UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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Dicerna Pharmaceuticals, Inc.(Name of Registrant as Specified In Its Charter)

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DICERNA PHARMACEUTICALS, INC.
33 HAYDEN AVENUE, LEXINGTON, MA 02421

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2020
AT 8:30 A.M. EASTERN TIME

Dear Stockholder:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Dicerna Pharmaceuticals, Inc., a Delaware corporation. The 2020 Annual Meeting of Stockholders will be held on June 15, 2020, at 8:30 a.m., Eastern Time. We have adopted a virtual format for the 2020 Annual Meeting of Stockholders to provide a consistent and convenient experience to all stockholders regardless of location. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/DRNA2020. The purpose of the 2020 Annual Meeting of Stockholders is the following:

1. To elect 10 directors in the accompanying proxy statement with terms to expire at the 2021 Annual Meeting of Stockholders;

2. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;

3. To hold an advisory vote on the compensation paid to our named executive officers;

4. To hold an advisory vote on the frequency of executive compensation votes as every year; and

5. To conduct any other business properly brought before the 2020 Annual Meeting of Stockholders.

A Notice of Internet Availability of Proxy Materials will be mailed to stockholders of record and beneficial owners as of the close of business on April 16, 2020. Only stockholders of record at the close of business on that date are entitled to receive notice of, and to vote during, the 2020 Annual Meeting of Stockholders or any adjournment thereof. On the date of mailing of the Notice of Internet Availability of Proxy Materials, the proxy materials will be accessible on a website referred to in the Notice of Internet Availability of Proxy Materials. These proxy materials will more fully describe the items of business above and will be available free of charge.

Your vote is very important. Whether or not you virtually attend the 2020 Annual Meeting of Stockholders online, it is important that your shares be represented. You may vote your proxy on the Internet, by phone, or by mail in accordance with the instructions in the Notice of Availability of Proxy Materials.

On behalf of the Board of Directors, thank you for your participation in this important annual process.

By Order of the Board of Directors

/s/ Douglas M. Fambrough, III, Ph.D.    

Douglas M. Fambrough, III, Ph.D.
President and Chief Executive Officer

Lexington, Massachusetts

April 22, 2020

You are cordially invited to attend the annual meeting virtually. Whether or not you expect to attend the annual meeting virtually, please vote on the Internet, by phone, or by mail as instructed in the notice of availability of proxy materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote during the annual meeting if you attend virtually. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote during the annual meeting, you must obtain a proxy issued in your name from that record holder.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

TABLE OF CONTENTS

Description	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING PROCEDURES	1
PROPOSAL 1: ELECTION OF DIRECTORS	7
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	11
PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION	12
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION	13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	14
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	16
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	17
DIRECTOR COMPENSATION	24
EXECUTIVE OFFICERS	27
EXECUTIVE COMPENSATION	28
INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	47
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	48
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS	49
OTHER MATTERS	50
ADDITIONAL INFORMATION	51

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2020
AT 8:30 A.M. EASTERN TIME

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING PROCEDURES

WHY AM I RECEIVING THESE MATERIALS?

We sent you a Notice of Availability of Proxy Materials (the “notice”) because the Board of Directors of Dicerna Pharmaceuticals, Inc. is soliciting your proxy to vote at our 2020 Annual Meeting of Stockholders to be held on June 15, 2020, at 8:30 a.m., Eastern Time (the “annual meeting”). The annual meeting will be a virtual meeting held at www.virtualshareholdermeeting.com/DRNA2020. We invite you to attend the annual meeting virtually to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting virtually to vote your shares. Instead, you may vote by proxy over the Internet or by phone by following the instructions provided in the notice, or, if you request printed copies of the proxy materials by mail, you may vote by mail.

The notice is being sent or made available on or about April 22, 2020 to all stockholders of record entitled to vote at the annual meeting.

As used in this proxy statement, “Dicerna,” the “Company,” “we,” or “us” refer to Dicerna Pharmaceuticals, Inc., a Delaware corporation and, where appropriate, its consolidated subsidiaries.

WHO CAN VOTE AT THE ANNUAL MEETING?

Only stockholders of record at the close of business on April 16, 2020 will be entitled to vote at the annual meeting. On this record date, there were 73,842,827 shares of common stock outstanding that will be entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on April 16, 2020, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. The notice will be sent to you by mail directly by us. As a stockholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting virtually, we urge you to vote on the Internet or by phone as instructed in the notice or by proxy by mail by requesting a paper copy of the proxy materials as instructed in the notice to ensure your vote is counted.

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

If, on April 16, 2020, your shares were held in an account at a brokerage firm, bank, or other agent, then you are the beneficial owner of shares held in “street name” and the notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the shares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares.

You are also invited to attend the annual meeting virtually. However, since you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

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WHAT AM I VOTING ON?

There are four matters scheduled for a vote:

• Proposal 1: To elect 10 directors named in the proxy statement with terms to expire at the 2021 Annual Meeting of Stockholders;

• Proposal 2: To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020;

• Proposal 3: To hold an advisory vote on the compensation paid to our named executive officers; and

• Proposal 4: To hold an advisory vote on the frequency of executive compensation votes as every year.

WHAT IS THE DICERNA BOARD’S VOTING RECOMMENDATION?

Our Board of Directors recommends that you vote your shares:

•“For” the election of all 10 director nominees;

• “For” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020;

•“For” the approval of the compensation paid to our named executive officers on an advisory basis; and

•“For” the recommendation on an advisory basis of the frequency of executive compensation votes as every year.

WILL OTHER MATTERS BE VOTED ON AT THE ANNUAL MEETING?

Aside from the election of directors, the ratification of the selection of our independent registered public accounting firm, the advisory vote on named executive officer compensation, and the advisory vote on the frequency of executive compensation votes, our Board of Directors knows of no matters to be presented at the annual meeting. If any other matter is properly brought before the annual meeting, shares represented by all proxies received by our Board of Directors will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.

HOW ARE PROXY MATERIALS DISTRIBUTED?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are sending the notice to our stockholders of record and beneficial owners as of April 16, 2020. Stockholders will have the ability to access the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 on the Internet at www.proxyvote.com or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the notice.

In addition, any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to stockholders and will reduce the impact of annual meetings on the environment. A stockholder who chooses to receive future proxy materials by email will receive an email prior to next year’s annual meeting with instructions containing a link to those materials and a link to the proxy voting website. A stockholder’s election to receive proxy materials by email will remain in effect until the stockholder terminates it.

HOW DO I VOTE?

You may vote “For” or “Against” or abstain from voting with respect to each nominee to the Board of Directors. For Proposals 2 and 3, you may vote “For” or “Against” or abstain from voting. For Proposal 4, you may vote for whether such frequency should be every one, two, or three years, or abstain from voting. The procedures for voting are:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record as of April 16, 2020, you may vote during the annual meeting by attending the annual meeting online and following the instructions posted at www.virtualshareholdermeeting.com/DRNA2020, by proxy over the Internet, or by phone by following the instructions provided in the notice, or, if you request printed copies of the proxy materials by mail, you may vote by mail. If your proxy is properly executed in time to be voted at the annual meeting, the shares represented by the proxy will be voted in accordance with the instructions you provide. Whether or not you plan to attend the annual meeting virtually, we urge

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you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting virtually and vote during the annual meeting if you have already voted by proxy.

1. To vote during the annual meeting, follow the instructions posted at www.virtualshareholdermeeting.com/DRNA2020. You will be asked to provide the 16-digit control number from the notice and follow the instructions.

2. To vote on the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 12‑digit control number from the notice and follow the instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 14, 2020 to be counted.

3. To vote by phone, request a paper or email copy of the proxy materials by following the instructions on the notice and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m., Eastern Time, on June 14, 2020 to be counted.

4. To vote by mail, request a paper copy of the proxy materials by following the instructions on the notice and complete, sign, and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

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

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice and voting instructions from that organization rather than from us. Simply follow the instructions to ensure that your vote is counted. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with the notice, or contact your broker, bank, or other agent.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

HOW DO I ATTEND THE VIRTUAL ANNUAL MEETING?

This year’s annual meeting will be held entirely online due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our partners, employees, and stockholders. Stockholders of record as of April 16, 2020 will be able to attend and participate in the annual meeting online by accessing www.virtualshareholdermeeting.com/DRNA2020. To join the annual meeting, you will need to have your 16-digit control number, which is included on your notice and your proxy card. Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.

Access to the Audio Webcast of the Annual Meeting

The live audio webcast of the annual meeting will begin promptly at 8:30 a.m. Eastern Time. Online access to the audio webcast will open approximately 30 minutes prior to the start of the annual meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

Log in Instructions

To attend the online annual meeting, log in at www.virtualshareholdermeeting.com/DRNA2020. Stockholders will need their 16-digit control number, which appears on the notice and the instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the meeting.

Submitting Questions at the Virtual Annual Meeting

As part of the annual meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting via the Q&A tool in accordance with the annual meeting’s Rules of Conduct that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

The annual meeting’s Rules of Conduct will be posted on www.virtualshareholdermeeting.com/DRNA2020 approximately two weeks prior to the date of the annual meeting.

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Annual Meeting Technical Assistance

Beginning 15 minutes prior to the start of and during the virtual annual meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

Availability of Live Webcast to Team Members and Other Constituents

The live audio webcast will be available to not only our stockholders but also our team members and other constituents.

HOW MANY VOTES DO I HAVE?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of the close of business on April 16, 2020.

WHAT IS THE QUORUM REQUIREMENT?

A quorum of stockholders is necessary to take any action at the meeting, other than to adjourn the meeting. The presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote will constitute a quorum. On April 16, 2020, there were 73,842,827 shares of common stock outstanding and entitled to vote.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote in person at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the annual meeting or a majority of the votes present at the annual meeting may adjourn the annual meeting to another date.

WHAT IF I RETURN A PROXY CARD BUT DO NOT MAKE SPECIFIC CHOICES?

If you are a stockholder of record and you return a proxy card without marking any voting selections, your shares will be voted:

1. Proposal 1: “For” election of all 10 nominees for director;

2. Proposal 2: “For” the ratification of the Audit Committee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020;

3. Proposal 3: To hold an advisory vote on the compensation paid to our named executive officers; and

4. Proposal 4: To hold an advisory vote on the frequency of executive compensation votes as every year.

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using that proxy’s best judgment.

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, your shares are held by your broker, bank, or other agent as your nominee, or in “street name,” and you will need to obtain a proxy form from the organization that holds your shares and follow the instructions included on that form regarding how to instruct the organization to vote your shares. If you do not give instructions to your broker, bank, or other agent, it can vote your shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of various national securities exchanges, and, in the absence of your voting instructions, your broker, bank, or other agent may vote your shares held in street name on such proposals. Non-discretionary items are proposals considered non-routine under the rules of various national securities exchanges, and, in the absence of your voting instructions, your broker, bank, or other agent may not vote your shares held in street name on such proposals and the shares will be treated as broker non-votes. Proposals 1, 3, and 4 are considered non-routine matters under the applicable rules. If you do not give your broker specific instructions, the broker may not vote your shares on Proposals 1, 3, and 4, and therefore there may be broker non-votes on Proposals 1, 3, and 4. Proposal 2 involves a matter we believe to be routine and thus if you do not give instructions to your broker, the broker may vote your shares in its discretion on Proposal 2 and therefore no broker non-votes are expected to exist in connection with Proposal 2.

HOW ARE VOTES COUNTED?

Votes will be counted by the inspector of election appointed for the annual meeting, who will count, with respect to Proposals 1, 2, and 3, “For” votes, “Against” votes, and abstentions, with respect to Proposal 4, “For” votes for each of the options with respect to the frequency of advisory votes on executive officer compensation and abstentions, and with respect to Proposals 1, 3, and 4, broker non-votes.

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WHO WILL SERVE AS INSPECTOR OF ELECTIONS?

A representative of Broadridge Financial Solutions, Inc. will serve as the inspector of elections.

HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL?

• For Proposal 1 electing 10 members of the Board of Directors, each director must receive a “For” vote from a majority of the votes cast during the virtual annual meeting and entitled to vote on the election of such director. A majority of votes cast shall mean that the number of shares voted “For” a director’s election exceeds fifty percent of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election.

• For Proposal 2 ratifying the Audit Committee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020, the proposal must receive a “For” vote from the majority of the votes cast either virtually or by proxy, with votes cast including votes “Against” and excluding abstentions.

• For Proposal 3, approving our executive compensation on an advisory basis, the proposal must receive a “For” vote from the majority of the votes cast either virtually or by proxy, with votes cast including votes “Against” and excluding abstentions.

• For Proposal 4, a plurality of votes cast is necessary for the approval of the advisory vote on the frequency of advisory votes on the compensation of our named executive officers. This means that the option that receives the most votes will be recommended by the stockholders to the Board of Directors.

WHO IS PAYING FOR THIS PROXY SOLICITATION?

We will pay for the entire cost of soliciting proxies. In addition to the notice and the proxy materials, our directors and employees may also solicit proxies virtually, by telephone, or by other means of communication. We will not pay our directors and employees any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding the notice and any other proxy materials to beneficial owners.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE?

If you receive more than one notice, your shares are registered in more than one name or are registered in different accounts. Please vote by proxy according to each notice to ensure that all of your shares are voted.

CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY?

Yes, you can revoke your proxy at any time before the final vote at the annual meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

1. A duly executed proxy card with a later date or time than the previously submitted proxy;

2. A written notice that you are revoking your proxy to our Secretary, care of Dicerna Pharmaceuticals, Inc., at 33 Hayden Avenue, Lexington, MA 02421; or

3. A later-dated vote on the Internet or by phone or a ballot cast online during the annual meeting (simply virtually attending the annual meeting will not, by itself, revoke your proxy).

If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your shares at the annual meeting, by attending the meeting virtually and voting during the meeting.

WHEN ARE STOCKHOLDER PROPOSALS DUE FOR NEXT YEAR’S ANNUAL MEETING?

