday, June 6, 2022, at 9:00 a.m. Eastern Time, at our offices at 64 Sidney Street, Cambridge, Massachusetts 02139.

We intend to hold the Annual Meeting in person. However, we are actively monitoring the COVID-19 pandemic and are sensitive to the public health and travel concerns our stockholders, directors and employees may have and the restrictions or protocols that federal, state, and local governments may impose on in-person meetings. In the event it is not possible or advisable to hold the Annual Meeting in person, we will issue a press release (which we will also file with the Securities and Exchange Commission, or SEC) announcing alternative arrangements for the Annual Meeting, which may include holding the Annual Meeting solely by means of remote communication, as promptly as practicable. Please also monitor the Annual Meeting website at ir.voyagertherapeutics.com for updated information. If you are planning to attend the Annual Meeting, please check the website in the days leading up to the Annual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you plan to attend in person.

The purpose of the Annual Meeting is the following:

to elect one director, Glenn Pierce, M.D., Ph.D., to serve as a Class I director until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified, subject to his earlier death, resignation, or removal;

to approve, on a non-binding advisory basis, the compensation of our named executive officers;

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

to transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements thereof.

The proposal for the election of directors relates solely to the election of Class I directors nominated by the Board of Directors.

Only our stockholders of record at the close of business on April 11, 2022, will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the Annual Meeting will be available at the time and place of the Annual Meeting during the whole time thereof and may be examined by any stockholder who is present.

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of our proxy materials and our 2021 Annual Report on Form 10-K. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2021 Annual Report on Form 10-K. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the 2021 Annual Report on Form 10-K by mail. 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 your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other holder of record that you must follow for your shares to be voted. The mailing of the Notice to our stockholders is scheduled to begin on or about April 21, 2022.

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Your vote is important. Whether or not you are able to attend the Annual Meeting in person, 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 Annual Meeting, 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,


	Alfred Sandrock, M.D., Ph.D. Chief Executive Officer, President and Director

Cambridge, Massachusetts

April 21, 2022

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TABLE OF CONTENTS


GENERAL INFORMATION	1
OVERVIEW OF PROPOSALS	3
PROPOSAL 1 ELECTION OF DIRECTORS	4
PROPOSAL 2 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	7
PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	9
EXECUTIVE OFFICERS	10
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	14
DELINQUENT SECTION 16(A) REPORTS	14
CORPORATE GOVERNANCE	16
EXECUTIVE COMPENSATION	16
DIRECTOR COMPENSATION	23
HOUSEHOLDING OF PROXY MATERIALS	38
TRANSACTION OF OTHER BUSINESS	41
	41

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VOYAGER THERAPEUTICS, INC.

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Our Board of Directors, or the Board of Directors, has made this proxy statement, or this Proxy Statement, and related materials available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the Board of Directors’ solicitation of proxies for our 2022 Annual Meeting of Stockholders, or the Annual Meeting, and any adjournment or postponement of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.

The Annual Meeting is to be held on Monday, June 6, 2022, at 9:00 a.m. Eastern Time, at our offices at 64 Sidney Street, Cambridge, Massachusetts, 02139.

Pursuant to rules adopted by the Securities and Exchange Commission, or the SEC, we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, or the Notice, to our stockholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about April 22, 2022.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2022:

This Proxy Statement, the accompanying proxy card or voting instruction card and our 2021 Annual Report on Form 10-K are available at http://www.proxyvote.com.

A copy of our 2021 Annual Report on Form 10-K as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, MA 02139, Attention: Julie Burek, Telephone: (857) 259-5340. This proxy statement and our 2021 Annual Report on Form 10-K are also available on the SEC’s website at http://www.sec.gov.

In this Proxy Statement, the terms “Voyager,” “the Company,” “we,” “us,” and “our” refer to Voyager Therapeutics, Inc. The mailing address of our principal executive offices is Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts 02139.

EXPLANATORY NOTE

We are a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and have been permitted to rely, and have relied, on the reduced disclosure requirements available to smaller reporting companies, including reduced disclosure obligations regarding executive compensation.

Stockholders Entitled to Vote; Record Date

As of the close of business on April 11, 2022, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were outstanding 38,403,013 shares of our common stock, par value $0.001 per share, 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. None of our shares of undesignated preferred stock were outstanding as of April 11, 2022.

Quorum; Abstentions; Broker Non-Votes

Our Amended and Restated Bylaws, or Bylaws, provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. Broker “non-votes” are also counted as present for purposes of determining whether a quorum is present at the Annual Meeting if such uninstructed shares are entitled to vote on at least one item to be decided at the Annual Meeting.

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Under our Bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Amended and Restated Certificate of Incorporation, or Certificate of Incorporation, or Bylaws. Abstentions and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have the effect of votes in opposition to such proposals. A broker “non-vote” occurs when a 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 and has not received instructions from the beneficial owner, or the nominee holding shares for the beneficial owner does not exercise its discretionary voting power. Any election of directors by the stockholders is decided by a plurality of the votes properly cast in such election.

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, or “discretionary,” items, but will not be allowed to vote your shares with respect to non-routine, or “non-discretionary,” items. Proposal 1 (the election of Class I directors) and Proposal 2 (the advisory vote on the compensation of our named executive officers) are “non-discretionary” items. If you do not instruct your broker how to vote with respect to each of these proposals, your broker cannot vote for either of these proposals, and such votes will be counted as a broker “non-votes.” Proposal 3 (the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022) is considered to be a discretionary item, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

Voting

In Person

If you are a stockholder of record, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive. If you hold your shares through a bank or broker and wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the firm that holds your shares and an account statement showing that you are the beneficial owner of the shares as of the record date. You may obtain directions to the location of the Annual Meeting by calling our offices at (857) 259-5340.

By Proxy

If you are a stockholder of record and do not wish to attend the Annual Meeting and vote in person, you may vote by proxy. You can vote by proxy over the Internet until 11:59 p.m. Eastern Time the day before the meeting date by following the instructions provided in the Notice, or, if you requested or otherwise received printed copies of the proxy materials by mail, you can vote by mailing your proxy card as described in the proxy materials. You can also vote by telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time the day before the meeting date. You may also authorize another person or persons to act for you as a proxy in writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you. If you complete and submit your proxy before the Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board of Directors on all matters presented in this Proxy Statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the Annual Meeting.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Revocability of Proxy

You may revoke your proxy by (i) following the instructions on the Notice and submitting a new proxy by mail or over the Internet before the Annual Meeting, or (ii) attending the Annual Meeting and voting in person (although

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attendance at the Annual Meeting will not in and of itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our 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 Secretary or sent to our principal executive offices at Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts 02139, Attention: 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.

Expenses of Solicitation

Voyager is making this solicitation and will pay the entire cost of preparing and distributing the Notice and these 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. We expect to pay Broadridge Financial Solutions, Inc. a fee of approximately $9,000 for their services.

Procedure for Submitting Stockholder Proposals and Nominations

Stockholder proposals and nominations for election to the Board of Directors intended to be presented at the 2023 annual meeting of our stockholders must satisfy the requirements set forth in the advance notice provision under our Bylaws. To be timely for our 2023 annual meeting of stockholders, any such proposal or nomination must be delivered in writing to our Secretary at our principal executive offices not earlier than the close of business on February 6, 2023, which is the 120^th day prior to the one-year anniversary of the Annual Meeting, and not later than the close of business on March 8, 2023, which is the 90^th day prior to the one-year anniversary of the Annual Meeting. If the date of the 2023 annual meeting of the stockholders is scheduled to take place before May 7, 2023, which is 30 days prior to the one-year anniversary of the Annual Meeting, or after August 5, 2023, which is 60 days after the one-year anniversary of the Annual Meeting, notice by the stockholder must be delivered no later than the close of business on the later of (1) the 90^th day prior to such annual meeting or (2) the 10^th day following the day on which public announcement of the date of such meeting is first made. Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the proxy statement and to serve as a director if elected and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be a holder of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information.

In addition, any stockholder proposal intended to be included in the proxy statement for the 2023 annual meeting of our stockholders must also satisfy the SEC regulations under Rule 14a-8 of the Exchange Act, and be received not later than December 22, 2022. If the date of the annual meeting is moved by more than 30 days from the date of the previous year’s annual meeting, 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 SEC.