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), some stockholder proposals may be eligible for inclusion in our 2021 proxy statement. Any such proposal must be submitted in writing by December 23, 2020, to our Secretary, care of Dicerna Pharmaceuticals, Inc., at 33 Hayden Avenue, Lexington, MA 02421. If we change the date of our 2021 annual meeting by more than thirty days from the date of the previous year’s annual meeting, the deadline shall be a reasonable time before we begin to print and send our proxy materials. Stockholders interested in submitting such a proposal are advised to contact knowledgeable counsel with regard to the detailed requirements of the applicable securities laws and our bylaws. The submission of a stockholder proposal does not guarantee that it will be included in our proxy statement.

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Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that if you wish to submit a proposal that is not to be included in next year’s proxy statement or nominate a director, a timely written notice of a stockholder proposal must be delivered to, or mailed and received by our Secretary, care of Dicerna Pharmaceuticals, Inc., at 33 Hayden Avenue, Lexington, MA 02421, no earlier than February 15, 2021 and no later than the close of business on March 17, 2021, which notice must contain the information specified in our bylaws. If we change the date of our 2021 Annual Meeting of Stockholders by more than thirty days before, or more than sixty days after, the one- year anniversary of the 2020 Annual Meeting of Stockholders, then the written notice of a stockholder proposal that is not intended to be included in our proxy statement must be delivered, or mailed and received, not later than the ninetieth day prior to our 2021 Annual Meeting of Stockholders or, if later, the tenth day following the day on which certain public disclosure as described in our bylaws of the meeting date is made. The public announcement of an adjournment or postponement of the 2021 annual meeting does not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this proxy statement. You are advised to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominees.

WHAT IS “HOUSEHOLDING” AND HOW DOES IT AFFECT ME?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address may receive only one copy of the notice, unless one or more of these stockholders notifies us that they wish to receive individual copies of the notice and, if requested, other proxy materials. This process potentially means extra convenience for stockholders and cost savings for companies.

If you are a beneficial owner of our common stock, once you receive notice from your broker, bank, or other agent that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate notices or other proxy materials, please notify your broker, bank, or other agent, direct your written request to Dicerna Pharmaceuticals, Inc., Secretary, at 33 Hayden Avenue, Lexington, MA 02421, or contact our Secretary at (617) 621-8097. Stockholders who currently receive multiple copies of the notice or other proxy materials at their address and would like to request householding of their communications should contact their broker, bank, or other agent.

HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING?

Preliminary voting results will be announced at the annual meeting. Final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the annual meeting. If final voting results are not available to us within four business days following the annual meeting, we will file a Current Report on Form 8-K to publish preliminary results and will file an additional Current Report on Form 8‑K to publish the final voting results within four business days of such final voting results being made available to us.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board of Directors currently consists of 10 directors. All of our current directors have been nominated for reelection at the annual meeting. Any vacancies on our Board of Directors resulting from death, resignation, disqualification, removal, or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected to fill a vacancy shall hold office for the remainder of the unexpired term in which the vacancy occurred or newly created directorship was created and until such director’s successor shall have been elected and qualified.

Directors are elected by a majority of the votes cast at the annual meeting and entitled to vote on the election of directors. A majority of votes cast shall mean that the number of shares voted “For” a director’s election exceeds fifty percent of the number of votes cast with respect to that director’s election, with votes cast including votes “Against” in each case and excluding abstentions and broker non-votes with respect to that director’s election. Shares represented by executed proxies will be voted for the election of the 10 nominees named below, unless the “Against” or “Abstain” voting selection has been marked on the proxy card.

If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would otherwise be voted for such nominee will be voted for the election of a substitute nominee proposed by the Nominating and Corporate Governance Committee and nominated by the Board of Directors. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve. If elected at the annual meeting, each of the nominees will serve until the 2021 Annual Meeting of Stockholders and until such individual’s successor is elected and qualified or, if sooner, until such individual’s death, resignation, or removal.

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee that led the Nominating and Corporate Governance Committee of the Board of Directors to recommend that person as a nominee for director as of the date of this proxy statement.

Name	Position	Age
Douglas M. Fambrough, III, Ph.D.	President, Chief Executive Officer and Director	51
J. Kevin Buchi	Chairman	64
Stephen Doberstein, Ph.D.	Director	61
Martin Freed, M.D.	Director	59
Patrick Gray	Director	71
Stephen J. Hoffman, M.D., Ph.D.	Director	66
Adam M. Koppel, M.D., Ph.D.	Director	50
Marc Kozin	Director	58
Anna Protopapas	Director	55
Cynthia Smith	Director	51

Douglas M. Fambrough, III, Ph.D.

Douglas M. Fambrough, III, Ph.D. has served as a member of our Board of Directors since April 2007 and as our President and Chief Executive Officer since May 2010. From 2000 to May 2010, Dr. Fambrough held various positions at Oxford Bioscience Partners, a life science venture capital firm, most recently as a general partner. During his years at Oxford Bioscience Partners, he specialized in financing innovative life science technology companies, including the Company, Sirna Therapeutics, Inc. (acquired by Merck & Co., Inc.), Solexa, Inc. (acquired by Illumina, Inc.), and Xencor, Inc. (NASDAQ: XNCR), and served as a director of each of these companies. Dr. Fambrough has also served as a Trustee of Boston Biomedical Research Institute, a not-for-profit organization. Before joining Oxford Bioscience Partners, he was a genomic scientist at the Whitehead/MIT Center for Genome Research (now known as the Broad Institute). Dr. Fambrough graduated from Cornell University and obtained his Ph.D. in genetics at the University of California, Berkeley. The Nominating and Corporate Governance Committee believes that Dr. Fambrough’s experience serving as our President and Chief Executive Officer and as a member of our Board of Directors, combined with his experience in the venture capital industry and biotechnology research and development, provide him with the qualifications and skills to serve as a member of our Board of Directors.

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J. Kevin Buchi

J. Kevin Buchi has served as a member of our Board of Directors since August 2018 and was appointed Chairman of our Board of Directors in January 2019. Mr. Buchi served as CEO and a director of Biospecifics Technologies Corp. (NASDAQ: BSTC) from October 2019 until April 2020. Mr. Buchi served as Impax Laboratories, LLC’s Interim President and Chief Executive Officer from December 2016 until March 2017 and as member of the Impax Board of Directors from November 2016 until the completion of the combination of Impax and Amneal Pharmaceuticals (NYSE: AMRX). Mr. Buchi served as President and Chief Executive Officer of TetraLogic Pharmaceuticals (formerly NASDAQ: TLOG) from August 2013 to December 2016. Before TetraLogic, he served as Corporate Vice President of Global Branded Products at Teva Pharmaceutical Industries Limited (NYSE: TEVA) from 2011 to May 2012. Mr. Buchi was Chief Executive Officer of Cephalon, Inc. (formerly NASDAQ: CEPH), which was acquired by Teva Pharmaceutical Industries Limited in October 2011. In addition, Mr. Buchi currently serves as a director of Amneal Pharmaceuticals Inc. (NYSE: AMRX) and Benitec Biopharma Ltd. (NASDAQ: BNTC). Mr. Buchi previously served on the Board of Directors of EPIRUS Biopharmaceuticals, Inc. (formerly NASDAQ: EPRS) from June 2013 to July 2016, Alexza Pharmaceuticals, Inc. (formerly NASDAQ: ALXA) from January 2013 to June 2016, Forward Pharma A/S (NASDAQ: FWP) from December 2012 to May 2016, and Stemline Therapeutics, Inc. (NASDAQ: STML) from March 2012 to May 2016. Mr. Buchi received his B.A. degree in Chemistry from Cornell University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management, Northwestern University. The Nominating and Corporate Governance Committee believes that Mr. Buchi’s scientific and business expertise, including his diversified background as an executive officer and director in biopharmaceutical companies, provide him with the qualifications and skills to serve as a member of our Board of Directors.

Steven Doberstein, Ph.D.

Steven Doberstein, Ph.D. served as the Senior Vice President, Research and Chief Scientific Officer of Nektar Therapeutics, Inc. (“Nektar Therapeutics”), a publicly-traded biotechnology company, from January 2010 to November 2017, and as Senior Vice President of R&D and Chief Research and Development Officer from November 2017 to October 2019. Dr. Doberstein has been serving as Chief Scientific Fellow and a lead scientific advisor to Nektar Therapeutics since October 2019. From October 2008 through December 2009, Dr. Doberstein served as Vice President of Research at XOMA (US) LLC (NASDAQ: XOMA), a publicly-traded company. From July 2004 until October 2008, he served as Vice President of Research at Five Prime Therapeutics, Inc., a clinical-stage biotechnology company. From September 2001 until July 2004, Dr. Doberstein was Vice President of Research at Xencor, Inc., a clinical-stage biotechnology company. From 1997 to 2001, he held various pharmaceutical research positions at Exelixis, Inc. (“Exelixis”). Prior to working at Exelixis, Dr. Doberstein was a Howard Hughes Doctoral Fellow and a Muscular Dystrophy Association Fellow and Senior Postdoctoral Fellow. Dr. Doberstein received his Ph.D. in Biochemistry, Cell and Molecular Biology from the Johns Hopkins University School of Medicine and received a B.S. in Chemical Engineering from the University of Delaware. The Nominating and Corporate Governance Committee believes that Dr. Doberstein’s scientific and business expertise, including his diversified background as an executive officer and researcher at biopharmaceutical companies, provide him with the qualifications and skills to serve as a member of our Board of Directors.

Martin Freed, M.D.

Martin Freed, M.D. has served as a member of our Board of Directors since June 2016. Dr. Freed has served as an independent consultant to several private pharmaceutical, biotechnology, and healthcare companies, specializing in clinical and general pharmaceutical development and clinical and regulatory strategy since February 2015. He co-founded and served as Chief Medical Officer of Civitas Therapeutics, Inc., from December 2010 to October 2014 (acquired by Acorda Therapeutics, Inc. (“Acorda”)), and as Senior Vice President, Clinical Development of Acorda from October 2014 through January 2015. In addition, Dr. Freed has served as Chief Medical Officer and has provided strategic and operational planning and execution, as well as medical leadership for clinical pharmacology and development strategy and preclinical development for multiple pharmaceutical companies throughout his career. These companies include Avila Therapeutics, Inc., Taligen Therapeutics, Adnexus Therapeutics, Inc. (acquired by Bristol-Myers Squibb), and Vitae Pharmaceuticals, Inc. Dr. Freed spent nearly 14 years at GlaxoSmithKline and its predecessor, SmithKline Beecham Pharmaceuticals, where he served numerous roles including Vice President, Clinical Development and Medical Affairs in the metabolism therapeutic area. Dr. Freed currently serves as an independent director for Solid Biosciences Inc. and Sojournix, Inc., and previously served as an independent director of InteKrin Therapeutics Inc. from 2007 to 2010. He has authored over 100 publications or presentations. Dr. Freed has been Board Certified in Internal Medicine, Nephrology and Clinical Pharmacology. He performed his internal medicine residency at Temple University Hospital and nephrology fellowship at Yale-New Haven Hospital. A Fellow of the American College of Physicians, Dr. Freed received his B.S. with distinction in Biology from the University of Delaware and M.D. from Pennsylvania State University’s College of Medicine. The Nominating and Corporate Governance Committee believes that Dr. Freed’s scientific and business experience, including his diversified background as an executive officer and director of a number of pharmaceutical companies, provide him with the qualifications and skills to serve as a member of our Board of Directors.

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Patrick Gray

Patrick Gray has served as a member of our Board of Directors since September 2019. Mr. Gray currently serves as a member of the Board of Directors and as Chairperson of the Audit Committee of Tmunity Therapeutics, Inc. Mr. Gray previously served as a member of the Board of Directors and as the Chairperson of the Audit Committee of Civitas Solutions, Inc., from September 2014 to March 2019, Sancilio Pharmaceuticals Company, Inc., from February 2012 through August 2018, and Datto, Inc., from May 2015 through December 2017. Mr. Gray spent over 37 years with PricewaterhouseCoopers LLP (“PwC”) until his retirement in 2009. Mr. Gray is a Certified Public Accountant who spent 25 years as an Audit Partner at PwC. At the time of his retirement, he served as the lead partner for the PwC U.S. firm Corporate Governance Group. Prior to that time, Mr. Gray held various other leadership positions within the firm, including leadership of the Price Waterhouse U.S. High Technology Group. Mr. Gray holds a B.S. in Economics from The Wharton School, University of Pennsylvania. The Nominating and Corporate Governance Committee believes that Mr. Gray’s accounting and financial reporting experience in companies in the industry in which we operate provide him with the qualifications and skills to serve as a member of our Board of Directors.

Stephen J. Hoffman, M.D., Ph.D.

Stephen J. Hoffman, M.D., Ph.D. has served as a member of our Board of Directors since November 2007. Dr. Hoffman also currently serves on the Board of Directors of AcelRx Pharmaceuticals, Inc. (NASDAQ: ACRX), Palleon Pharmaceuticals Inc., and Danforth Advisors. Dr. Hoffman served as Chief Executive Officer and director of Aerpio Pharmaceuticals, Inc. (NASDAQ: ARPO) from December 2017 until October 2019. Prior to that, he served as a senior advisor to PDL BioPharma, Inc. from February 2014 until November 2017. Previously he was a managing director at Skyline Ventures, a venture capital firm, from May 2007 until February 2014. From January 2003 to March 2007, Dr. Hoffman was a general partner at TVM Capital, a venture capital firm. From 1994 to 2002, he served as President, Chief Executive Officer and a member of the Board of Directors of Allos Therapeutics, Inc., a biopharmaceutical company, where he remained as Chairman of the Board of Directors until it was acquired by Spectrum Pharmaceuticals, Inc. in September 2012. From 1990 to 1994, Dr. Hoffman completed a fellowship in clinical oncology and a residency/fellowship in dermatology, both at the University of Colorado. Dr. Hoffman was the scientific founder of Somatogen Inc., a biotechnology company that was acquired by Baxter International, Inc. in 1998, where he held the position of Vice President of Science and Technology from 1987 until 1990. Previously, Dr. Hoffman also served on the Boards of Directors of Genocea Biosciences, Inc. (NASDAQ: GNCA), which he resigned from effective April 11, 2017, and Sirtris Pharmaceuticals, Inc., a pharmaceutical company that was acquired by GlaxoSmithKline (NYSE: GSK) in 2008. Dr. Hoffman holds a Ph.D. in bio-organic chemistry from Northwestern University and an M.D. from the University of Colorado School of Medicine. The Nominating and Corporate Governance Committee believes that Dr. Hoffman’s scientific and business experience, including his diversified background as an executive officer, director, and venture capital investor in biopharmaceutical companies, provide him with the qualifications and skills to serve as a member of our Board of Directors.