OVERVIEW OF PROPOSALS

This Proxy Statement contains three proposals requiring stockholder action. Proposal 1 requests the election of one Class I Director to the Board of Directors. Proposal 2 requests approval, on a non-binding advisory basis, of the compensation of our named executive officers. Proposal 3 requests the ratification of the appointment of Ernst &

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Young LLP, or Ernst & Young, as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Each of the proposals is discussed in more detail in the pages that follow.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is authorized to have nine members, and it currently consists of eight members and one vacancy. The Board of Directors is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by stockholders. A director elected by the Board of Directors to fill a vacancy in a class shall hold office for the remainder of the full term of that class, and until the director’s successor is duly elected and qualified or until his or her earlier death, resignation, or removal.

The Board of Directors currently consists of three Class I directors, Steven M. Paul M.D., Mark Levin and Glenn Pierce, M.D., Ph.D., whose terms expire at the 2022 annual meeting of stockholders; three Class II directors, Steven Hyman, M.D., James A. Geraghty, and Alfred Sandrock, M.D., Ph.D., whose terms expire at the 2023 annual meeting of stockholders; and two Class III directors, Michael Higgins and Nancy Vitale, whose terms expire at the 2024 annual meeting.

The terms of the Class I directors are scheduled to expire on the date of the upcoming Annual Meeting. On April 14, 2022, in consultation with the Nominating and Corporate Governance Committee of the Board of Directors, Mr. Levin and Dr. Paul each requested not to be nominated for re-election to the Board when his current term expires at the Annual Meeting, citing a desire to reduce his professional commitments and the number of boards of public companies on which he serves. On April 16, 2022, based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors nominated Glenn Pierce, M.D., Ph. D. for election by the stockholders as a Class I director at the upcoming Annual Meeting. If elected, Dr. Pierce will serve as a director until the 2025 annual meeting of stockholders and until such nominee’s successor is duly elected and qualified, or until such nominee’s earlier death, resignation, or removal.

The names of and certain information about the directors in each of the three classes are set forth below. There are no family relationships among any of our directors or executive officers.

It is intended that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class I director nominee to the Board of Directors. The proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any of the nominees should for any reason be unable or unwilling to serve at any time prior to the Annual Meeting, the proxies will be voted for the election of such substitute nominee as the Board of Directors may designate.

Nominee for Class I Directors

The name of the nominee for Class I directors and certain information about the nominee as of April 11, 2022 are set forth below.


		Director
Name	Positions and Offices Held with Voyager	Since	Age
Glenn Pierce, M.D., Ph.D.	Director and Interim Chief Scientific Officer	2017	66

Set forth below are the biographies of each director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led the Board of Directors to conclude that each person nominated to serve or currently serving on the Board of Directors should serve as a director. In addition to the information presented below, we believe that each director nominee meets the minimum qualifications established by the Nominating and Corporate Governance Committee. The process of the Board of Directors and its committees to identify and evaluate candidates for director nominees, as well as the applicable minimum qualifications for director nominees, is described below under the heading “Corporate Governance – Board and Committee Matters.”

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Director Nominee for Election for a Three-Year Term Ending at the 2025 Annual Meeting of Stockholders

Glenn Pierce, M.D., Ph.D. Dr. Pierce has been a member of the Board of Directors since January 2017 and has been serving as our Interim Chief Scientific Officer since June 2021. Dr. Pierce has served as consultant at Ambys Medicines, a biotechnology company, since August 2020 and previously served as Chief Medical Officer of Ambys Medicines from August 2018 to August 2020. Since August 2014, Dr. Pierce has served as a consultant to several biotechnology companies. He has served as an Entrepreneur-in-Residence at Third Rock Ventures, LLC, a life sciences venture capital firm focused on the formation, development and strategy of new companies, since January 2016. He retired from Biogen Idec, Inc., a biotechnology company, in May 2014, where he had worked since March 2009 and most recently served as Senior Vice President leading the Hematology, Cell and Gene Therapies division. Prior to Biogen, he served in a variety of biotech/biopharma firms, including Bayer AG, Inspiration Pharma Ltd., Avigen, Inc., Selective Genetics, Inc., and Amgen, Inc. in the areas of tissue regeneration and hematology research, development, or both. Dr. Pierce is the co-author of more than 150 scientific papers, an inventor on more than 15 patents, and has contributed to the development of several novel marketed proteins. He served on the Medical and Scientific Advisory Council, the Board of Directors and was president of the Board of Directors of the National Hemophilia Foundation during a span of two decades. Dr. Pierce also served on the Blood Products Advisory Committee at the U.S. Food and Drug Administration and the Committee on Blood Safety and Availability at the U.S. Department of Health and Human Services. He has served on the Board of Directors of the World Federation of Hemophilia since 2015 and as the organization’s Vice President, Medical since 2018. Dr. Pierce has also served on the Board of Directors of publicly traded biopharmaceutical company Global Blood Therapeutics, Inc. since February 2016. Dr. Pierce received a B.A. in Biology, an M.D., and a Ph.D. in immunology, all from Case Western Reserve University in Cleveland, and completed his postgraduate training in pathology and hematology research at Washington University in St. Louis. We believe Dr. Pierce’s more than 35 years of experience in leading biotechnology research and development in small and large, public and private biotechnology and biopharmaceutical companies qualifies him to serve on the Board of Directors.

Continuing Directors Not Standing for Election or Re-Election

The names of and certain information as of April 11, 2022 about the members of the Board of Directors who are not standing for election or re-election at this year’s Annual Meeting are set forth below.


		Director
Name	Positions and Offices Held with Voyager	Since	Age
Steven Hyman, M.D.	Director	2015	69
James A. Geraghty	Director	2014	67
Alfred Sandrock, M.D., Ph.D.	Director, President and Chief Executive Officer	2022	64
Michael Higgins	Director	2015	59
Nancy Vitale	Director	2020	51

Class II Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

Steven Hyman, M.D. Dr. Hyman has been a member of the Board of Directors since September 2015. He has served as director of the Stanley Center for Psychiatric Research at the Broad Institute of Harvard and MIT and as a Core Faculty Member of the Broad Institute since February 2012. Dr. Hyman has served as a Harvard University Distinguished Service Professor of Stem Cell and Regenerative Biology since July 2011. From December 2001 to June 2011, he served as Provost of Harvard University, the University’s chief academic officer. From 1996 to 2001, he served as Director of the U.S. National Institute of Mental Health, where he emphasized investment in neuroscience and emerging genetic technologies. He was elected to the Institute of Medicine in 2000, renamed to the National Academy of Medicine, where he completed his second term on the Governing Council from 2012 to 2018, and has chaired the Forum on Neuroscience and Nervous Systems Disorders, which brings together government, industry, patient groups, and academia (2012 to 2018). He also served on the governing board of the National Research Council, the operating arm of the U.S. National Academies, from 2016 to 2018. He is a fellow of the American Academy of Arts and Sciences, a fellow of the American Association for the Advancement of Science, former president of the Society for Neuroscience, former president of the American College of Neuropsychopharmacology, and a Distinguished Life Fellow of the American Psychiatric Association. Dr. Hyman has served as Board Chair of the Charles A. Dana Foundation (NY) since December 2018. Dr. Hyman received a B.A. from Yale College, an M.A. from the University of Cambridge, which he attended as a Mellon fellow, and an M.D. from Harvard Medical School. We believe that Dr. Hyman’s extensive

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knowledge of neuroscience combined with his leadership skills qualifies him to serve as a member of the Board of Directors.

James A. Geraghty Mr. Geraghty has been a member of the Board of Directors since January 2014. He has served as Chairman of the Boards of Directors of publicly traded biopharmaceutical company Orchard Therapeutics plc since May 2018 and publicly traded biotechnology company Pieris Pharmaceuticals, Inc. since December 2017, and as a member of the Boards of Directors of publicly traded biotechnology company Fulcrum Therapeutics, Inc. since May 2016 and publicly traded biopharmaceutical company Idera Pharmaceuticals since May 2013. Mr. Geraghty was formerly Chairman of the Board of Directors of Juniper Pharmaceuticals, Inc., a biotechnology company since acquired by Catalant, Inc., from June 2015 to August 2018. He served as an Entrepreneur in Residence at Third Rock Ventures, LLC, a life sciences venture capital firm focused on the formation, development and strategy of new companies, from May 2013 to August 2017. Prior to that, Mr. Geraghty served as Senior Vice President, North America Strategy and Business Development at Sanofi S.A. from February 2011 to October 2013. Earlier, he held many roles at Genzyme Corporation from 1992 to 2011, most recently as Senior Vice President of International Development and as an executive officer. While at Genzyme, his roles included President of Genzyme Europe and General Manager of Genzyme’s cardiovascular business. Mr. Geraghty also served as Chairman, President and CEO of GTC Biotherapeutics, Inc. (formerly Genzyme Transgenics). Mr. Geraghty received a B.A. from Georgetown University, an M.S. from the University of Pennsylvania, and a J.D. from Yale Law School. We believe Mr. Geraghty’s experience as a senior executive and service on the Boards of Directors of other life sciences companies qualifies him to serve on the Board of Directors.