Adam M. Koppel, M.D., Ph.D.

Adam M. Koppel, M.D., Ph.D. joined our Board of Directors in April 2017. Dr. Koppel rejoined Bain Capital in 2016 as a managing director of Bain Capital Life Sciences. He initially joined Bain Capital Public Equity in 2003 where he was a leader within the healthcare sector until mid-2014. During the period mid-2014 to mid-2016, Dr. Koppel worked at Biogen, Inc. (NASDAQ: BIIB) where he served as Executive Vice President of Corporate Development and Chief Strategy Officer. Prior to joining Bain Capital in 2003, Dr. Koppel was an Associate Principal at McKinsey & Co. in New Jersey, where he served a variety of healthcare companies. Dr. Koppel received an M.D. and Ph.D. in neuroscience from the University of Pennsylvania School of Medicine. He also received an M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. He graduated magna cum laude from Harvard University with an A.B. and A.M. in history and science. Dr. Koppel currently serves on the Board of Directors of Aptinyx Inc. (NASDAQ: APTX) and Solid Biosciences Inc. (NASDAQ: SLDB), and he previously served as a director of Trevena, Inc. (NASDAQ: TRVN) from September 2014 until October 2018 and PTC Therapeutics, Inc. from March 2013 until June 2017. The Nominating and Corporate Governance Committee believes that Dr. Koppel’s background as an executive officer, director, and venture capital investor in biopharmaceutical companies, as well as his scientific and medical background, provide him with the qualifications and skills to serve as a member of our Board of Directors.

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Marc Kozin

Marc Kozin has served as a member of our Board of Directors since January 2019. Mr. Kozin is a professional board member. Previously Mr. Kozin was a career strategy consultant, having served as President of L.E.K. Consulting’s North American practice from 1997 until 2012 and as Senior Advisor from January 2012 to December 2018. Mr. Kozin serves on the Boards of Directors of UFP Technologies, Inc. (NASDAQ: UFPT), HealthCare Royalty Partners, and The Greenlight Fund. Mr. Kozin previously served on the Boards of Directors of CrunchTime! Information Systems, Inc. from 2002 to 2013, Dyax Corp. from January 2012 until January 2016, Frequency Therapeutics, Inc. from 2016 to 2018, OvaScience, Inc. from January 2014 until December 2018, and Endocyte, Inc. from July 2012 until its acquisition by Novartis International AG (NYSE: NVS) in December 2018. Mr. Kozin previously served on the Board of Directors of DukeEngage from 2011 to 2017. Mr. Kozin received his B.A. with distinction, magna cum laude, in Economics from Duke University. He was also awarded an M.B.A. with distinction from The Wharton School, University of Pennsylvania. The Nominating and Corporate Governance Committee believes that Kozin’s substantial experience serving as a board member to biopharmaceutical companies, as well as his business background, provide him with the qualifications and skills to serve as a member of our Board of Directors.

Anna Protopapas

Anna Protopapas has served as a member of our Board of Directors since January 2019. Ms. Protopapas is President and Chief Executive Officer of Mersana Therapeutics, Inc. (NASDAQ: MRSN), a clinical stage antibody drug conjugate company, which she joined in March 2015. Prior to Mersana, Ms. Protopapas was president of Millennium Pharmaceuticals from April 2013 to October 2014, where she led Takeda Pharmaceutical Company Ltd (OTCMKTS: TKPHF)’s oncology business. Ms. Protopapas also served as the Executive Vice President of Global Business Development for Takeda Pharmaceuticals from October 2010 to October 2014, where she oversaw global acquisitions, partnering, licensing, and venture investing. Ms. Protopapas was a member of Takeda’s executive committee and was elected a corporate officer in 2011. Earlier, Ms. Protopapas was a corporate officer of Millennium Pharmaceuticals and served in various senior leadership positions. Ms. Protopapas served on the Board of Directors of Ariad Pharmaceuticals, Inc. from May 2015 to February 2017 when it was sold to Takeda and on the Board of Directors of Bioverativ Inc. from January 2017 to January 2018 when it was sold to Sanofi S.A. (NASDAQ: SNY). She earned her Bachelor’s degree in science and engineering from Princeton University, a Master’s degree in chemical engineering practice from the Massachusetts Institute of Technology, and an M.B.A. from Stanford Graduate School of Business. The Nominating and Corporate Governance Committee believes that Ms. Protopapas’ positions as Chief Executive Officer, as President of two leading pharmaceutical companies, and her diversified experience in key roles in the pharmaceutical industry provide her with the qualifications and skills to serve as a member of our Board of Directors.

Cynthia Smith

Cynthia Smith has served as a member of our Board of Directors since August 2018. Ms. Smith most recently served as Chief Commercial Officer and a member of the executive team of ZNS Pharma (NASDAQ: ZSPH), acquired by AstraZeneca (NYSE: AZN) in 2015 for approximately $2.7 billion, a position she held from June 2013 to December 2016. Prior to joining ZS Pharma, Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc. Ms. Smith was employed at Affymax from October 2008 to March 2013. She held various leadership positions at Merck (NYSE: MRK) from June 2000 to October 2008. She previously served on the Board of Directors of Nivalis Therapeutics (NASDAQ: NVLS) from October 2016 to July 2017.Ms. Smith earned her Bachelor’s degree in communications from the University of North Carolina, a Master’s degree in public policy from Rutgers University, and an M.B.A. from The Wharton School, University of Pennsylvania. The Nominating and Corporate Governance Committee believes that Ms. Smith’s scientific and business experience, including her position as an executive officer of a biopharmaceutical company and key positions at a large global pharmaceutical company, provide her with the qualifications and skills to serve as a member of our Board of Directors.

Vote Required

For this proposal, each director nominee must receive the affirmative vote of the majority of shares properly cast with respect to his or her election. Abstentions and broker non-votes will have no effect on Proposal 1.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

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PROPOSAL 2:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and has further directed that management submit the selection of our independent registered public accounting firm for ratification by the stockholders at the annual meeting. Deloitte & Touche LLP has been engaged by us since May 2009 to audit our financial statements since our inception in October 2006. Representatives of Deloitte & Touche LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may 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 and our stockholders’ best interests.

Vote Required

The affirmative vote of the holders of a majority of the votes cast either virtually during the annual meeting or represented by proxy at the annual meeting will be required to ratify the selection of Deloitte & Touche LLP for our fiscal year ending December 31, 2020. Abstentions will not be counted as votes cast on this proposal. No broker non-votes are expected to exist in connection with this proposal.

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND A VOTE “FOR” PROPOSAL 2.

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PROPOSAL 3:

ADVISORY VOTE ON NAMED EXECUTIVE COMPENSATION

Our Board of Directors is committed to excellence in governance. As part of this commitment, and as required by Section 14A(a)(1) of the Exchange Act, our Board of Directors is providing our stockholders with an opportunity to cast a non-binding advisory vote on the compensation of our named executive officers.

As described below under “Executive Compensation – Compensation Discussion & Analysis,” we have developed a compensation program that is designed to attract and retain key executives responsible for our success and motivate management to enhance long-term stockholder value. The executive compensation program is designed to reward short-term and long-term performance and to align the financial interests of our executive officers with the interests of our stockholders. We believe our executive compensation program strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

We are asking for stockholder approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, which includes the disclosures in the “Executive Compensation” and “Compensation Discussion & Analysis” sections, the compensation tables, and the narrative discussion following the compensation tables in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. For the reasons discussed above, our Board of Directors unanimously recommends that our stockholders vote in favor of the following resolution:

“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, Summary Compensation Table, and the other compensation-related tables and disclosure.”

As this vote is advisory, it will not be binding upon our Board of Directors or the Compensation Committee, and neither our Board of Directors nor the Compensation Committee will be required to take any action as a result of the outcome of this vote. However, the Board of Directors and the Compensation Committee value the opinion of our stockholders, and the Compensation Committee will carefully consider the outcome of this vote when evaluating our executive compensation policies and practices and making future compensation decisions.

Vote Required

For approval, this proposal must receive the affirmative vote of the majority of shares properly cast on the proposal. Abstentions and broker non-votes will have no effect on Proposal 3.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY RESOLUTION APPROVING OUR NAMED EXECUTIVE OFFICER COMPENSATION.

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PROPOSAL 4:

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

As part of our Board of Directors’ commitment to excellence in corporate governance, and as required by the Section 14A(a)(2) of the Exchange Act, our Board of Directors is providing our stockholders with an opportunity to cast a non-binding advisory vote on how frequently they would like to vote on future advisory resolutions to approve the compensation of our named executive officers.

Consistent with our compensation philosophy, our executive compensation program promotes both short-term and long-term incentives, especially given the long timelines and risks inherent in our business of pharmaceutical research and development.

After careful consideration, our Board of Directors has determined that holding a vote on an advisory resolution to approve the compensation of our named executive officers every one (1) year is in the best interest of our stockholders. For the reason below, the Board of Directors believes that, of the three choices, submitting a non-binding, advisory say-on-pay resolution to stockholders every year is the most appropriate choice. We believe that say-on-pay votes should be conducted every year so that stockholders may annually express their views on our executive compensation program, and accordingly, the Board of Directors recommends that this vote be held every year. It should be noted, however, that stockholders are not voting to approve or disapprove the Board of Directors’ recommendation on this matter. The Compensation Committee, which administers our executive compensation program, values the opinions expressed by stockholders in these votes and will continue to consider the outcome of these votes in making its decisions on executive compensation.

For the reason discussed above, our Board of Directors recommends that stockholders vote to hold the advisory vote on named executive officer compensation every one (1) year. Stockholders are not voting, however, to approve or disapprove of this particular recommendation. The proxy card provides for four choices and stockholders are entitled to vote on whether the advisory vote on named executive officer compensation should be held every one, two, or three years, or to abstain from voting.

As this vote is advisory, it will not be binding upon our Board of Directors, and our Board of Directors may decide that it is in the best interest of our stockholders to hold an advisory vote on named executive officer compensation more or less frequently than the frequency receiving the most votes cast by our stockholders. However, our Board of Directors will carefully consider the outcome of this vote when considering the frequency of future advisory votes on named executive officer compensation.

Vote Required

A plurality of votes cast is necessary for the approval of the advisory vote on the frequency of advisory votes on the compensation of our named executive officers. This means that the option that receives the most votes will be recommended by the stockholders to the Board of Directors. Abstentions and broker non-votes will have no effect on Proposal 4.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR HOLDING THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION “EVERY ONE YEAR.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of March 31, 2020, by: (i) all those known by us to be beneficial owners of more than five percent of our common stock; (ii) each nominee for director; (iii) each of our named executive officers (“NEOs”); and (iv) all of our executive officers and directors as a group.

	Beneficial Ownership (1)
Beneficial Owner	Number of Shares	Percent of Total
5% Stockholders:
RTW Investments, LP (2)	5,874,229	8.0	%
Eli Lilly and Company (3)	5,414,185	7.3	%
BlackRock, Inc. (4)	4,433,090	6.0	%
Bain Capital Life Sciences Fund, L.P. and BCIP Life Sciences Associates, LP (5)	4,080,237	5.5	%
Named Executive Officers and Directors:
Douglas M. Fambrough, III, Ph.D. (6)	1,942,115	2.6	%
J. Kevin Buchi (7)	47,495	*
Stephen Doberstein, Ph.D.	—	*
Martin Freed, M.D. (8)	97,916	*
Patrick Gray	—	*
Stephen J. Hoffman, M.D. Ph.D. (9)	142,916	*
Adam M. Koppel, M.D., Ph.D. (10)	4,178,153	5.7	%
Marc Kozin (11)	38,325	*
Anna Protopapas (12)	33,325	*
Cynthia Smith (13)	37,494	*
John B. Green (14)	381,784	*
Bob D. Brown, Ph.D. (15)	720,071	1.0	%
Robert Ciappenelli (16)	7,083	*
Ralf Rosskamp, M.D. (17)	266,806	*
All executive officers and directors as a group (15 persons) (18)	8,346,118	11.3	%

_______________

* Denotes ownership percentage of less than one percent.

(1) This table is based upon information supplied by officers, directors, and principal stockholders and Forms 3, Forms 4, and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in the table has sole voting and dispositive power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 73,779,069 shares outstanding on March 31, 2020, adjusted as required by rules promulgated by the SEC. Unless otherwise set forth below, the address of each beneficial owner is 33 Hayden Avenue, Lexington, MA 02421.

(2) Based solely on the Schedule 13G/A No. 5 filed jointly with the SEC on February 14, 2020 by RTW Investments, LP, a Delaware limited partnership (“the Adviser”), RTW Master Fund, Ltd., organized under the laws of the Cayman Islands, and Roderick Wong with respect to holdings as of December 31, 2019 (“RTW SC 13G/A”). Consists of 5,874,229 shares of our common stock held by RTW Master Fund Ltd. and one or more other funds (together the “Funds”) managed by the Adviser. The Adviser in its capacity as the investment manager of the Funds, has the power to vote and the power to direct the disposition of all shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate 5,874,229 shares. Roderick Wong is the Managing Partner of the Adviser. The RTW SC 13G/A stated that the report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported therein for purposes of Section 13 of the Exchange Act, as amended, or for any other purpose. Each of the reporting persons therein disclaims beneficial ownership of the shares of our common stock reported therein except to the extent of the reporting person’s pecuniary interest therein. The address of the principal place of business of the Adviser and Roderick Wong is RTW Investments, L.P., 412 West 15th Street, Floor 9, New York, New York 10011. The address and principal place of RTW Master Fund Ltd. is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, GeorgeTown, Grand Cayman KY1-9001, Cayman Islands.