Alfred Sandrock, M.D., Ph.D. Dr. Sandrock has been a member of the Board of Directors since February 2022 and has served as our President and Chief Executive Officer since March 2022. From February 1998 to December 2021, Dr. Sandrock served in positions of increasing responsibility at Biogen Inc., culminating in his service as Executive Vice President, Research and Development from October 2019 to December 2021. Dr. Sandrock also served in various Chief Medical Officer roles from 2012 to 2020, including as Executive Vice President, Chief Medical Officer for Biogen from October 2015 to January 2020, and served on Biogen’s Executive Committee from June 2013 to December 2021. Dr. Sandrock held other senior executive positions at Biogen during his tenure, including Group Senior Vice President and Chief Medical Officer, Chief Medical Officer and Senior Vice President of Development Sciences, Senior Vice President of Neurology Research and Development, and Vice President of Clinical Development, Neurology. Dr. Sandrock has served on the Boards of Directors of privately held biotechnology companies Atalanta Therapeutics, Inc. since March 2022, Verge Genomics Inc. since February 2022, Transition Bio, Inc. since February 2022 and Neurimmune, Inc. since February 2022. Dr. Sandrock served on the Boards of Directors of publicly traded biotechnology company Neurocrine Biosciences, Inc. from September 2015 to May 2020 and privately held biotechnology companies Praxis Precision Medicines, Inc. from May 2017 to February 2020 and Disarm Therapeutics, Inc. from April 2017 to October 2020. Dr. Sandrock earned a B.A. in human biology from Stanford University, an M.D. from Harvard Medical School, and a Ph.D. in neurobiology from Harvard University. We believe Dr. Sandrock’s experience as a senior executive and service on the Boards of Directors of other life sciences companies qualifies him to serve on the Board of Directors.

Class III Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders

Michael Higgins Mr. Higgins was appointed Chairman of the Board in June 2019. He has been a member of the Board of Directors since July 2015 and also served as our Interim President and Chief Executive Officer from June 2021 to March 2022. Mr. Higgins served as Executive Chairman of KinDex Pharmaceutics, Inc., a biotechnology company, from March 2016 to March 2020 and served as Interim Chief Executive Officer from 2016 to 2020. Mr. Higgins has served as chairman of the Board of Directors of Pulmatrix, Inc., a publicly traded biopharmaceutical company, since April 2020, and has served as a member of the Boards of Directors of Genocea Biosciences Inc., a publicly traded immuno-oncology company, since February 2015, Nocion Therapeutics, Inc., a biopharmaceutical company, since September 2020, and Camp4 Therapeutics Corporation, a biopharmaceutical company, since October 2017. Mr. Higgins is a serial entrepreneur who has helped launch and build numerous companies during his career. He served as Entrepreneur-in-Residence at Polaris Partners, an investment company, from 2015 to 2020. From 2003 to 2014 he served as Senior Vice President, Chief Operating Officer at Ironwood Pharmaceuticals Inc, a biopharmaceutical company. Prior to 2003, Mr. Higgins held a variety of senior business positions at Genzyme Corporation, including Vice President of Corporate Finance and Vice President of Business Development. Mr. Higgins earned a B.S. from Cornell University and an M.B.A. from the Amos Tuck School of Business at Dartmouth College. Mr. Higgins’ financial and

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business expertise, including his diversified background as an executive officer in public pharmaceuticals companies, qualifies him to serve as a member of the Board of Directors.

Nancy Vitale Ms. Vitale has been a member of the Board of Directors since September 2020. Ms. Vitale has served as Chief People Officer at Omada Health, Inc., since January 2022. She has also served as a Co-Founder at Partners for Wellbeing, a boutique human resources consulting firm, since July 2019, and served as Managing Partner from July 2019 January 2022. Previously, Ms. Vitale served in various human resources leadership roles at biotechnology company Genentech, Inc., a member of the Roche Group, from September 2006 to July 2019, including Chief Human Resources Officer and Senior Vice President. Prior to her time at Genentech, Ms. Vitale served as Head of Human Resources, Gillette North America Commercial Operations at Procter & Gamble, a consumer goods company, from April 2004 to August 2006 and as Vice President of Human Resources at Cigna Corporation, a health service company, from April 2001 to April 2004. Ms. Vitale served on the Board of Directors for the Make-A-Wish Foundation from January 2017 to July 2021. Ms. Vitale received a B.B.A. from the University of Michigan and a M.B.A. from the Goizueta Business School at Emory University. We believe Ms. Vitale’s business and human resources expertise, including her experience as a human resources executive in the biotechnology industry, qualifies her to serve as a member of the Board of Directors.


Board Diversity Matrix (As of February 7, 2022)
Total Number of Directors				8
						Did Not
		Female	Male		Non-Binary	Disclose Gender
Part I: Gender Identity
Directors		1	6		—	1
Part II: Demographic Background
African American or Black		—	—		—	—
Alaskan Native or Native American		—	—		—	—
Asian		—	1		—	—
Hispanic or Latinx		—	—		—	—
Native Hawaiian or Pacific Islander		—	—		—	—
White		—	7		—	—
Two or More Races or Ethnicities		—	1		—	—
LGBTQ+	1
Did Not Disclose Demographic Background	1

Vote Required and Board of Directors’ Recommendation

Directors will be elected by a plurality of the votes properly cast by the stockholders on this proposal at the Annual Meeting. Broker “non-votes” and proxies marked to withhold authority with respect to one or more Class I directors will not be treated as votes cast for this purpose and, therefore, will not affect the outcome of the election.

The proposal for the election of directors relates solely to the election of Class I directors nominated by the Board of Directors.

The Board of Directors recommends that stockholders vote FOR the election of the Class I director nominee listed above.

PROPOSAL 2

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

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 in accordance with the SEC’s

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rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which we refer to as the Dodd-Frank Act, which added Section 14A to the Exchange Act.

Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of our short-term and longer-term financial and strategic goals and for driving corporate financial performance and stability. The programs contain elements of cash and equity-based compensation and are designed to align the interests of our executive officers with those of our stockholders.

The “Executive Compensation” section of this Proxy Statement describes in detail our executive compensation programs and the decisions made by our Compensation Committee of the Board of Directors, or the Compensation Committee, and the Board of Directors. Highlights of our executive compensation program include the following:

●

Competitive, market-based salaries, with annual adjustments;

●

Cash bonuses, payable at the discretion of the Board of Directors and assessed on individual and company performance on an annual basis; and

●

Stock options, restricted stock unit awards and an employee stock purchase plan to incentivize long-term value creation, with the potential benefit to be realized if stockholder value is increased as a result of increases in our stock price.

As we describe in the Executive Compensation section, our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and seeks to align the interests of our executives with our stockholders. The board believes this link between compensation and the achievement of our near- and long-term business goals has helped drive our performance over time. At the same time, we believe our program does not encourage excessive risk-taking by management.

The Board of Directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote does not overrule any decision by us or the Board of Directors (or any committee thereof), create or imply any change to our fiduciary duties or the fiduciary duties of the Board of Directors (or any committee thereof), or create or imply any additional fiduciary duties for us or the Board of Directors (or any committee thereof). However, our Compensation Committee and the Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions. In 2021, the Board of Directors recommended, our stockholders agreed and the Board of Directors thereafter concluded that our stockholders will have the opportunity to cast an advisory vote on the executive compensation of our named executive officers annually. The next stockholder advisory “say-on-frequency” vote is expected to occur at our 2027 annual meeting of stockholders.

Vote Required and Board of Directors’ Recommendation

The approval of Proposal 2 requires that a majority of the votes properly cast for and against this proposal vote FOR this proposal. Shares that are voted “abstain” and broker “non-votes” will not affect the outcome of this proposal.

The Board of Directors recommends that stockholders vote, on a non-binding advisory basis, to approve the compensation of our named executive officers by voting FOR Proposal 2.

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PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors, or Audit Committee, has appointed Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2022, pursuant to Article V, Section C of the Audit Committee charter. The Board of Directors is seeking ratification of the Audit Committee’s appointment of Ernst & Young, and recommends that stockholders vote for ratification of this appointment. If this proposal is not approved at the Annual Meeting, the Board of Directors will reconsider its appointment. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our stockholders’ best interests.

Ernst & Young has audited our financial statements every fiscal year since the year ended December 31, 2014, as well as the period ended December 31, 2013. We expect representatives of Ernst & Young to be present at the Annual Meeting and available to respond to appropriate questions. They will have the opportunity to make a statement if they desire to do so.

Ernst & Young Fees

The following table sets forth fees incurred for professional audit services and other services rendered to us by Ernst & Young and its affiliates for the fiscal years ended December 31, 2021 and 2020.


	Fiscal Year 2021		Fiscal Year 2020
Audit Fees	$	820,500	$	830,000
Audit-Related Fees		—		—
Tax Fees		51,500		30,000
All Other Fees		—		—
Total	$	872,000	$	860,000

Audit Fees. Audit fees consist of fees incurred for professional services performed by Ernst & Young for the audit of our annual consolidated financial statements and internal control over financial reporting, the review of interim consolidated financial statements, and related services that are normally provided in connection with registration statements and follow-on offerings.

Tax Fees. The tax fees consist of fees incurred in connection routine on-call services associated with an IRC Section 382 study and an evaluation of the employee retention credit.

Pre-Approval of Audit and Non-Audit Services

It is the policy of our Audit Committee that all services to be provided by our independent registered public accounting firm, including audit services and permitted audit-related and non-audit services, must be approved in advance by our Audit Committee.

All Ernst & Young services and fees in the fiscal years ended December 31, 2021 and 2020 were pre-approved by the Audit Committee and its properly delegated authorities.

Vote Required and Board of Directors’ Recommendation

The approval of Proposal 3 requires that a majority of the votes properly cast for and against this proposal vote FOR this proposal. Shares that are voted “abstain” will not affect the outcome of this proposal.

The Board of Directors recommends that stockholders vote FOR ratification of the appointment of

Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of April 11, 2022, for: each person known to us to be the beneficial owner of more than five percent of our outstanding common stock; each of our named executive officers; each of our directors and nominees; and all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by footnote, and 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 shares of our common stock shown as beneficially owned by them.

The table below lists applicable percentage ownership based on 38,403,013 shares of our common stock outstanding as of April 11, 2022. The number of shares beneficially owned includes shares of our common stock that each person has the right to acquire within 60 days after April 11, 2022, including upon the exercise of stock options or the settlement of restricted stock unit awards. The shares of common stock underlying these stock options and restricted stock unit awards shall be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of our common stock owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of outstanding shares of our common stock owned by any other person.


	Shares Beneficially Owned
Name and Address of Beneficial Owner⁽¹⁾	Number	Percent
5% Stockholders
Entities affiliated with Third Rock Ventures III, L.P.⁽²⁾	6,391,176	16.6	%
Entities affiliated with Neurocrine Biosciences, Inc.⁽³⁾	4,179,728	10.9	%
Entities affiliated with EcoR1 Capital, LLC⁽⁴⁾	3,557,507	9.3	%
Entities affiliated with The Vanguard Group ⁽⁵⁾	2,072,045	5.4	%
Named Executive Officers and Directors
Michael Higgins⁽⁶⁾	382,764	1.0	%
Glenn Pierce, M.D., Ph.D.⁽⁷⁾	237,000	*
Other Named Executive Officers
G. Andre Turenne⁽⁸⁾	1,084,784	2.8	%
Robert W. Hesslein⁽⁹⁾	255,635	*
Allison Dorval⁽¹⁰⁾	183,230	*
Omar Khwaja, M.D., Ph.D.⁽¹¹⁾	19,382	*
Other Directors
Mark Levin⁽¹²⁾	6,517,874	16.9	%
Steven M. Paul, M.D. ⁽¹³⁾	907,351	2.4	%
James A. Geraghty⁽¹⁴⁾	198,352	*
Steven Hyman, M.D.⁽¹⁵⁾	121,764	*
Nancy Vitale⁽¹⁶⁾	26,250	*
Alfred Sandrock, M.D., Ph.D.⁽¹⁷⁾	2,750	*
All directors and executive officers as a group (11 persons)⁽¹⁸⁾	8,743,953	22.0	%

* Indicates beneficial ownership of less than one percent.

(1)	Unless otherwise indicated, the address for each beneficial owner is c/o Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts 02139.

(2)

Reflects shares beneficially owned as of December 31, 2021, as set forth on a Schedule 13G/A filed by Third Rock Ventures III, L.P., or TRV LP, with the SEC on February 13, 2019. TRV LP directly owns 6,391,176 shares of common stock and claims shared voting and dispositive power over such shares. Third Rock Ventures GP III, L.P., or TRV GP III, is the general partner of TRV LP. TRV GP III, LLC, or TRV LLC, is the sole general partner of TRV GP III. Each of TRV GP III, TRV LLC, and Mark Levin, Kevin Starr and Robert Tepper, the managers of

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TRV LLC, may be deemed to share voting and dispositive power over the shares of record held by TRV LP. Each of TRV GP III, TRV LLC, Mark Levin, Kevin Starr and Robert Tepper disclaims beneficial ownership of all shares held by TRV LP except to the extent of their pecuniary interest therein. The address for each individual or entity listed above is 29 Newbury Street, 3rd Floor, Boston, MA 02116.

(3)

Reflects shares beneficially owned as of March 12, 2019, as set forth on a Schedule 13D filed by Neurocrine Biosciences, Inc. with the SEC on March 14, 2019. These shares were purchased under a stock purchase agreement entered into on January 28, 2019. The address for Neurocrine Biosciences, Inc. is 12780 El Camino Real, San Diego, CA 92130.

(4)

Reflects shares beneficially owned as of December 31, 2021, as set forth on a Schedule 13G/A filed by EcoR1 Capital, LLC, or EcoR1, with the SEC on February 14, 2022. EcoR1 claims shared voting and dispositive power over 3,557,507 shares of common stock. EcoR1 is the general partner and investment adviser of EcoR1 Capital Fund Qualified, L.P., or Qualified Fund, and Oleg Nodelman is the control person of EcoR1, and each of Qualified Fund and Oleg Nodelman may be deemed to share voting and dispositive power over the shares claimed by EcoR1. Each of EcoR1, Qualified Fund and Oleg Nodelman disclaims beneficial ownership of all such shares except to the extent of their pecuniary interest therein. The address for each individual or entity listed above is 357 Tehama Street #3, San Francisco, CA, 94103, United States.

(5)

Reflects shares beneficially owned as of December 31, 2021, as set forth on a Schedule 13G/A filed by The Vanguard Group, or Vanguard, with the SEC on February 10, 2022. Vanguard has shared voting power with respect to 4,783 shares of common stock. Vanguard has sole dispositive power with respect to 2,057,775 shares of common stock and shared dispositive power with respect to 14,270 shares of common stock. The address for Vanguard is 100 Vanguard Blvd, Malvern, PA 19355.

(6)	Consists of 382,764 shares of common stock issuable upon the exercise of options, 115,770 of which will vest within 60 days of April 11, 2022.

(7)	Consists of 5,000 shares of common stock held by Dr. Pierce directly, and 232,000 shares of common stock issuable upon the exercise of options, 45,340 of which will vest within 60 days of April 11, 2022.

(8)	Consists of 150,985 shares of common stock held by Mr. Turenne directly, and 933,799 shares of common stock issuable upon the exercise of options, none of which will vest within 60 days of April 11, 2022.

(9)	Consists of 58,709 shares of common stock held by Mr. Hesslein directly, and 196,926 shares of common stock issuable upon the exercise of options, 17,157 of which will vest within 60 days of April 11, 2022.

(10)	Consists of 21,835 shares of common stock held by Ms. Dorval directly, and 161,395 shares of common stock issuable upon the exercise of options, none of which will vest within 60 days of April 11, 2022.

(11)	Consists of 19,382 shares of common stock held by Mr. Khwaja directly.