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(3) Based solely on the Schedule 13D filed with the SEC on December 20, 2018 by Eli Lilly and Company, an Indiana corporation (“Eli Lilly”). All 5,414,185 shares of our common stock held directly by Eli Lilly. Eli Lilly has the sole power to dispose or direct the disposition of, and the sole power to vote, all of such shares. The address of Eli Lilly is Lilly Corporate Center, Indianapolis, Indiana 46285.

(4) Based solely on the Schedule 13G/A No. 1 filed with the SEC on February 5, 2020 by BlackRock, Inc., (“BlackRock”) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) of the Exchange Act, which states that BlackRock and its affiliates listed therein have sole dispositive power over 4,433,090 shares of our common stock and sole voting power over 4,346,824 shares of our common stock. All shares covered by such filing are held by BlackRock and/or its subsidiaries. The address is BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(5) Based on the Schedule 13D/A No. 5 filed jointly with the SEC on December 6, 2019 by Bain Capital Life Sciences Fund, L.P., a Cayman exempted limited partnership (“BC LS”), and BCIP Life Sciences Associates, LP, a Delaware limited partnership (“BCIP LS” and, together with BC LS, the “Bain Entities”). Consists of 3,690,803 shares of our common stock held by BC LS and 389,434 shares of our common stock held by BCIP LS. BCI LS, whose managers are Jeffrey Schwartz and Adam Koppel, is the general partner of Bain Capital Life Sciences Partners, LP, a Cayman exempted limited partnership (“BC LS P”), which is the general partner of BC LS. Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston”), is the general partner of BCIP LS. BCI LS governs the investment strategy and decision-making process with respect to investments held by BCIP LS. As a result, each of BCI LS, Mr. Schwartz and Dr. Koppel may be deemed to share voting and dispositive power with respect to the securities held by the Bain Entities. The principal business address of each of the Bain Entities, BCI LS, Mr. Schwartz, and Dr. Koppel is 200 Clarendon Street, Boston, MA 02116.

(6) Consists of (a) 12,300 shares of our common stock, (b) 1,529,815 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2020, (c) 200,000 shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2020 and held by an irrevocable trust for Dr. Fambrough’s minor child A (“Child A Trust”) for which Dr. Fambrough’s spouse serves as trustee, and (d) 200,000 shares of common stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2020 and held by an irrevocable trust for Dr. Fambrough’s minor child B (“Child B Trust”) for which Dr. Fambrough’s spouse serves as trustee. Dr. Fambrough disclaims beneficial ownership of the securities held by the Child A Trust and Child B Trust except to the extent of his proportionate pecuniary interest therein, if any.

(7) Consists of 47,495 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2020.

(8) Consists of 97,916 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2020.

(9) Consists of 142,916 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2020.

(10) Consists of shares of our common stock held by the Bain Entities as described in footnote (5) above, and 97,916 shares of our common stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2020. Dr. Koppel is the general partner BC LS P and as a result, by virtue of the relationships described in footnote (5) above, may be deemed to share voting and dispositive power with respect to the securities held by the Bain Entities.

(11) Consists of 5,000 shares of our common stock held by Marc D. Kozin Revocable Trust and 33,325 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2020.

(12) Consists of 33,325 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2020.

(13) Consists of 37,494 shares of common stock issuable upon exercise of stock options within 60 days of March 31, 2020.

(14) Consists of (a) 19,421 shares of common stock, including shares acquired under the Company’s 2014 Employee Stock Purchase Plan (“2014 ESPP”) and (b) 362,363 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2020.

(15) Consists of (a) 5,000 shares of common stock and (b) 715,071 shares of common stock issuable upon exercise of options exercisable within 60 days of March 31, 2020.

(16) Consists 7,083 shares of common stock issuable upon exercise of options exercisable with 60 days of March 31, 2020.

(17) Consists of (a) 3,745 shares of common stock, including shares acquired under the Company’s 2014 ESPP, and (b) 263,061 shares of common stock issuable upon exercise of options exercisable with 60 days of March 31, 2020.

(18) Consists of (a) 4,147,563 shares of common stock held by our directors (and entities affiliated with certain of our directors) and executive officers and (b) 4,198,555 shares of common stock issuable upon exercise of stock options that are exercisable within 60 days of March 31, 2020 held by our directors and executive officers.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Party Transactions

We have adopted a written related party transactions policy which sets forth the policies and procedures for the review and approval or ratification of related party transactions. The policy covers, with certain exceptions set forth in Item 404 of Regulation S‑K promulgated under the Exchange Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and a related party had, has, or will have a direct or indirect material interest, including indebtedness, guarantees of indebtedness, and employment by us of a related party.

A related party transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee of our Board of Directors (the “Board”) or the Chairperson of the Audit Committee in accordance with the standards set forth in the policy after full disclosure of the related party’s interests in the transaction. As appropriate for the circumstances, the Audit Committee or the Chairperson of the Audit Committee, as applicable, shall review and consider:

• the related party’s interest in the transaction;

• the approximate dollar value of the amount involved in the related party transaction;

• the approximate dollar value of the amount of the related party’s interest in the transaction without regard to the amount of any profit or loss;

• whether the transaction was undertaken in our ordinary course of business;

• whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;

• the purpose and the potential benefits of the related party transaction to us;

• required public disclosure, if any; and

• any other information regarding the related party transaction in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Related Party Transactions

There were no related party transactions during the fiscal years ended December 31, 2019 and 2018, which are defined as a transaction or series of transactions to which we were a party or will be a party, in which (i) the amounts involved exceeded or will exceed $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers, holders of more than five percent of our common stock or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described where required in the sections titled “Director Compensation” and “Executive Compensation,” respectively, in this proxy statement.

Indemnification of Directors and Officers

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director (and in certain cases their affiliated venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines, and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Meetings of the Board of Directors

The Board met nine times during the fiscal year ended December 31, 2019. Each member of the Board attended at least 75 percent of the aggregate number of meetings of our Board, and of the committees on which such individual served, held during the period of the last fiscal year for which such individual was a director or committee member, respectively. Eight of our current members of our Board attended our 2019 annual meeting of stockholders.

Corporate Governance Guidelines

Our Board has documented our governance practices in our corporate governance guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth certain practices the Board will follow with respect to Board composition, Board committees, Board nomination, director qualifications, and evaluation of the Board and committees. The corporate governance guidelines and the charter for each committee of the Board may be viewed at www.dicerna.com.

Board Leadership Structure

The positions of Chief Executive Officer and Chairperson of the Board are currently held by Douglas M. Fambrough, III, Ph.D. and J. Kevin Buchi, respectively. The Board believes at this time having a separate Chairperson provides a more effective channel for the Board to express its views on management, by enhancing the Board’s oversight of, and independence from, management, and allows the Chief Executive Officer to focus more on the strategy and operations of our Company.

Risk Oversight

The Board monitors and assesses key business risks directly through deliberations of the Board and also by way of delegation of certain risk oversight functions to be performed by committees of the Board. The Board regularly reviews and assesses, among other matters, the following important areas that present both opportunities and risks to the Company’s business:

• review and approval of the Company’s annual operating and capital spending plan and review of management’s updates as to the progress against the plan and any related risks and uncertainties;

• periodic consideration of the balance of risks and opportunities presented by the Company’s medium- to long-term strategic plan and the potential implications of success and failure in one or more of the Company’s key drug development programs;

• regular consideration of the risks and uncertainties presented by alternative clinical development strategies;

• regular review of the progress and results of the Company’s clinical development programs and early research efforts, including, without limitation, the strengths, weaknesses, opportunities, and threats for these programs;

• periodic review and oversight of any material outstanding litigation or threatened litigation;

• review and oversight of the Company’s pre-commercialization efforts and programs;

• review and approval of material collaboration partnerships for the further development and commercial evolution of the Company’s proprietary drug development programs and technologies;

• regular review and approval of the annual corporate goals and an assessment of the Company’s level of achievement against these established goals;

• regular review of the Company’s financial position relative to the risks and opportunities for the Company’s business;

• periodic review of the Company’s intellectual property estate;

• review and assessment of succession planning and performance concerns for the Section 16 officers; and

• periodic review of the Company’s compensation programs.

The discussion above of risk oversight matters reviewed by the Board is intended to be illustrative only and not a complete list of all important matters reviewed and considered by the Board in providing oversight and direction for the Company’s senior management and business.

The risk oversight function of the Board is also administered through various Board committees. The Audit Committee oversees the management of financial and accounting matters, internal controls, disclosure controls, and the engagement arrangement

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and regular oversight of the independent auditors. The Audit Committee also periodically reviews the Company’s investment policy for its cash reserves and fraud monitoring practices and procedures, including the maintenance and monitoring of a whistleblower hotline.

The Compensation Committee is responsible for the design and oversight of the Company’s compensation programs. The Compensation Committee also regularly reviews and reports to the Board on succession planning for the Chief Executive Officer and certain other select senior management positions.

The Nominating and Corporate Governance Committee periodically reviews the Company’s corporate governance practices, including certain risks that those practices are intended to address. The Nominating and Corporate Governance Committee periodically reviews the composition of the Board to help ensure that a diversity of skills and experiences is represented by the members of the Board taking into account the stage of growth of the Company and its strategic direction.

In carrying out their risk oversight functions, the Board and its committees routinely request and review management updates, reports from the independent auditors, and legal and regulatory advice from outside experts, as appropriate, to assist in discerning and managing important risks that may be faced by the Company. The Board is committed to continuing to ensure and evolve its risk oversight practices as appropriate given the stage of the Company’s evolution as a drug development company and the fast-paced changes in the biopharmaceutical industry.

Independence of the Board of Directors

Under the rules of NASDAQ, independent directors must comprise a majority of a listed company’s Board. In addition, NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s Audit, Compensation, and Nominating and Corporate Governance Committees be independent. Audit Committee members must also satisfy additional independence criteria set forth in Rule 10A-3 under the Exchange Act, and in NASDAQ rule 5605(c)(2)(A). Under NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of that company’s Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Our Board has undertaken a review of its composition, the composition of its committees, and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment, and affiliations, including family relationships, our Board has determined that none of J. Kevin Buchi, Stephen Doberstein, Ph.D., Martin Freed, M.D., Patrick Gray, Stephen J. Hoffman, M.D., Ph.D., Adam M. Koppel, M.D., Ph.D., Marc Kozin, Anna Protopapas, or Cynthia Smith, representing nine of our 10 directors, have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under NASDAQ rules. Our Board has also determined that Mr. Gray, Mr. Buchi, and Dr. Hoffman, members of our Audit Committee; Mr. Kozin, Dr. Koppel, and Ms. Protopapas, members of our Compensation Committee; and Dr. Freed and Ms. Smith, members of our Nominating and Corporate Governance Committee, satisfy the independence standards for those committees established by applicable SEC and NASDAQ rules. In making these determinations, our Board considered the relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and by such non-employee director’s affiliates, if applicable.

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Information Regarding the Committees of the Board of Directors

The Board has three regularly constituted committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information as of December 31, 2019 for each of the Board committees:

Name	Audit	Compensation	Nominating and Corporate Governance
Douglas M. Fambrough, III, Ph.D.	—	—	—
J. Kevin Buchi	X	—	—
Steven Doberstein, Ph.D.	—	—	—
Martin Freed, M.D.	—	—	X (1)
Patrick Gray	X (1)	—	—
Stephen J. Hoffman, M.D., Ph.D.	X	—	—
Adam M. Koppel, M.D., Ph.D.	—	X	—
Marc Kozin	—	X (1)	—
Anna Protopapas	—	X	—
Cynthia Smith	—	—	X
Total Meetings in 2019	8	6	6

_______________

⁽¹⁾    Committee chairperson

Below is a description of each committee of the Board.

Audit Committee

The Board has established an Audit Committee that oversees management’s conduct of our corporate accounting and financial reporting process. The responsibilities and duties of the Audit Committee include, among other things:

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

• determining whether to retain or terminate our independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm;

• reviewing and determining the engagement of the independent registered public accounting firm, including the overall scope and plans for their respective audits, the adequacy of staffing and compensation, and negotiating and executing, on behalf of the Company, engagement letters with the independent auditors;

• establishing guidelines and procedures with respect to the rotation of the lead or coordinating audit partners having primary responsibility for the audit and the audit partner responsible for reviewing the audit;

• reviewing and approving the retention of our independent registered public accounting firm for any permissible non-audit services and the fees or other compensation for such services;

• obtaining and reviewing, at least annually, a formal written statement prepared by the independent registered public accounting firm delineating all relationships between our independent registered public accounting firm and the Company, discussing with our independent registered public accounting firm, and reviewing its independence from management and the Company;

• reviewing with our independent registered public accounting firm any management or internal control letter issued or proposed to be issued by our independent registered public accounting firm and management’s response;

• reviewing with management and our independent registered public accounting firm the scope, adequacy, and effectiveness of our financial reporting controls;

• reviewing and discussing with management, any internal audit function, and our independent registered public accounting firm, as appropriate, the Company’s major financial risks, the Company’s policies for assessment and management of such risks, and the steps to be taken to control such risks;

• establishing and maintaining procedures for the receipt, retention, and treatment of complaints with respect to accounting, internal accounting controls, or auditing matters, including procedures for the confidential and anonymous submission by employees of concerns regarding accounting or auditing matters;

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• investigating and resolving any disagreements between the Company’s management and our independent registered public accounting firm regarding the Company’s financial reporting, accounting practices, or accounting policies, and reviewing with our independent registered public accounting firm any other problems or difficulties it may have encountered during the course of the audit work;

• meeting with senior management and our independent registered public accounting firm in separate executive sessions;

• reviewing the financial statements to be included in our quarterly reports on Form 10-Q and our annual reports on Form 10‑K;

• discussing with management and our independent registered public accounting firm the results of the independent registered public accounting firm’s review of our quarterly financial statements and the results of our annual audit and the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports;

• reviewing and discussing with management and our independent registered public accounting firm any material financial arrangements of the Company which do not appear on the financial statements of the Company and any significant transactions or courses of dealing with parties related to the Company;

• reviewing with management and our independent registered public accounting firm significant issues that arise regarding accounting principles and financial statement presentation;

• discussing with management and our independent registered public accounting firm any correspondence from or with regulators or governmental agencies, any employee complaints, or any published reports that raise material issues regarding the Company’s financial statements, financial reporting process, or accounting policies;

• reviewing the Company’s investment policy for its cash reserves and fraud monitoring practices and procedures;

• investigating any matter brought to the Audit Committee’s attention that is within the scope of the Audit Committee’s charter;

• preparing an Audit Committee report for inclusion in the Company’s annual reports or proxy statements that describes the Audit Committee’s composition and responsibilities and how those responsibilities were discharged;

• reviewing with management, our independent registered public accounting firm, and the Company’s counsel any legal or regulatory matters that may have a material impact on the financial statements and related compliance policies;

• establishing policies governing, or otherwise determining the appropriateness of, the hiring by the Company of any current or former employee of the independent registered public accounting firm; and

• reviewing and approving in advance any proposed related party transactions or ratifying any commenced transactions consistent with the Company related party transactions policy and reports to the Board.