(12)

Consists of 33,029 shares of common stock held by Mr. Levin directly, 90,000 shares of common stock issuable upon the exercise of options, 15,000 of which will vest within 60 days of April 11, 2022, 3,669 shares of common stock held by the Levin Family 2014 Irrevocable Trust directly and 6,391,176 shares of common stock held by TRV LP directly. Mr. Levin disclaims beneficial ownership of all shares held by TRV LP, except to the extent of his pecuniary interest therein.

(13)

Consists of (i) 7,364 shares of common stock held by Dr. Paul directly; (ii) 45,000 shares of common stock issuable upon the exercise of options, 15,000 of which will vest within 60 days of April 11, 2022; and (iii) 854,987 shares of common stock held in trusts, consisting of (a) 781,548 shares of common stock held by the Steven M. Paul Revocable Trust, (b) 41,501 shares of common stock held by the Jann Paul GRAT II, (c) 2 shares of common stock held by the Paul Family Delaware Trust FBO Jann (d) 7,984 shares of common stock held by the Paul Family Delaware Trust FBO Morgan, (e) 7,984 shares of common stock held by the Paul Family Delaware Trust FBO Jordan, (f) 7,984 shares of common stock held by the Paul Family Delaware Trust FBO Aaron, and (g) 7,984 shares of common stock held by the Paul Family Delaware Trust FBO Austin.

(14)	Consists of 76,588 shares of common stock held by Mr. Geraghty directly, and 121,764 shares of common stock issuable upon the exercise of options, 15,000 of which will vest with 60 days of April 11, 2022.

(15)	Consists of 121,764 shares of common stock issuable upon the exercise of options, 15,000 of which will vest within 60 days of April 11, 2022.

(16)	Consists of 26,250 shares of common stock issuable upon the exercise of options, 15,000 of which will vest within 60 days of April 11, 2022.

(17)	Consists of 2,750 shares of common stock issuable upon the exercise of options.

(18)	Consists of (i) 7,452,708 shares of common stock and (ii) 1,291,245 shares of common stock issuable upon the exercise of options, 265,911 of which will vest within 60 days of April 11, 2022.

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EQUITY COMPENSATION PLANS

2014 Stock Option and Grant Plan

In January 2014, we adopted the 2014 Stock Option and Grant Plan, or the 2014 Plan, under which it could grant incentive stock options, non‑qualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units to purchase up to 823,529 shares of common stock to employees, officers, directors and consultants of ours. Under the 2014 Plan, during 2014 we issued only restricted stock awards and during 2015 we only granted stock options. The terms of stock awards agreements, including vesting requirements, were determined by the Board of Directors and were subject to the provisions of the 2014 Plan. Stock options granted to employees generally vest over four years, with 25% vesting on the one-year anniversary and 75% vesting ratably, on a monthly basis, over the remaining three years. Stock options granted to non‑employee consultants generally vest monthly over a period of one to four years.

2015 Stock Option and Incentive Plan

In October 2015, the Board of Directors and stockholders approved the 2015 Stock Option and Incentive Plan, or 2015 Plan, which became effective upon the completion of our initial public offering, or IPO. The 2015 Plan provides us with the flexibility to use various equity-based incentive and other awards as compensation tools to reward and motivate our workforce. These tools include stock options; stock appreciation rights; restricted stock; restricted stock units, or RSUs; unrestricted stock; performance share awards and cash-based awards. The 2015 Plan replaced the 2014 Plan. Any options or awards outstanding under the 2014 Plan remained outstanding and effective. The number of shares initially reserved for issuance under the 2015 Plan is the sum of (i) 1,311,812 shares of common stock and (ii) the number of shares under the 2014 Plan that are not needed to fulfill our obligations for awards issued under the 2014 Plan as a result of forfeiture, expiration, cancellation, termination or net issuances of awards thereunder. The number of shares of common stock that may be issued under the 2015 Plan is also subject to increase on the first day of each fiscal year as determined by the 2015 Plan Administrator in an amount up to 4% of our issued and outstanding shares of common stock on the immediately preceding December 31.

2015 Employee Stock Purchase Plan

In October 2015, the Board of Directors and stockholders approved the 2015 Employee Stock Purchase Plan, or 2015 ESPP. Under the 2015 ESPP, all full-time employees are eligible to purchase our common stock twice per year, at the end of each six-month payment period. During each payment period, eligible employees who so elect, may authorize payroll deductions in an amount within a range of 1% to 10% (whole percentages only) of the employee’s base pay for each payroll period. At the end of each payment period, the accumulated deductions are used to purchase shares of our common stock at a discount. The 2015 ESPP became effective upon the completion of our IPO.

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The following table sets forth information as of December 31, 2021 regarding shares of common stock that may be issued under our equity compensation plans, consisting of the 2014 Plan, the 2015 Plan, and the 2015 ESPP as well as grants made outside of these plans in accordance with Nasdaq Rule 5635(c).

Equity Compensation Plan Information


	Number of securities					Number of securities
	to be issued		Weighted-average			remaining available for
	upon exercise		exercise price			future issuance under
	of outstanding		of outstanding			equity compensation plans
	options, warrants,		options, warrants,			(excluding securities
Plan Category	and rights (#)		and rights ($)		⁽¹⁾	reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders	4,777,198	⁽²⁾	$	11.72		6,034,113	⁽³⁾
Equity compensation plans not approved by security holders	1,068,791	⁽⁴⁾		16.57		N/A
Total	5,845,989		$	12.60		6,034,113

(1)

Represents the weighted-average exercise price of outstanding options only and does not include outstanding restricted stock unit awards as such awards do not have an exercise price.

(2)

Includes 4,008,527 shares of common stock issuable upon the exercise of outstanding options and 768,671 shares of common stock issuable upon the settlement of outstanding restricted stock unit awards. Does not include shares of restricted stock as they have been reflected in our total shares outstanding.

(3)

As of December 31, 2021, there were 4,374,539 shares available for grant under the 2015 Plan and 1,659,574 shares available for purchase under the 2015 ESPP. As of the closing of our initial public offering, no additional equity awards may be granted under the 2014 Plan. Each of our 2015 Plan and 2015 ESPP contains an “evergreen” provision which allows for an annual increase in the number of shares of our common stock available for issuance under such plan on the first day of each fiscal year. For our 2015 Plan, the annual increase in the number of shares is equal to the lesser of 4% of the number of shares of common stock issued and outstanding or such lesser number of shares of common stock as determined by the 2015 Plan Administrator. For our 2015 ESPP, the annual increase in the number of shares is equal to the lesser of 1% of the number of shares of common stock issued and outstanding or such lesser number of shares of common stock as determined by the Administrator.

(4)

Consists of (a) options to purchase 622,916 shares of our common stock granted to G. Andre Turenne as an inducement material to his joining our Company as President and Chief Executive Officer in July 2018, (b) options to purchase 168,750 shares of our common stock and 28,125 restricted stock unit awards granted to Robert Hesslein, as an inducement material to his joining our Company as Senior Vice President and General Counsel in April 2019, (c) options to purchase 76,500 shares of our common stock and 13,000 restricted stock unit awards granted to Robin Swartz as an inducement material to her joining our Company as Senior Vice President of Portfolio Management and Patient Engagement in January 2021, and (d) options to purchase an aggregate of 172,500 shares of our common stock and an aggregate of 29,000 restricted stock unit awards granted to certain individuals as inducements material to their joining our Company in 2020. The options vest over four years, with 25% vesting on the one-year anniversary of the grant date and 75% vesting ratably, on a monthly basis, over the remaining three years, and the restricted stock units vest and become settleable subject to the employee’s continued services on each applicable vesting date, over a three-year period as follows: 33.33% of the restricted stock units will vest on the first anniversary of the grant date; an additional 33.33% of the restricted stock units will vest on the two-year anniversary of the grant date; and the remaining restricted stock units will vest on the three-year anniversary of the grant date.

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EXECUTIVE OFFICERS

The following table identifies our executive officers and sets forth their current position(s) at Voyager and their ages as of April 11, 2022.


Name	Age	Position

Alfred Sandrock, M.D., Ph.D.	64	Director, President and Chief Executive Officer
Julie Burek	47	Vice President of Finance
Robert W. Hesslein	69	Senior Vice President and General Counsel
Robin Swartz	51	Chief Operating Officer
Glenn Pierce, M.D., Ph.D.	66	Director, Interim Chief Scientific Officer

You should refer to “Proposal 1: Election of Directors” above for information about our Director, President and Chief Executive Officer, Alfred Sandrock, M.D., Ph.D. and our Director, Interim Chief Scientific Officer, Glenn Pierce, M.D., Ph.D. Biographical information for our other executive officers, as of April 11, 2022, is set forth below.

Julie Burek Ms. Burek has served as our Vice President of Finance since August 2020. Ms. Burek joined us as Director, Financial Planning & Analysis in April 2018. Prior to joining us, Ms. Burek served in positions of increasing responsibility at Biogen Inc., a biotechnology company, from February 2013 to April 2018 including as Associate Director, Finance and Senior Manager, Finance. Prior to her time at Biogen, Ms. Burek served as Senior Finance Manager at EMD Serono Inc., the biopharmaceutical business of Merck KGaA, from 2008 to 2013. Earlier in her career, Ms. Burek served in various finance roles at advertising agencies including Hill Holliday and Digitas as well as finance roles at manufacturing companies including SencorpWhite and Teradyne. Ms. Burek received a B.S. in Finance from Bentley University and an M.B.A. from Northeastern University.

Robert W. Hesslein Mr. Hesslein has served as our Senior Vice President and General Counsel since April 2019. Mr. Hesslein was previously the Senior Vice President, General Counsel, and Chief Compliance Officer at Foundation Medicine, Inc., a molecular information company focused on cancer genomics, which is now a subsidiary of Roche, from May 2012 to March 2019. Mr. Hesslein was previously Senior Vice President and Deputy General Counsel at Genzyme, a biotechnology company, which is now a subsidiary of Sanofi, from July 1996 to May 2012. Before Genzyme, from September 1990 to June 1996, Mr. Hesslein was a Second Vice President and Counsel at The New England, a mutual life insurance company. From September 1978 to August 1990, Mr. Hesslein was an associate and subsequently a partner at Csaplar & Bok, a Boston law firm. Mr. Hesslein earned his B.A. from Yale University and his J.D. from The Cornell Law School.

Robin Swartz Ms. Swartz previously served as our Senior Vice President, Business Operations from September 2021 to February 2022 and our Senior Vice President, Portfolio Management and Patient Engagement from January 2021 to August 2021. Prior to joining us, Ms. Swartz served in positions of increasing responsibility at Genzyme Corporation and Sanofi Genzyme, culminating in her service at Sanofi Genzyme as Vice President, Patient and Product Services for Rare Diseases from January 2018 to June 2020 and as Vice President, Head of Global and US Business Operations from June 2015 to December 2017. Her previous roles at Sanofi Genzyme included Chief of Staff to the Executive Vice President and Senior Director, Finance. Ms. Swartz received a B.A. in political science and government from Kenyon College.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements, we describe below the transactions, or series of similar transactions, since January 1, 2020, to which we were a party or will be a party, in which:

●

the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two complete fiscal years; and

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●

any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

In November 2015, we adopted a related party policy that requires all future transactions between us and any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons (as defined in Item 404 of Regulation S-K) or their affiliates, in which the amount involved is equal to or greater than $120,000, be approved in advance by our Audit Committee. Any request for such a transaction must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

Agreements with Stockholders

In August 2018, we entered into a consulting agreement, which we refer to as the Paul Agreement, with Dr. Steven M. Paul, M.D., our former President and Chief Executive Officer, pursuant to which Dr. Paul has agreed to provide consulting and advisory services, including but not limited to scientific guidance in connection with certain of our collaborations and research and development programs for a period which commenced on August 2, 2018 and expired on December 31, 2020. In accordance with its terms, we paid $200,400 in consulting fees for services provided by Dr. Paul in 2020.

In May 2019, we entered into a consulting agreement, which we refer to as the Sah Agreement, with Dinah Sah, Ph.D., our former Chief Scientific Officer, pursuant to which Dr. Sah has agreed to provide consulting and advisory services, including but not limited to strategic and tactical advice regarding our current and potential research and development programs, the establishment of relationships with research scientists working in areas of interest to us, and such other organizational and business matters as may be requested by us from time to time, for a three-year period which commenced on June 28, 2019. In March 2020, Dr. Sah also entered into a consulting agreement with us to serve on our scientific advisory board. In accordance with the terms of her consulting agreements, we paid Dr. Sah $429,522 and $208,575 in consulting fees for services provided in 2020 and 2021, respectively. We also paid Dr. Sah $900 in consulting fees for services provided for the period from January through March of 2022 under her consulting agreements.

During the year ended December 31, 2020, we received cost reimbursement amounts from development costs related to our collaboration and license agreement with Neurocrine Biosciences, a beneficial owner of more than 5% of our voting securities. Under the collaboration agreement, we and Neurocrine have agreed to conduct research, development and commercialization of certain of our AAV gene therapy products. Amounts due from Neurocrine are reflected as related party collaboration receivables. As of December 31, 2021, we had approximately $0.7 million in related party collaboration receivable associated with Neurocrine. During the years ended December 31, 2021 and 2020, we recognized $37.4 million and $56.7 million of revenue, respectively, associated with our collaboration with Neurocrine related to research and development services performed during the period and the corresponding cost reimbursement receivable. From January through March 2022, we recognized $0.7 million of revenue associated with our collaboration with Neurocrine.

Executive Officer and Director Compensation

See “Executive Compensation” and “Director Compensation” for information regarding compensation of directors and executive officers.

Employment Agreements

We have entered into employment agreements or offer letters with each of our executive officers. For more information regarding our agreements with our named executive officers for the fiscal year ended December 31, 2021, see “Executive Compensation.”

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Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers, the forms of which are attached as exhibits to our Annual Report filed on Form 10-K for the fiscal year ended December 31, 2021. The indemnification agreements and our Certificate of Incorporation and Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our outstanding common stock, or collectively, Reporting Persons, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of such reports received or written representations from certain Reporting Persons during the fiscal year ended December 31, 2021, we believe that all Reporting Persons complied with all Section 16(a) reporting requirements.

CORPORATE GOVERNANCE

Board and Committee Matters

Board Leadership and Independence. The Board of Directors has determined that all members of the Board of Directors, except Dr. Paul, Dr. Pierce, and Dr. Sandrock are independent, as determined in accordance with the rules of the Nasdaq Stock Market. In making such independence determination, the Board of Directors considered the relationships that each such non-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors listed above, the Board of Directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.

The positions of our Chairman of the Board of Directors, or Chairman of the Board, and Chief Executive Officer are presently separated. 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. The Board of Directors recognizes the time, effort and energy that the Chief Executive Officer must devote to his position in the current business environment, as well as the commitment required to serve as the Chairman of the Board, particularly as the Board of Directors’ oversight responsibilities continue to grow. The Board of Directors also believes that this structure ensures a greater role for the non-management directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board of Directors. The Board of Directors believes its administration of its risk oversight function has not affected its leadership structure. Although our Bylaws do not require our Chairman of the Board and Chief Executive Officer positions to be separate, the Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time.

Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The current version of the Code of Business Conduct and Ethics is available on our website at https://ir.voyagertherapeutics.com/corporate-governance/highlights. A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, upon a request directed to: Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts, 02139 Attention: Vice President of Finance. We intend to disclose any amendment of a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions, or any waiver of our Code of Business Conduct and Ethics for such persons or any other of our officers, by posting such information on our website at vygr.com and/or in our public filings with the SEC.

Corporate Governance Guidelines. The Board of Directors has adopted corporate governance guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, the Nasdaq Stock Market and our Certificate of Incorporation and Bylaws. Our corporate governance guidelines are available in the corporate governance

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section of our website at https://ir.voyagertherapeutics.com/corporate-governance/highlights. Although these corporate governance guidelines have been approved by the Board of Directors, it is expected that these guidelines will evolve over time as customary practice and legal requirements change. In particular, corporate governance guidelines that encompass legal, regulatory or stock exchange requirements as they currently exist will be deemed to be modified as and to the extent that such legal, regulatory or stock exchange requirements are modified. In addition, the corporate governance guidelines may also be amended by the Board of Directors at any time as it deems appropriate.

Board Meetings and Committees. The Board of Directors held seventeen meetings. The directors regularly hold executive sessions at meetings of the Board of Directors. During 2021, each of the directors then in office and for the period during which he or she was in office, attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of the committees of the Board of Directors on which such director then served. Continuing directors and nominees for election as directors in a given year are required to attend the annual meeting of stockholders, barring significant commitments or special circumstances. Each of our directors attended the 2021 Annual Meeting of Stockholders.