The Audit Committee has the authority to retain special legal, accounting, or other consultants to advise the Audit Committee as it deems necessary, at the Company’s expense, to carry out its duties and to determine the compensation of any such advisors.

The members of the Audit Committee are Mr. Gray, Mr. Buchi, and Dr. Hoffman. Mr. Gray serves as the Chairperson of the Audit Committee. Our Board has determined that each member of the Audit Committee is “independent” for Audit Committee purposes as that term is defined in the applicable rules of the SEC and NASDAQ. Our Board has designated each of Dr. Hoffman, Mr. Buchi, and Mr. Gray as an “audit committee financial expert” as defined under the applicable rules of the SEC. The Board has adopted a written charter for the Audit Committee, which is available on our corporate website at www.dicerna.com.

Compensation Committee

The Compensation Committee of the Board reviews the type and level of compensation for directors, officers, certain employees, and compensation consultants of the Company, recommends certain compensation actions to the Board, and administers the various compensation programs to be adopted by the Company. The responsibilities and duties of the Compensation Committee include, among other things:

• reviewing and approving the structure and guidelines for various incentive compensation and benefit plans;

• granting equity awards under the various equity incentive compensation and benefit plans;

• approving the compensation for the chief executive officer, including, without limitation, annual salary, bonus, equity compensation, and other direct or indirect benefits;

• approving the compensation levels for each Section 16 officer and compensation to senior vice president-level employees and above, and other management-level employees that report directly to the chief executive officer, including, without limitation, annual salary, bonus, equity compensation, and other direct or indirect benefits;

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• recommending for approval by the Board the compensation levels for the members of the Board who are outside directors;

• reviewing on a periodic basis the operation of the Company’s executive compensation programs to determine whether they remain supportive of the Company’s business objectives and are competitive relative to comparable companies, and establishing and periodically reviewing policies for the administration of executive compensation programs;

• reviewing the Company’s executive compensation arrangements to evaluate and ensure that incentive and other forms of compensation do not encourage inappropriate or excessive risk taking, and reviewing and discussing, at least annually, the relationship between risk management policies and practices, corporate strategy, and the Company’s executive compensation arrangements;

• reviewing and discussing with management the Company’s major risks relating to the purview of the Compensation Committee, the Company’s policies for assessment and management of such risks, and the steps to be taken to control such risks;

• preparing and approving the Compensation Committee report to be included in the Company’s proxy statements and annual reports on Form 10-K, if required;

• reviewing management recommendations on organization structure and development;

• reviewing performance of the Section 16 officers and vice president-level employees that report directly to the chief executive officer; and

• investigating any matter brought to the Compensation Committee’s attention within the scope of the Compensation Committee’s duties.

The Compensation Committee has the sole authority to retain or replace, at the Company’s expense, any independent counsel, compensation and benefits consultants, and other outside experts or advisors as the Compensation Committee believes to be necessary or appropriate. The Compensation Committee may also utilize the services of the Company’s regular legal counsel or other advisors to the Company. For the years ended December 31, 2014, 2015, 2016, 2017, 2018, and 2019, the Compensation Committee retained Frederic W. Cook & Co. to conduct the review of the Company’s compensation program.

The members of the Compensation Committee are Mr. Kozin, Dr. Koppel, and Ms. Protopapas. Mr. Kozin serves as the Chairperson of the Compensation Committee. Our Board has determined that each member of the Compensation Committee is an independent director for Compensation Committee purposes as that term is defined in the applicable NASDAQ rules and is a “non-employee director” within the meaning of Rule 16b-3(d)(3) promulgated under the Exchange Act. The Board has adopted a written charter for the Compensation Committee, which is available on our corporate website at www.dicerna.com.

Nominating and Corporate Governance Committee

The responsibilities and duties of the Nominating and Corporate Governance Committee include, among other things:

• establishing criteria for Board membership, including standards for independence, and considering and assessing the independence of the directors;

• identifying, evaluating, reviewing, and nominating qualified candidates to serve on the Board and each of the Board’s committees;

• evaluating, reviewing, and considering the nomination of current directors for re-election to the Board and monitoring the size of the Board;

• considering stockholder recommendations for director nominations and other proposals submitted by stockholders;

• developing a set of corporate governance principles and policies applicable to the Company, and periodically reviewing and assessing the application of these principles;

• reviewing with management and the Board the adequacy of and compliance with the Company’s code of business conduct and ethics;

• reviewing, discussing, and assessing, at least annually, the performance of the Board;

• establishing and overseeing procedures for the receipt, retention, and treatment of complaints received by the Company with respect to legal and regulatory compliance (except for compliance relating to accounting, internal accounting controls, auditing matters, and financial disclosure and reporting);

• overseeing and reviewing the processes and procedures used by the Company to provide information to the Board and its committees;

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• reviewing and discussing with management the Company’s major risks relating to the purview of the Nominating and Corporate Governance Committee, the Company’s policies for assessment and management of such risks, and the steps to be taken to control such risks;

• providing recommendations to the Board to establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal, business, or other matters that may arise; and

• investigating any matter brought to the Nominating and Corporate Governance Committee’s attention within the scope of the Nominating and Corporate Governance Committee’s duties.

The Nominating and Corporate Governance Committee may retain, at the Company’s expense, any independent counsel, experts, or advisors that the Nominating and Corporate Governance Committee believes to be desirable and appropriate. The Nominating and Corporate Governance Committee may also use the services of the Company’s regular legal counsel or other advisors to the Company.

The members of the Nominating and Corporate Governance Committee are Dr. Freed and Ms. Smith. Dr. Freed serves as the Chairperson of the Nominating and Corporate Governance Committee. Our Board has determined that each of the Nominating and Corporate Governance Committee members is an independent director for Nominating and Corporate Governance Committee purposes as that term is defined in the applicable NASDAQ rules. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website at www.dicerna.com.

The Nominating and Corporate Governance Committee reviews candidates for director nominees in the context of the current composition of the Board, our operating requirements, and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers diversity, age, skills, and such other factors as it deems appropriate given our current needs and those of our Board to maintain a balance of knowledge, experience, and capability. The Nominating and Corporate Governance Committee also periodically reviews the overall effectiveness of the Board, including Board attendance, level of participation, quality of performance, self-assessment reviews, and any relationships or transactions that might impair director independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee must be independent for NASDAQ purposes, which determination is based upon applicable NASDAQ listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee may also use its network of contacts to compile a list of potential candidates and engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider for nomination any qualified director candidates recommended by our stockholders. Any stockholder who wishes to recommend a director candidate is directed to submit in writing the candidate’s name, biographical information, relevant qualifications, and other information required by our bylaws to our Secretary at our principal executive offices before the deadline set forth in our bylaws. All written submissions received from our stockholders will be reviewed by the Nominating and Corporate Governance Committee at the next appropriate meeting. The Nominating and Corporate Governance Committee will evaluate any suggested director candidates received from our stockholders in the same manner as recommendations received from management, committee members, or members of our Board.

Stockholder Communications with the Board of Directors

The Board will consider any written or electronic communication from our stockholders to the Board, a committee of the Board, or any individual director. Any stockholder who wishes to communicate to the Board, a committee of the Board, or any individual director should submit written or electronic communications to our Secretary at our principal executive offices, which shall include contact information for such stockholder. All communications received from stockholders shall be forwarded by our Secretary to the Board, a committee of the Board, or an individual director, as appropriate, on a periodic basis, but in any event no later than the Board’s next scheduled meeting. Certain communications that are unrelated to the duties and responsibilities of the Board, such as product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations or advertisements, will be excluded and will not be forwarded by our Secretary. Additionally, materials that are unduly hostile, threatening, illegal, or similarly unsuitable will be excluded and will not be forwarded by our Secretary, provided that any such communication that is filtered out must be made available to any non-management director upon request. The Board, a committee of the Board, or individual directors, as appropriate, will consider and review carefully any communications from stockholders forwarded by our Secretary.

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Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to all employees, including the principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The code of business conduct and ethics is available on our website at www.dicerna.com. Amendments to, and waivers from, the code of business conduct and ethics that apply to any director, executive officer, or persons performing similar functions, and that relate to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, will be disclosed at the website address provided above and, to the extent required by applicable regulations, on a Current Report on Form 8-K filed with the SEC.

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DIRECTOR COMPENSATION

Under our non-employee director compensation program, we compensate our non-employee directors with a combination of annual cash retainers and equity awards for service on the Board and each committee on which the non-employee director is a member. Each non-employee director is eligible to receive an annual cash retainer of $40,000 for serving on the Board, and the chairperson of our Board, if a non-employee director, is eligible to receive an additional annual cash retainer of $40,000. The program provides that we compensate each non-employee director for service on the committees of the Board as set forth below:

Committee	Committee Member		Committee Chairperson
Audit Committee	$	7,500	$	15,000
Compensation Committee	$	5,200	$	12,500
Nominating and Corporate Governance Committee	$	5,200	$	7,000

The annual cash compensation under our non-employee director compensation program is paid in equal quarterly installments, in arrears, following the end of each quarter in which the service occurred, pro-rated for any partial months of service. We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending our Board and committee meetings.

Under our non-employee director compensation program, each new non-employee director is granted an option to purchase 25,000 shares of our common stock (or 33,000 shares in the case of a new Chairperson of the Board) upon his or her appointment to the Board, and each non-employee director continuing in office immediately after our annual meeting each year will be granted an option to purchase 25,000 shares of our common stock (or 33,000 shares in the case of the Chairperson of the Board). Each option granted under our director compensation program has an exercise price equal to the adjusted closing price of our common stock on the grant date. The initial grants made to new non-employee directors vest as to one-third of the underlying shares on the one-year anniversary of the date of grant and as to the remaining two-thirds of the shares in quarterly installments over the two-year period thereafter, subject in each case to the director’s continued service through each applicable vesting date. Grants made to continuing non-employee directors following our annual meeting each year vest monthly over 12 months after the grant date, provided that the option will vest in full on the Company’s next regularly scheduled annual meeting of stockholders that occurs following the grant date, subject to the director’s continued service on the Board through each applicable vesting date. Each option granted to non-employee directors has an exercisability period of two years post-termination in the event of terminations due to death, disability, or not for cause.

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Director Compensation – Year Ended December 31, 2019

The following table presents information regarding the compensation paid for 2019 to members of our Board who are not also employed by us or any of our subsidiaries (our non-employee directors). The compensation paid to Douglas M. Fambrough, III, Ph.D., who is also our chief executive officer, is set forth below in the section titled “Executive Compensation” and the related explanatory tables. Dr. Fambrough was not entitled to receive additional compensation for his service as a director.

Name	Fees earned or paid in cash ($)	Option      awards (1) ($)		Total ($)
J. Kevin Buchi	92,812	412,561		505,373
Martin Freed, M.D.	47,000	255,750		302,750
Patrick Gray (2)	16,042	244,700		260,742
Stephen J. Hoffman, M.D., Ph.D.	47,500	255,750		303,250
Adam M. Koppel, M.D., Ph.D.	51,740	255,750		307,490
Marc Kozin (2)	44,208	434,000		478,208
Anna Protopapas (2)	42,375	434,000		476,375
Cynthia Smith	45,200	255,750		300,950
Brian K. Halak, Ph.D. (3)	3,281	233,442	(4)	236,723
Peter Kolchinsky, Ph.D. (3)	45,200	255,750		300,950
Dennis H. Langer, M.D., J.D. (3)	33,900	459,062	(5)	492,962
David M. Madden (3)	2,969	301,645	(4)	304,614

________________

(1) Pursuant to applicable SEC rules, the amounts reported in the “Option awards” column of the table above reflect the grant date fair value of the option awards granted to our non-employee directors during 2019, which consisted of the annual option grant to non-employee directors at the 2019 annual meeting and the new director option grants to Mr. Kozin and Ms. Protopapas in connection with the commencement with their service in January 2019 and Mr. Gray in connection with the commencement of his service in September 2019. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements, excluding the effect of estimated forfeitures related to service-based vesting conditions. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of option awards contained in Note 11, Stock-Based Compensation, to our consolidated financial statements for the fiscal year ended December 31, 2019 included in our 2019 Annual Report on Form 10-K. Refer to “Equity Held by Directors at December 31, 2019” table below for outstanding options to acquire shares of our common stock held by our non-employee directors.

(2) Mr. Kozin and Ms. Protopapas commenced service on the Board in January 2019 and Mr. Gray commenced service on the Board in September 2019.

(3) Mr. Madden and Drs. Halak, Kolchinsky, and Langer resigned from the Board in 2019.