During 2021, the Board of Directors had four standing committees: Audit Committee, Compensation Committee, Science and Technology Committee, and Nominating and Corporate Governance Committee. In February 2022, the Board of Directors established an Executive Committee.

The Board of Directors may establish other committees from time to time.

Audit Committee. Since June 2021, our Audit Committee has been comprised of James A. Geraghty, Steven Hyman, M.D., and Nancy Vitale, with Mr. Geraghty serving as chair. From August 2019 to June 2021, our Audit Committee was comprised of Mr. Geraghty, Glenn Pierce, M.D., Ph.D., and Michael Higgins, with Mr. Higgins serving as chair. The Board of Directors has determined that each member of the Audit Committee is independent for Audit Committee purposes as that term is defined in the rules of the SEC and the applicable Nasdaq Stock Market rules, including the enhanced independence criteria set forth in Rule 10A-3 promulgated under the Exchange Act, and have sufficient knowledge in financial and auditing matters to serve on the Audit Committee. The Board of Directors has designated Mr. Geraghty as an “Audit Committee financial expert,” as defined under the applicable rules of the SEC.

The Audit Committee’s responsibilities include:

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

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pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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reviewing the overall audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

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reviewing the adequacy of our internal control over financial reporting;

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establishing policies and procedures for the receipt, retention, and treatment of accounting-related complaints and concerns;

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recommending, based upon its review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

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preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions;

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annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq Stock Market;

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reviewing policies related to risk assessment and risk management; and

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establishing, maintaining and overseeing our Code of Business Conduct and Ethics.

All audit services and all 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.

The Audit Committee held four meetings during 2021. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and the Nasdaq Stock Market. The Audit Committee reviews its charter annually. A copy of the current Audit Committee charter is available on our website at https://ir.voyagertherapeutics.com/corporate-governance/highlights.

Compensation Committee. Since June 2021, our Compensation Committee has been comprised of James A. Geraghty, Steven Hyman, M.D., and Nancy Vitale, with Ms. Vitale serving as chair. From January 15, 2021 to June 2021, our Compensation Committee was comprised of Michael Higgins, Dr. Hyman, and Ms. Vitale, with Ms. Vitale serving as chair. From January 1, 2021 to January 15, 2021, our Compensation Committee was comprised of Mr. Higgins, Dr. Hyman., Ms. Vitale, and Wendy Dixon, Ph.D., with Dr. Dixon serving as chair. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined in the rules of the SEC and the applicable Nasdaq Stock Market rules, including the enhanced independence criteria set forth in Rule 10C-1 promulgated under the Exchange Act. The Compensation Committee’s responsibilities include:

annually reviewing and recommending for approval by the independent directors of the Board individual and corporate goals and objectives relevant to the compensation of our executive officers;

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evaluating the performance of our executive officers in light of such individual and corporate goals and objectives and determining the compensation of our executive officers;

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appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;

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conducting the independence assessment outlined in the rules of the Nasdaq Stock Market with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;

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annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq Stock Market;

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overseeing and administering our compensation and similar plans;

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reviewing and approving our policies and procedures for the grant of incentive-based compensation plans and equity-based awards;

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reviewing and making recommendations to the Board of Directors with respect to director compensation;

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reviewing and approving equity award grants, and making recommendations to the Board of Directors with respect to equity award grants made to our directors and chief executive officer;

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periodically performing a performance evaluation of the committee and reporting to the Board of Directors on the results of such evaluation;

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reviewing and discussing with management the compensation discussion and analysis, if any, to be included in our annual proxy statement;

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preparing the committee report to be included in our annual proxy statement or annual report on Form 10-K; and

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reviewing and discussing with the Board of Directors corporate succession plans for the chief executive officer and other senior management positions.

The Compensation Committee held ten meetings during 2021. The Compensation Committee operates under a written charter adopted by the Board of Directors and reviews its charter annually. A copy of the current Compensation Committee charter is available on our website at https://ir.voyagertherapeutics.com/corporate-governance/highlights.

Science and Technology Committee. Since February 2022, our Science and Technology Committee has been comprised of Steven Hyman, M.D., Mark Levin, Steven M. Paul, M.D., Glenn Pierce, M.D., Ph.D., and Alfred Sandrock, M.D., Ph.D., with Dr. Hyman serving as chair. From August 2019 to February 2022, our Science and Technology Committee was comprised of Dr. Hyman, Mr. Levin, Dr. Pierce, and Dr. Paul, with Dr. Hyman serving as chair. The Board of Directors has determined that each current member of the Science and Technology Committee other than Dr. Paul, Dr. Pierce, and Dr. Sandrock is “independent” as defined in the applicable Nasdaq rules. The Science and Technology Committee’s responsibilities include:

reviewing, evaluating, and advising the Board of Directors and management regarding the long-term strategic goals and objectives and the quality and direction of our research and development programs;

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monitoring and evaluating trends in research and development, and recommending to the Board of Directors and management emerging technologies for building our technological strength;

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recommending approaches to acquiring and maintaining technology positions (including but not limited to contracts, grants, collaborative efforts, alliances, and capital); advising the Board of Directors and management on the scientific aspects of business development transactions;

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regularly reviewing our research and development pipeline;

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assisting the Board of Directors with its oversight responsibility for enterprise risk management in areas affecting our research and development; and

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reviewing such other topics as delegated to the Science and Technology Committee from time to time by the Board of Directors.

The Science and Technology Committee held three meetings during 2021. The Science and Technology Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on our website at https://ir.voyagertherapeutics.com/corporate-governance/highlights.

Nominating and Corporate Governance Committee. Since June 3, 2021, our Nominating and Corporate Governance Committee has been comprised of James A. Geraghty and Nancy Vitale, with Mr. Geraghty serving as chair. From January 15, 2021 to June 3, 2021, our Nominating and Corporate Governance Committee was comprised of Mr. Geraghty, Michael Higgins and Ms. Vitale, with Mr. Geraghty serving as chair. From August 2019 to January 15, 2021, our Nominating and Corporate Governance Committee was comprised of Mr. Geraghty, Dr. Hyman, and Wendy Dixon, Ph.D., with Mr. Geraghty serving as chair. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of the Nasdaq Stock Market. The Nominating and Corporate Governance Committee’s responsibilities include:

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developing and recommending to the Board of Directors criteria for Board and committee membership;

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establishing procedures for identifying and evaluating Board of Directors candidates, including nominees recommended by stockholders;

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identifying individuals qualified to become members of the Board of Directors;

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

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developing and recommending to the Board of Directors a set of corporate governance principles;

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periodically performing a performance evaluation of the committee and reporting to the Board of Directors on the results of such evaluation; and

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annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq Stock Market.

The Nominating and Corporate Governance Committee held four meetings. The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board of Directors and reviews its charter annually. A copy of the current Nominating and Corporate Governance Committee charter is available on our website at https://ir.voyagertherapeutics.com/corporate-governance/highlights.

The Nominating and Corporate Governance Committee considers candidates for Board of Director membership suggested by its members 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 the 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 Recommendations.” 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 earlier in this Proxy Statement under the heading “Procedure for Submitting Stockholder Proposals and Nominations.”

Identifying and Evaluating Director Nominees. The Board of Directors is responsible for identifying suitable candidates for nomination to the Board. The Board of Directors delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. For example, the Nominating and Corporate Governance Committee has engaged a search firm and is actively recruiting candidates to fill the vacancies which will be created by the anticipated departures of Dr. Paul and Mr. Levin. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board of Directors’ approval as director nominees for election to the Board of Directors.

Minimum Qualifications. The Nominating and Corporate Governance Committee will consider, among other things, the following qualifications, skills and attributes when recommending candidates for the Board of Directors’ selection as nominees for the Board of Directors and as candidates for appointment to the Board of Directors’ committees. The nominee shall have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing, be highly accomplished in his or her respective field with superior credentials and recognition, be well regarded in the community and have a long-term reputation for high ethical and moral standards, have sufficient time and availability to devote to the affairs of the Company, and, to the extent such

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candidate serves or has previously served on other boards, have a demonstrated history of actively contributing at board meetings.

In evaluating proposed director candidates, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board of Directors membership approved by the Board of Directors from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence, his or her diversity, and the needs of the Board of Directors.