(4) In connection with the resignations of Dr. Halak and Mr. Madden from the Board of Directors in January 2019, Board of Directors approved the acceleration of all unvested shares subject to outstanding stock options held by Dr. Halak and Mr. Madden such that all outstanding stock option awards held by these individuals became fully vested and the increase of the post service exercisability period for stock options held by non-employee directors to a period of two years from the date termination. The amounts reported in the “Option awards” column for Dr. Halak and Mr. Madden represent the incremental fair values attributable to the modification of the vesting terms and the post service exercisability periods for stock options held by Dr. Halak and Mr. Madden.

(5) In connection with Dr. Langer’s resignation from the Board of Directors in September 2019, the Board of Directors approved the acceleration of vesting for all outstanding and unvested stock options held by Dr. Langer, such that all outstanding options will be fully vested. The amount reported in the “Option awards” column for Dr. Langer includes $203,312 representing the incremental fair value attributable to the modification of the vesting terms of the awards held by Dr. Langer.

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Equity Held by Directors at December 31, 2019

The following table provides the aggregate number of shares of our common stock underlying unexercised options to purchase shares of our common stock held by each non-employee member of our Board as of December 31, 2019:

Name	Number of Securities Underlying Unexercised Options
J. Kevin Buchi	66,000
Martin Freed, M.D.	100,000
Patrick Gray	25,000
Stephen J. Hoffman, M.D., Ph.D.	145,000
Adam M. Koppel M.D., Ph.D.	100,000
Marc Kozin	50,000
Anna Protopapas	50,000
Cynthia Smith	50,000

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EXECUTIVE OFFICERS

The following sets forth information about our executive officers as of April 22, 2020:

Name	Position	Age
Douglas M. Fambrough, III, Ph.D.	President, Chief Executive Officer and Director	51
John B. Green	Chief Financial Officer	66
Bob D. Brown, Ph.D.	Chief Scientific Officer, Executive Vice President of R&D	55
Robert D. Ciappenelli	Chief Commercial Officer	53
Ralf Rosskamp, M.D.	Chief Medical Officer	67
James B. Weissman	Chief Operating Officer, Executive Vice President	58

The following is biographical information as of the date hereof for our executive officers other than Douglas M. Fambrough, III, Ph.D., whose biographical information is included in “Proposal 1” above.

John B. Green

John B. (“Jack”) Green initially joined us as Interim Chief Financial Officer in January 2016 and became our Chief Financial Officer in April 2016. Mr. Green was the Chief Financial Officer of Verastem, Inc. from May 2013 until April 2016. Prior to joining Verastem, Inc., from March 2011 until December 2012, Mr. Green was Vice President, Finance of On-Q-ity Inc., and from May 2002 until June 2010, Mr. Green was the Senior Vice President and Chief Financial Officer of GTC Biotherapeutics, Inc. (formerly Genzyme Transgenics Corporation). Mr. Green is a Certified Public Accountant. He holds a Master’s of Business Administration (M.B.A.) degree from Boston University Graduate School of Management and a Bachelor’s degree from The College of the Holy Cross.

On February 24, 2020, Mr. Green notified us of his intention to retire from his position as Chief Financial Officer of our company. On February 27, 2020, we entered into a transition agreement with Mr. Green to provide for, among other things, arrangements in relation to the departure of Mr. Green from our company.

Bob D. Brown, Ph.D.

Bob D. Brown, Ph.D. initially served as our Senior Vice President of Research beginning in May 2008 and has served as our Chief Scientific Officer since January 2012. From March 2003 to March 2008, Dr. Brown held various positions at Genta Incorporated, most recently as its Vice President of Research and Technology. Previously, he was a co-founder and Vice President of Research and Development of Oasis Biosciences Inc., which was acquired by Gen-Probe Incorporated. Dr. Brown is an inventor or co-inventor on 16 issued patents and dozens of patent applications covering oligonucleotide and conventional small molecule therapeutic agents, diagnostic tool and oligonucleotide and small molecule drug delivery technologies. Dr. Brown holds a Ph.D. in molecular biology from the University of California, Berkeley and a B.S. in chemistry and biology from the University of Washington, Seattle.

Robert D. Ciappenelli

Robert D. Ciappenelli joined us in June 2019. Prior to that, Mr. Ciappenelli served as Global Head of Commercial at Momenta Pharmaceuticals (“Momenta”) from January 2016 to October 2018. Prior to Momenta, he held several leadership positions at Shire Pharmaceuticals (now part of Takeda), across commercial operations and business planning. Mr. Ciappenelli’s pharmaceutical commercialization experience also includes various leadership positions at Sunovion Pharmaceuticals, where he served as Vice President of Commercial Operations, Executive Director of Commercial Services and Sales Training and Executive Director of Central Nervous System Marketing. Mr. Ciappenelli earned a Bachelor of Business Administration (B.B.A.) in Finance from the University of Massachusetts at Amherst and a Master of Business Administration (M.B.A.) from the Harvard Graduate School of Business Administration.

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Ralf Rosskamp, M.D.

Ralf Rosskamp, M.D., joined us as Chief Medical Officer in June 2017. Dr. Rosskamp brings to Dicerna™ more than 20 years of research and development experience spanning the entire drug development cycle, from preclinical through product commercialization. Prior to joining Dicerna, from September 2015 to May 2017, Dr. Rosskamp was Chief Medical Officer at Summit Therapeutics. Prior to Summit, Dr. Rosskamp held executive-level positions in clinical research and drug development at NPS Pharmaceuticals (acquired by Shire), Ikaria, Kos Pharmaceuticals (acquired by Abbott Laboratories), Aventis Pharmaceuticals (formerly Hoechst Marrion Roussel), and Hoechst AG. Dr. Rosskamp was a member of the Board of Directors of Bioblast Pharma in Tel Aviv, Israel from May 2016 to August 2017. Dr. Rosskamp is a pediatric endocrinologist with more than 15 years of experience in clinical medicine. He received his M.D. from the University of Bonn, Germany.

On April 16, 2020, Dr. Rosskamp announced his intention to retire. In order to facilitate an orderly transition of his duties, the Company entered into a transition and separation agreement with Dr. Rosskamp, executed and effective on April 16, 2020.

James B. Weissman

James B. Weissman joined Dicerna as Chief Business Officer in January 2012 and was appointed Chief Operating Officer and Executive Vice President in September 2019. He has more than 30 years’ experience in the life sciences industry, with extensive international management experience in biotech and pharmaceutical general management, product development, licensing, business development, marketing, and merger and acquisition activities. Mr. Weissman serves on the board of Receptor Holdings, Inc.

Prior to Dicerna, Mr. Weissman was Vice President of Business Development at MannKind Corporation, responsible for leading the company’s activities relating to licensing, new products, and strategic planning. Prior to MannKind, Mr. Weissman held leadership positions in both business development and marketing at Pfizer Pharmaceuticals, Inc. in Tokyo, most recently as Senior Director of Marketing. In that position, he was responsible for the sales, profit, and strategic targets for the company’s specialty products, including central nervous system (CNS) endocrinology, ophthalmology and oncology therapeutics, and diversified portfolios.

Mr. Weissman holds a Bachelor of Science degree from Bates College.

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Introduction

The Compensation Discussion and Analysis section of our Proxy Statement provides our stockholders with an explanation of our compensation philosophy, program, processes, decisions, and other relevant information related to our NEOs. Our NEOs for the year ended December 31, 2019 were:

Name	Title
Douglas M. Fambrough, III, Ph.D.	President, Chief Executive Officer and Director
John B. Green	Chief Financial Officer
Bob D. Brown, Ph.D.	EVP of R&D, Chief Scientific Officer
Robert D. Ciappenelli	Chief Commercial Officer
Ralf Rosskamp, M.D.	Chief Medical Officer

EXECUTIVE SUMMARY

A Summary of our Company

The following is a summary of Dicerna’s purpose, vision, and strategy. These items help guide our compensation philosophy and strategy and key decisions we make as an organization that can impact NEO compensation.

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Dicerna Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing, and commercializing medicines that are designed to leverage ribonucleic acid interference (“RNAi”) to selectively silence genes that cause or contribute to disease. Using our proprietary RNAi technology platform called GalXC™, Dicerna is committed to developing RNAi-based therapies with the potential to treat both rare and more prevalent diseases. By reducing the level of disease-causing proteins in the hepatocytes of the liver, Dicerna’s GalXC has the potential to safely target conditions that are difficult to treat with other modalities. Dicerna is also exploring new applications of RNAi technology beyond the liver, targeting additional tissues and enabling new therapeutic applications.

In addition to our own pipeline of core discovery and clinical candidates, Dicerna has established collaborative relationships with some of the world’s leading pharmaceutical companies, including Alnylam Pharmaceuticals, Inc., Novo Nordisk A/S (“Novo”), Roche, Eli Lilly and Company (“Lilly”), Alexion Pharmaceuticals, Inc. (“Alexion”), and Boehringer Ingelheim International GmbH (“BI”). Between Dicerna and our collaborative partners, we currently have more than 20 active discovery, preclinical, or clinical programs focused on rare, cardiometabolic, viral infectious, chronic liver, and complement-mediated diseases, as well as neurodegeneration and pain.

As our core and collaborative pipelines grow and mature, we intend to expand our capabilities across our business, including manufacturing and commercial infrastructure, to facilitate our evolution to a fully integrated biopharmaceutical company and support our objective to maximize the impact of RNAi on medicine.

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Our Performance

2019 was an exceptional year at Dicerna. We accomplished the following key items that support our strategies and ultimate mission:

ü	We completed and presented data from the PHYOX™1 Phase 1 study of our lead clinical program, DCR-PHXC (now nedosiran), for the treatment of primary hyperoxaluria (“PH”) types 1, 2, and 3, and began dosing patients in the pivotal PHYOX™2 trial, which is enrolling patients with PH1 and PH2.
ü	We initiated the PHYOX™3 trial of nedosiran, which is an open-label, rollover study for participants in our PHYOX clinical development program. This trial uses the same dosing regimen as our PHYOX2 pivotal trial and will evaluate nedosiran’s ability to provide long-term reduction in urinary oxalate levels to the normal or near-normal range with the potential to reduce or eliminate the need for patients to hyperhydrate.
ü	We achieved alignment with the FDA on a registration path to full approval of nedosiran for the treatment of both PH1 and PH2 and received Breakthrough Therapy Designation for PH1.
ü	We completed the healthy volunteer portion of our Phase 1 trial of DCR-HBVS (now RG6346), which we are evaluating for the treatment of chronic hepatitis B virus (“HBV”) infection and began dosing patients.
ü	We initiated our SHINE clinical program for DCR‑A1AT for the treatment of alpha-1 antitrypsin deficiency-associated liver disease. We began dosing in healthy volunteers last fall and received orphan drug designation for DCR‑A1AT in the European Union.
ü	We expanded our leadership team and overall employee base significantly in the past year, resulting in 110 new employees to fill key functions to enable successful execution across our core and collaborative programs and begin transitioning toward a commercial-stage biopharmaceutical company.
ü	We secured new facilities and infrastructure to support our growing organization and needs for new lab and office space to support our evolution toward a fully integrated biopharmaceutical company with the capability to discover, develop and commercialize new medicines for rare and more prevalent diseases.
ü	We executed high-value, strategic agreements with Novo and Roche in the fourth quarter of 2019, for which we received upfront cash payments of $175 million (and an additional equity investment of $50 million) and $200 million, respectively, each of which provides us the opportunity for significant future revenue from milestones and potential royalties on product sales. Each of these agreements also includes provisions by which we can elect to opt in and co-develop select candidates, potentially expanding our core pipeline and future commercialization opportunities.
ü	We advanced our collaboration with Lilly, with one of the collaboration targets advancing to the preclinical stage, putting it on track for the first Investigational New Drug application or Clinical Trial Application filing later in 2020.
ü	We expanded our agreement with Alexion, with Alexion exercising its options to add two additional complement gene target programs to the collaboration, for which we received $20 million in option exercise payments.
ü	We expanded our agreement with BI, wherein BI exercised an option to receive exclusive rights to a second hepatic disease target emerging from its research collaboration and license agreement with Dicerna.
ü	We evolved our Board, including the additions of Patrick Gray, Marc Kozin, and Anna Protopapas.

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Key Compensation Decisions and Actions

Our Compensation Committee took the following actions in 2019 related to our NEO compensation:

Compensation Area	Highlights
Cash Compensation	•    Approved 3.5% base salary increases for our NEOs •    Approved the 2019 corporate incentive goals and weightings •    Set compensation for our newly created Chief Commercial Officer position •    Paid bonuses to our NEOs at a level that reflected performance against our 2019 goals and other significant accomplishments
Equity Compensation	•    Granted our NEOs competitive annual stock awards consisting of option grants and restricted stock units with a 4-year vesting schedule •    Granted a new hire stock option grant to our Chief Commercial Officer with a 4-year vesting schedule
Process / Governance	•    Updated the peer group of comparable companies •    Engaged Frederick W. Cook as the Compensation Committee’s independent Compensation Committee advisor •    Changed the composition of the Compensation Committee

Organizational Changes

The Compensation Committee approved a select number of changes for our NEOs during 2019. These changes were intended to enhance our ability to achieve our mission, vision, and strategies.

• In June 2019, Robert D. Ciappenelli was hired as our Chief Commercial Officer, and

• In September 2019, Bob D. Brown was promoted to Executive Vice President, Research and Development, in addition to his current role as Chief Scientific Officer.

Key Compensation Governance Attributes

The Compensation Committee believes that our compensation program must be underpinned by sound practices and processes that align with our compensation philosophy, objectives, and bolster our overall governance and risk management framework. A summary of these key features includes:

• No excise tax gross-up provisions

• No hedging or pledging of Company stock

• No history of option repricing or option backdating

• Providing a majority of compensation in long-term incentives that have multi-year vesting schedules

• Providing a competitive mix of fixed (e.g., base salary) and variable (e.g., bonus) compensation

• Not guaranteeing salary increases or bonuses

• Limiting executive perquisites, and no defined benefit pension plans or other post-employment benefit plans

• Consulting an independent compensation consultant

• Evaluating the risk profile of our pay program

“Say-on-Pay” Vote on Executive Compensation

In prior years, we were an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and were not required to hold a non-binding, advisory vote on the compensation of our NEOs (a “Say-on-Pay Vote”). At this Annual Meeting of Stockholders, we will hold our first Say-on-Pay Vote as described in Proposal 3 of this proxy statement. Our Board and Compensation Committee will consider the result of the Say-on-Pay vote, and the related “Say-on-Frequency” vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers in the future because we value the opinions of our stockholders.

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APPROACH TO COMPENSATION

Compensation Philosophy

Our executive compensation program is based on supporting our overall mission to provide life-changing therapies to people living with rare diseases and common diseases that have a genetic component. The key objectives that support this philosophy include:

Attract and retain individuals that improve our ability to maximize the impact of RNAi on medicine Motivateand reward individuals and teams to accomplish goals that support our business strategies Foster a strong sense of urgency to bring our novel therapeutic approach to patients Align the interests of our executives with those of our stockholders, patients, and collaborators

We accomplish these goals through a holistic view of compensation that covers multiple compensation elements including, but not limited to, base salary, cash- and stock-based incentives, opportunities to purchase Company stock, and health and welfare benefits.

To attract and retain qualified executives, we seek to provide our NEOs target pay opportunities that are competitive within our industry. We generally target compensation opportunities at the median of the market but recognize that individuals may be compensated above or below the median of the market given their experience, skill set, scope of role, criticality, and other factors. Further, while we target the median of the market for compensation opportunities, ultimately the amount of compensation that our NEOs earn through cash- and stock-based incentives will be based on performance against pre-established goals, stock price performance, or both.

We do not target a specific mix of compensation, although we deliver a majority of compensation through long-term incentives, and endeavor to be generally competitive with peers in terms of each element of pay.

Process and Roles

Role of the Compensation Committee. Our Compensation Committee is responsible for establishing and overseeing our executive compensation program. Specific responsibilities of the Compensation Committee can be found in the “Information Regarding the Committees of the Board of Directors” section of this proxy statement. The Compensation Committee reviews our NEO compensation packages on an annual basis or more frequently as it deems appropriate. In its review process, the Compensation Committee discusses with our Chief Executive Officer proposed compensation for all NEOs other than himself. Following the Compensation Committee’s discussions with our Chief Executive Officer, and in consideration of all information provided by the Compensation Committee’s independent consultant and management, the Compensation Committee approves each NEO’s compensation for the upcoming fiscal year.

Role of our Chief Executive Officer and Other Management Members. Our Chief Executive Officer evaluates and reviews with the Compensation Committee the individual performance and contributions of each of the other NEOs and makes recommendations to the Compensation Committee regarding base salary, short-term incentive awards, and long-term incentive awards. The Compensation Committee reviews and considers such recommendations, but ultimately retains full discretion and authority over the final compensation decisions for the NEOs. Our Chief Executive Officer also recommends the Company performance objectives that are used to determine bonus amounts and consults with select members of management in the development of the goals. The Compensation Committee may request that certain executives attend portions of Compensation Committee meetings based on the topics being covered and their respective areas of expertise. NEO compensation decisions are made in executive session without the respective NEOs present.

Role of our Independent Compensation Consultant. From time to time, we may retain independent compensation consultants as we consider appropriate to help identify appropriate peer group companies and to obtain and evaluate current executive compensation data. The Compensation Committee retained Frederic W. Cook & Co. as an independent compensation consultant to assist in designing our executive compensation program for 2019. The Compensation Committee has assessed the independence of its independent compensation consultant pursuant to the NASDAQ rules, and the Company concluded that the compensation consultant’s work for the Compensation Committee did not raise any conflict of interest.

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Use of Market Data

The Compensation Committee makes use of various external and internal references in making its decisions. One of these references is external compensation market data related to our NEOs. In September 2018, the Compensation Committee engaged Frederic W. Cook & Co. to develop a peer group for use in evaluating the competitiveness of NEO compensation arrangements. Frederic W. Cook & Co. developed a group of 17 companies that were comparable to Dicerna at that time. The criteria used to arrive at the 17 companies were as follows:

• Similar in size to Dicerna

• In the drug development field

• Publicly-traded biotechnology or pharmaceutical companies

• Market capitalization in the range of $427.0 million to $2.3 billion

In September 2018, the Compensation Committee endorsed the following peer group:

Acceleron Pharma Inc.	Editas Medicine, Inc.	REGENXBIO Inc.
Akebia Therapeutics, Inc.	Global Blood Therapeutics, Inc.	Sangamo Therapeutics, Inc.
Arrowhead Pharmaceuticals, Inc.	Intellia Therapeutics, Inc.	Voyager Therapeutics, Inc.
Atara Biotherapeutics, Inc.	MacroGenics, Inc.	Wave Life Sciences Ltd.
Audentes Therapeutics, Inc.	Mirati Therapeutics, Inc.	Xencor, Inc.
CymaBay Therapeutics, Inc.	MyoKardia, Inc.

In September 2019, the Compensation Committee, with the assistance of Frederic W. Cook & Co., reviewed the companies included in the current peer group for continued appropriateness in 2020. The criteria used for the 2020 peer group was as follows:

• Publicly-traded biotechnology or pharmaceutical companies

• Companies within a comparable therapeutic area stage of development, geography, and time lapse since their initial public offering

• Revenue of less than $100 million

• Market capitalization of 0.33x to 3.00x that of Dicerna (or approximately $350.0 million to $3.0 billion)

Based on this selection criteria, Frederic W. Cook & Co. recommended that CymaBay Therapeutics, Inc. be removed from the peer group and two companies be added (Rhythm Pharmaceuticals, Inc. and ZIOPHARM Oncology, Inc.). These changes resulted in a new peer group for fiscal year 2020 compensation decision-making purposes.

In addition to market compensation data, the Compensation Committee also reflects on the following, as appropriate, in their decision-making process:

• The Company’s vision, mission, strategies, and corporate goals

• The compensation philosophy and objectives

• Company performance and outlook

• Broader market compensation information and data

• Labor market trends and dynamics

• Individual NEO roles, performance, and contributions

• Compensation histories for individual NEOs

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COMPENSATION PROGRAM AND DECISIONS

Compensation for our NEOs is comprised primarily of the following four main components:

Element	Summary Purpose
Base Salary	Provide a fixed source of income commensurate with the NEO’s position at the Company
Annual Cash Incentive Bonus	Motivate NEOs to achieve our annual Company objectives and make progress towards achieving our mission, vision, and business strategies
Long-term Equity Incentives	Aid in attraction and retention of NEOs and create stakeholder alignment
Benefits	Provide our NEOs with health, welfare, and retirement benefits, as well as certain protections if we encounter a change in control or separation event

Each of these key elements is further described below, along with the key decisions made for the 2019 plan year.

Annual Base Salaries

Base salaries are determined on a case-by-case basis for each NEO, including consideration of each NEO’s experience, expertise, and performance, as well as market compensation levels for similar positions. Base salaries for our NEOs are established at the time of hire, taking into account the NEO’s position and qualifications. Generally, our Compensation Committee reviews and evaluates our NEO’s base salaries each year, with input from our Chief Executive Officer (other than with respect to himself). The Compensation Committee takes into consideration the NEO’s performance, contributions, market base salary data, changes in the scope of role, overall labor market conditions, and the overall development of our company.

The following table presents the base salaries for each of our NEOs for the years 2018 and 2019, as approved by our Compensation Committee. The 2019 base salaries were increased by 3.5% to keep pace with the market for all NEOs with the exception of Mr. Ciappenelli who was not yet employed with us. The increases became effective on January 1, 2019.

Named Executive Officer	2018 Annualized Base Salary		January 2019 Increase %	2019 Annualized Base Salary		Nature of Increase
Douglas M. Fambrough, III, Ph.D.	$	507,150	3.5%	$	524,900	Annual Merit
John B. Green	$	388,125	3.5%	$	401,709	Annual Merit
Bob D. Brown, Ph.D.	$	414,000	3.5%	$	428,490	Annual Merit
Robert Ciappenelli (1)	—		—	—		—
Ralf Rosskamp, M.D.	$	443,331	3.5%	$	458,848	Annual Merit

_______________

(1) Mr. Ciappenelli was hired in June 2019 and was not part of the 2019 merit increase process.

Annual Cash Incentive Bonus

Dicerna has a formal short-term incentive program that is designed to motivate our NEOs to achieve our annual corporate objectives that underpin progress towards our mission, vision, and business strategies. The program goals are intended to be measured over one year but may be accomplished at certain times during the program year. The payouts under the program are cash-based, as is customary in our industry. Under our bonus program, each NEO has a target bonus opportunity, defined as a percentage of his annualized base salary. The target amounts are initially set at the time of hire based on the individual’s role and level in the organization. These bonus targets are subject to adjustment each year based on the competitive market and our internal compensation levels and structure. The general design of our bonus program is as follows:

NEO Base Salary X NEO Target Bonus Percentage X Corporate Funding Multiplier = Annual Cash Incentive Bonus Earned

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In January 2019, our Compensation Committee set the following target bonus opportunities for each NEO:

Named Executive Officer	2019 Base Salary for Bonus Purposes		2019 Target Bonus Opportunity (% of Base Salary)	2019 Target Bonus Opportunity ($)
Douglas M. Fambrough, III, Ph.D.	$	524,900	60%	$	314,940
John B. Green	$	401,709	40%	$	160,684
Bob D. Brown, Ph.D.	$	428,490	40%	$	171,396
Robert D. Ciappenelli (1)	$	216,666	40%	$	86,666
Ralf Rosskamp, M.D.	$	458,848	40%	$	183,539

_______________

(1) Mr. Ciappenelli’s base salary and target bonus opportunity are pro-rated to reflect his partial year of service. His target bonus was established at the time of his hire.

Our Compensation Committee then established the following corporate goals to assess our corporate performance in 2019 and quantified the weighting of each goal to determine payout upon achievement. At the end of 2019, the Compensation Committee reviewed our achievements against these corporate goals and arrived at a corporate funding multiplier of 125%. This assessment of goals and recommended funding multiplier was shared with our full Board for input and endorsement.

Goal			Weighting	Assessment
NEDOSIRAN – Efficiently develop a best-in-class drug for all PH patients			50%	45%
	ü	Meet enrollment and patient treatment targets in our PHYOX2 study.
	ü	Meet our operational targets and timelines with respect to our PHYOX3, 4, and 5 clinical trials.
	ü	Substantially complete scheduled manufacturing preparation activities while ensuring adequate clinical and nonclinical drug supply.
	ü	Execute launch preparation activities.
RG6346			25%	25%
	ü	Achieve planned timelines for data readout in ongoing trial.
	ü	Advance development plans and initiate additional nonclinical studies while ensuring adequate clinical and nonclinical drug supply.
DCR-A1AT			15%	15%
	ü	Achieve regulatory clearance and initiate patient dosing on contemplated timelines.
	ü	Advance development plans and initiate additional nonclinical studies while ensuring adequate clinical and nonclinical drug supply.
Pipeline			10%	40%
	ü	Fulfill our partnership commitments, including discovery of GalXC molecules and advancement of the GalXC platform.
	ü	Advance efforts to secure supply, including establishing additional cGMP manufacturing relationships.
	ü	Establishment of HBV collaboration reserving valuable commercial rights.
	ü	Establishment of liver collaboration with significant economic milestones and reserving valuable rights.
	Additional Achievements Beyond 2019 Goals
	ü	Early achievement of HBV collaboration with US economic/commercial opt-in rights
	ü	Liver alliance with $300 million total cash and 2X clinical opt-in rights
Total Score			100%	125%

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Based on the Compensation Committee’s evaluation of the annual cash incentive bonus goals, the Compensation Committee approved the following bonus payments to our NEOs:

Named Executive Officer	2019 Target Bonus Opportunity		2019 Earned Bonus		Percent of Target
Douglas M. Fambrough, III, Ph.D.	$	314,940	$	393,675	125%
John B. Green	$	160,684	$	200,855	125%
Bob D. Brown, Ph.D.	$	171,396	$	214,245	125%
Robert D. Ciappenelli (1)	$	86,666	$	108,333	125%
Ralf Rosskamp, M.D.	$	183,539	$	229,424	125%

_______________

(1) Mr. Ciappenelli’s 2019 bonus award was pro-rated for his service time in 2019.

Long-term incentives

Long-term incentives represent a key element in our overall compensation program and help us achieve a number of our critical compensation program goals:

• Attract and retain individuals that improve our ability to maximize the impact of RNAi on medicine,

• Motivate individuals and teams to accomplish goals that support our business strategies,

• Foster a strong drive to bring our novel therapeutic approach to patients, and

• Align the interests of our executives with those of our stockholders, patients, and collaborators.

Based on our key compensation program objectives and the general competitive market landscape, the Compensation Committee elected to continue to use stock options as the sole long-term incentive vehicle for 2019. The Compensation Committee expects to review the long-term incentive program each year and determine if changes are needed based on the growth and maturity of our company, any changes to our program objectives or philosophy, or changes in competitive market dynamics. The Compensation Committee typically approves stock option grants for NEOs at the start of their employment and annually thereafter in connection with the annual performance review. Additionally, the Compensation Committee may periodically grant additional equity awards based on changes in job responsibility, performance and contribution, or other special circumstances.

The exercise price of all stock options equals the fair market value of shares of our common stock on the date of grant. Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. The vesting schedules for stock option grants are generally as follows:

• Stock option grant upon hire: vests 25% after one year and the remaining portion of the grant vests ratably over the following 36 months.

• Annual stock option grant: vests in 48 substantially equal monthly installments.

In each case, vesting of each installment of these awards is subject to the grantee’s continued employment or service with the Company or one of its subsidiaries through each applicable vesting date.