Our Nominating and Corporate Governance Committee considers the value of diversity when selecting nominees, including the representation of directors who self-identify as female, underrepresented minorities, or LGBTQ+. Although we have no formal policy regarding board diversity, we believe that the Board of Directors, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. The Nominating and Corporate Governance Committee does not make any specific weighting of diversity or any other characteristic.

Stockholder Recommendations. Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to our Secretary at Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts, 02139, who will forward all recommendations to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our Bylaws and must be received by us no later than the date referenced above in “Voting—Procedure for Submitting Stockholder Proposals and Nominations.”

Stockholder Communications. The Board of Directors provides to every stockholder the ability to communicate with the Board of Directors, as a whole, and with individual directors on the Board of Directors through an established process for stockholder communication. For a stockholder communication directed to the Board of Directors as a whole, stockholders may send such communication to the attention of the Chairman of the Board via U.S. Mail or Expedited Delivery Service to: Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts, 02139, Attn: Chairman of the Board.

For a stockholder communication directed to an individual director in his or her capacity as a member of the Board of Directors, stockholders may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Voyager Therapeutics, Inc., 64 Sidney Street, Cambridge, Massachusetts, 02139.

We will forward by U.S. Mail any such stockholder communication to each director, and the Chairman of the Board in his or her capacity as a representative of the Board of Directors, to whom such stockholder communication is addressed to the address specified by each such director and the Chairman of the Board, unless there are safety or security concerns that mitigate against further transmission.

Risk Oversight. The Board of Directors oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. The Board of Directors performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, the Board of Directors addresses the primary risks associated with those operations and corporate functions. In addition, the Board of Directors reviews the risks associated with our company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

Executive Committee. Since its formation in February 2022, our Executive Committee has been comprised of Michael Higgins, Glenn Pierce, M.D., Ph.D., and Alfred Sandrock, M.D., Ph.D., with Mr. Higgins serving as chair. The Executive Committee’s responsibilities include:

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supporting the Board of Directors and management regarding our day-to-day executive functions;

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reviewing, evaluating, and advising the Board and management regarding our long-term strategic goals and objectives;

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monitoring and evaluating industry trends and recommending to the Board of Directors and management strategic opportunities and alternatives; and

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assisting the Board of Directors with its oversight responsibility for enterprise risk management.

Each of the committees of the Board of Directors also oversees the management of our risk that falls within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. Our Vice President of Finance reports to the Audit Committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm, and privately with our Vice President of Finance. The Audit Committee oversees the operation of our risk management program, including the identification of the primary risks associated with our business and periodic updates to such risks, and reports to the Board of Directors regarding these activities.

Audit Committee Report

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 of 1933, or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.

The Audit Committee operates under a written charter approved by the Board of Directors, which provides that its responsibilities include the oversight of the quality of our financial reports and other financial information and its compliance with legal and regulatory requirements; the appointment, compensation, and oversight of our independent registered public accounting firm, Ernst & Young, including reviewing its independence; reviewing and approving the planned scope of our annual audit; reviewing and pre-approving any non-audit services that may be performed by Ernst & Young; the oversight of our internal audit function; reviewing with management and our independent registered public accounting firm the adequacy of internal financial controls; and reviewing our critical accounting policies and estimates and the application of accounting principles generally accepted in the United States of America.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting process, and compliance with laws and regulations and ethical business standards. Ernst & Young is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), or the PCAOB. The Audit Committee’s main responsibility is to monitor and oversee this process.

The Audit Committee reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2021, with management. The Audit Committee has discussed with Ernst & Young applicable requirements of the PCAOB, , and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

The Audit Committee considered any fees paid to Ernst & Young for the provision of non-audit related services and does not believe that these fees compromise Ernst & Young’s independence in performing the audit.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that such audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

THE AUDIT COMMITTEE

James Geraghty

Steven Hyman, M.D.
Nancy Vitale

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EXECUTIVE COMPENSATION

Overview

Voyager’s compensation programs are designed to:

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attract and retain individuals with superior ability, technical, and managerial experience;

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align executive officers’ incentives with our corporate strategies, business objectives and the long-term interests of our stockholders; and

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increase the incentive to achieve key strategic performance measures by linking incentive award opportunities to the achievement of performance objectives and by providing a portion of total compensation for executive officers in the form of ownership in the Company.

Our Compensation Committee is primarily responsible for developing and implementing our compensation policies and establishing and approving the compensation for all of our executive officers; with respect to the Chief Executive Officer, the Compensation Committee will review and make recommendations to the independent members of the Board of Directors for approval. The Compensation Committee oversees our compensation and benefit plans and policies, administers our equity incentive plans, reviews and approves annually all compensation decisions relating to our executive officers, and makes recommendations to the independent members of the Board of Directors on compensation for the Chief Executive Officer. The Compensation Committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. Our Compensation Committee has the authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making compensation decisions. Radford, an Aon/Hewitt company, is the Compensation Committee’s current outside compensation consultant. In June 2021, the Compensation Committee reviewed information regarding the independence and potential conflicts of interest of Radford, taking into account, among other things, the relationship between Radford, the members of the Board of Directors, and our executive officers and the factors set forth in the Nasdaq listing standards. Based on such review, the Committee concluded that the engagement of Radford did not raise any conflict of interest. The total amount paid to Radford for services not related to executive or director compensation was less than $120,000 in 2021.

Executive Compensation Components

Historically, our Compensation Committee reviews all compensation components including base salary, bonus, benefits, equity incentives, and other perquisites, as well as severance arrangements, change-in-control benefits and other forms of executive officer compensation and provides a recommendation on the compensation of our Chief Executive Officer to the Board of Directors and approves the compensation of our other executive officers. In addition, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The Compensation Committee also makes recommendations to the Board of Directors regarding the compensation of non-employee directors and has the authority to administer our equity-based plans, both directly and through delegated authority to the Chief Executive Officer.

In 2021, the Compensation Committee engaged Radford, an Aon/Hewitt company, as its compensation consultant. Radford assisted the Committee in conducting competitive compensation assessments for our executive officers for the fiscal year ended December 31, 2021. Additionally, Radford also assisted in the determination of compensation for executive officers hired in 2021. In evaluating the total compensation of our executive officers, the Compensation Committee, with the assistance of Radford, established a peer group of 20 publicly traded companies in the biopharmaceutical industry that was comprised of companies whose market capitalization, number of employees,

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maturity of product development pipeline or area of therapeutic focus are similar to Voyager. Our 2021 peer group includes the following companies:


Voyager 2021 Compensation Peer Group

	Adverum Biotechnologies	Homology Medicines	REGENXBIO
	AVROBIO	Intellia Therapeutics	Sangamo Therapeutics
	Cara Therapeutics	Magenta Therapeutics	Syros Pharmaceuticals
	Corbus Therapeutics	MeiraGTx	Translate Bio
	Denali Therapeutics	Ovid Therapeutics	Wave Life Sciences
	Dicerna Therapeutics	Precision Biosciences	Xencor
	Epizyme	Prevail Therapeutics

For the full compensation analysis, Radford supplemented the peer group information with published survey data, which provided a broader market representation of companies and deeper position reporting.

Base Salary

Base salary is intended to provide compensation for day-to-day performance. The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Base salaries for our named executive officers are intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent. Base salaries are originally established at the time the executive is hired based on individual experience, skills and expected contributions, our understanding of what executives in similar positions at peer companies were paid, and also negotiations during the hiring process. The base salaries of our named executive officers are reviewed annually and may be adjusted to reflect market conditions and our executives’ performance during the prior year as well as the financial position of the company, or any change in the scope of the officer’s responsibilities.

As of December 31, 2021, for each named executive officer then serving as an executive officer, or as of such earlier date any named executive officer ceased serving as an executive officer, the base salaries for our named executive officers were as follows:


Named Executive Officer	Base Salary
G. Andre Turenne, Former President and Chief Executive Officer	$	600,300
Michael Higgins, Former Interim President and Chief Executive Officer⁽¹⁾	$	600,000
Robert W. Hesslein, Senior Vice President and General Counsel	$	435,511
Allison Dorval, Former Chief Financial Officer	$	430,000
Glenn Pierce, M.D., Ph.D., Interim Chief Scientific Officer	$	480,000
Omar Khwaja, M.D., Ph.D., Former Chief Medical Officer and Head of Research and Development

SEC Form DEF 14A filed by Voyager Therapeutics Inc.