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In determining annual long-term incentive grants for NEOs, the Compensation Committee reviews market data for annual long-term incentive grant levels and groups the NEOs accordingly. The Compensation Committee generally endeavors to provide awards that are competitive with our peer group. As a development-stage biotechnology company, the Compensation Committee prefers to benchmark long-term incentive grant levels based on a percentage of the Company’s common shares outstanding, which is a more stable statistic than evaluating the grant date fair value of awards. In January 2019, the Compensation Committee approved the grant of stock options under our Amended and Restated 2014 Performance Incentive Plan (the “2014 Plan”) to each of our NEOs other than Mr. Ciappenelli, who was not hired until June 2019. Mr. Ciappenelli was awarded a stock option grant under our Amended and Restated 2016 Inducement Plan (the “2016 Inducement Plan”) concurrent with his date of hire. The following table sets forth the number of shares of common stock issuable upon exercise of the stock options granted to our NEOs in 2019:

Named Executive Officer	# of Stock Options Granted	Exercise Price	Purpose
Douglas M. Fambrough, III, Ph.D.	505,000	$11.77	Annual Merit-based Grant
John B. Green	180,000	$11.77	Annual Merit-based Grant
Bob D. Brown, Ph.D.	180,000	$11.77	Annual Merit-based Grant
Robert D. Ciappenelli	300,000	$15.61	New Hire Grant
Ralf Rosskamp, M.D.	180,000	$11.77	Annual Merit-based Grant

Severance and Change of Control Benefits

Our NEOs are entitled to certain benefits if an executive’s employment terminates in certain circumstances or if a change of control occurs. The Company believes these are important elements of an overall competitive compensation arrangement in the marketplace and align with a number of our key program objectives regarding attraction, retention, and motivation of executives. If any payment or other benefit provided to an NEO constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and would be subject to an excise tax imposed by Section 4999 of the Code, then the amounts actually paid to that NEO will be reduced to the extent that such a reduction would result in the NEO receiving a greater amount than he would have received if the payment had been made in full. Each NEO’s right to receive these severance benefits is subject to his providing a release of claims in favor of us. These benefits are further described under the “Estimated Payments and Benefits Upon Termination or Change of Control” section of this proxy statement.

Benefits

As part of our overall compensation program we provide all full-time employees, including our NEOs, with the opportunity to participate in a defined contribution 401(k) plan. Employees may elect to defer up to 90 percent of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to our 401(k) plan. Our 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit applicable for employees below age 50. We currently provide matching contributions under the plan of up to six percent of an employee’s eligible compensation.

Our NEOs are also eligible to participate in all our employee benefit plans, including our medical, dental, long-term disability, and term life insurance plans, in each case on the same basis as other employees. We do not provide additional perquisites or personal benefits to our NEOs other than certain relocation benefits and personal financial counseling. We do not sponsor any qualified or non-qualified defined benefit plans for any of our employees, including NEOs.

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OTHER IMPORTANT INFORMATION

Prohibition on Hedging and Pledging

Certain transactions in our securities (such as purchases and sales of publicly-traded put and call options and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in company securities. As a result, our insider trading policy expressly prohibits members of our Board and our officers (including our NEOs), as well as employees and consultants, from engaging in certain prohibited transactions. These prohibited transactions include short sales, purchases or sales of derivative securities or hedging transactions, the use of our securities as collateral in a margin account, and pledging of our securities.

Tax and Accounting Considerations

The Compensation Committee and management consider the accounting and individual and corporate tax consequences of the compensation plans prior to making changes. The Compensation Committee has considered the impact of the expense, which will be recognized by the Company in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation, on the Company’s use of long-term equity incentives.

Under Section 162(m) of the Code, a company is generally not entitled to a tax deduction for individual compensation over $1 million that is paid to certain executive officers. Prior to its recent amendment by the Tax Cuts and Jobs Act of 2017, Section 162(m) provided an exception to the deductibility limitations for performance-based compensation that met certain requirements. While considering the impact of Section 162(m) and awarding certain elements of compensation that, at the time, were intended to qualify as performance-based compensation, the Compensation Committee did not adopt a policy requiring all compensation to be fully deductible under Section 162(m). As Section 162(m) has been amended, effective for taxable years beginning after December 31, 2017, the performance-based compensation exception was eliminated from Section 162(m), except for certain grandfathered arrangements under the transition rules. In light of this amendment, the Compensation Committee will continue to consider the potential impact of the application of Section 162(m) on compensation for our executive officers and reserves the right to provide compensation to executive officers that may not be tax-deductible, as well as to modify compensation that was initially intended to qualify as performance-based compensation if it believes that taking any such action is in the best interests of our company and stockholders.

Compensation Risk Assessment

The Compensation Committee has reviewed our compensation program, practices, and policies regarding risk management, and determined that there are no features, practices, or policies that are likely to lead to excessive risk-taking or to have a material adverse effect on the Company. The following items have been identified as serving to mitigate risk:

• We provide a balance of fixed and performance-based compensation;

• Our short-term incentive plan is based on a variety of corporate goals;

• Our long-term incentive grants vest over time, generally in four years;

• We have a prohibition on hedging and pledging of our Company stock;

• We have an independent Compensation Committee;

• The Compensation Committee has ultimate discretion to reduce or eliminate a payout under our annual cash incentive plan;

• We engage with an independent compensation advisor; and

• We maintain proper administrative and oversight controls.

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2019 Summary Compensation Table

The following table provides a summary of compensation paid to our principal executive officer and principal financial officer and each of our three other most highly compensated executive officers who were serving as executive officers of the Company as of December 31, 2019 (collectively, the “named executive officers”):

Name and principal position	Fiscal year	Base salary ($)	Bonus     ($) (1)	Option Awards     ($) (2)	Non-equity incentive plan compensation (3)	All other compensation     ($) (4)		Total ($)
Douglas M. Fambrough, III, Ph.D.	2019	524,900	—	4,110,700	393,675	18,858	(5)	5,048,133
President and Chief Executive Officer	2018	507,150	—	1,637,100	334,719	18,592		2,497,561
	2017	490,000	—	467,498	261,043	18,492		1,237,033
John B. Green	2019	401,709	—	1,465,200	200,855	18,858	(5)	2,086,622
Chief Financial Officer	2018	388,125	—	674,100	170,779	18,592		1,251,596
Bob D. Brown, Ph.D.	2019	438,856	—	1,465,200	214,245	18,858	(5)	2,137,159
Chief Scientific Officer, Executive Vice President of R&D	2018	414,000	—	674,100	182,160	18,592		1,288,852
	2017	400,000	—	155,833	148,000	18,292		722,125
Robert D. Ciappenelli (6)	2019	218,750	—	3,222,000	108,333	12,423	(7)	3,561,506
Chief Commercial Officer
Ralf Rosskamp, M.D.	2019	458,848	—	1,465,200	229,424	18,858	(5)	2,172,330
Chief Medical Officer	2018	443,331	—	370,755	195,066	18,592		1,027,744
	2017	238,971	100,000	508,712	88,075	17,533		953,291

_______________

(1) Upon commencement of his employment with the Company, the Company paid Dr. Rosskamp a one-time signing bonus of $100,000. The signing bonus was subject to repayment on a pro rata basis if, at any time during the 12 months following Dr. Rosskamp’s first date of employment, he resigned his employment and repayment in full if the Company terminated his employment for “cause” during such one-year period (as defined in Dr. Rosskamp’s employment agreement).

(2) Pursuant to applicable SEC rules, the amounts reported in the “Option Awards” column reflect the grant date fair value of the option awards granted to our NEOs during the year, and do not reflect the actual amounts earned. These values have been determined under the principles used to calculate the value of equity awards for purposes of our consolidated financial statements, excluding the effect of estimated forfeitures related to service-based vesting conditions. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of option awards contained in Note 11, Stock-Based Compensation, to our consolidated financial statements for the fiscal year ended December 31, 2019 included in our 2019 Annual Report on Form 10-K.

(3) These amounts consist of payments under our annual incentive bonus plan, which is based on our performance against certain operational and financial goals established by our Compensation Committee, as well as the performance of the individual. Based on the Compensation Committee’s assessment of performance with respect to our preclinical and clinical development, technology platform, business development, and financial position goals, and based upon individual performance, our NEOs were awarded bonuses equal to 125% of target bonus levels for 2019.

(4) The amounts reported in this column consist of matching contributions the Company made to each executive’s account under our 401(k) plan, long-term disability gross-ups, and a wellness benefit.

(5) Includes matching contributions made under our 401(k) plan in the amount of $16,800.

(6) Mr. Ciappenelli joined us in June 2019. His base salary and target bonus opportunity are pro-rated to reflect his partial year of service.

(7) Includes matching contributions made under our 401(k) plan in the amount of $11,250.

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2019 Grants of Plan-Based Awards Table

The following table shows information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2019:

			Estimated possible payouts under non-equity incentive plan awards(1)			All other Option Awards: Number of Securities Underlying Options (#)	Exercise or base price of option awards ($/sh)	Grant date fair value of stock and option awards   ($)(5)
Name	Grant Date	Approval   Date (2)	Threshold ($)	Target ($)	Maximum ($)
Douglas M. Fambrough, III, Ph.D.
Annual Stock Option Grant (3)	01/02/19					505,000	11.77	4,110,700
Annual Cash Incentive Bonus			—	314,940	393,675
John B. Green
Annual Stock Option Grant (3)	01/02/19					180,000	11.77	1,465,200
Annual Cash Incentive Bonus			—	160,684	200,855
Bob D. Brown, Ph.D.
Annual Stock Option Grant (3)	01/02/19					180,000	11.77	1,465,200
Annual Cash Incentive Bonus			—	171,396	214,245
Robert D. Ciappenelli
New Hire Stock Option Grant (4)	07/01/19	06/20/19				300,000	15.61	3,222,000
Annual Cash Incentive Bonus			—	86,666	108,333
Ralf Rosskamp, M.D.
Annual Stock Option Grant (3)	01/02/19					180,000	11.77	1,465,200
Annual Cash Incentive Bonus			—	183,539	229,424

_______________

(1) The amounts represent the annual cash incentive award threshold, target, and maximum amounts for our 2019 annual cash incentive bonus for each named executive officer under the bonus program. The actual amount of the bonus earned by each named executive officer for 2019 is reported in the Summary Compensation Table in the “Non-equity incentive plan compensation” column for all named executive officers. The threshold values for this grant represent the minimum award value that could be received, which is zero.

(2) Represents the date the Compensation Committee took action to grant the award, where such action took place on a date other than the grant date.

(3) Represent options granted under our Amended and Restated 2014 Performance Incentive Plan. These options vest in substantially equal monthly installments, with the first such installment vesting on the last day of the month of grant and the remaining shares vesting on the last day of each of the 47 months thereafter; subject in each case to the reporting person's continued service with the issuer through each applicable vesting date.

(4) Represent stock options granted under our Amended and Restated 2016 Inducement Plan. The options vest 25% on the first-year anniversary of the vesting start date of June 3, 2019 and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject in each case to the Reporting Person's continued employment or service with the Issuer through the applicable vesting date.

(5) Represents the aggregate grant date fair value of the awards granted, determined in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation-Stock Compensation, excluding the value of estimated forfeitures. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of option awards contained in Note 11, Stock-Based Compensation, to our consolidated financial statements for the fiscal year ended December 31, 2019 included in our 2019 Annual Report on Form 10-K.

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Outstanding Equity Awards at December 31, 2019

The following table presents information regarding the outstanding stock options held by each of the NEOs as of December 31, 2019, including the vesting dates for the portions of these awards that had not vested as of that date. None of the NEOs held any outstanding restricted stock or other equity awards as of that date.

	Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date
Douglas M. Fambrough, III, Ph.D.	09/24/13	201,250		—		3.42	09/24/23
	09/24/13	281,250		—		3.42	09/24/23
	04/16/14	471,900	(1)	—		16.30	04/16/24
	01/09/15	225,000		—		18.50	01/09/25
	01/08/16	225,000		—		9.09	01/08/26
	01/03/17	168,749		56,251	(2)	2.97	01/03/27
	01/04/18	127,500		127,500	(2)	9.30	01/04/28
	01/02/19	126,250		378,750	(2)	11.77	01/02/29
John B. Green	04/14/16	197,416		22,084	(3)	5.45	04/14/26
	01/03/17	56,249		18,751	(2)	2.97	01/03/27
	01/04/18	52,500		52,500	(2)	9.30	01/04/28
	01/02/19	45,000		135,000	(2)	11.77	01/02/29
Bob D. Brown, Ph.D.	10/14/10	267		—		3.42	10/14/20
	09/24/13	101,659		—		3.42	09/24/23
	09/24/13	87,500		—		3.42	09/24/23
	04/16/14	165,050		—		16.30	04/16/24
	01/09/15	75,000		—		18.50	01/09/25
	01/08/16	125,000		—		9.09	01/08/26
	01/03/17	39,357		18,751	(2)	2.97	01/03/27
	01/04/18	52,500		52,500	(2)	9.30	01/04/28
	01/02/19	45,000		135,000	(2)	11.77	01/02/29
Robert D. Ciappenelli	07/01/19	—		300,000	(4)	15.61	06/30/29
Ralf Rosskamp, M.D.	06/15/17	136,250		93,750	(3)	2.91	06/15/27
	01/04/18	28,875		28,875	(2)	9.30	01/04/28
	01/02/19	45,000		135,000	(2)	11.77	01/02/29

________________

(1) Consists of (a) 71,900 vested stock options held by Dr. Fambrough, (b) 200,000 stock options transferred as a bona fide gift of vested stock options to an irrevocable trust for Dr. Fambrough’s minor child A (“Child A Trust”) for which Dr. Fambrough’s spouse serves as trustee, and (d) 200,000 stock options transferred as a bona fide gift of vested stock options to an irrevocable trust for Dr. Fambrough’s minor child B (“Child B Trust”) for which Dr. Fambrough’s spouse serves as trustee. Dr. Fambrough disclaims beneficial ownership of the securities held by the Child A Trust and Child B Trust except to the extent of his proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

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(2) These options vest in substantially equal monthly installments, with the first such installment vesting on the last day of the month of grant and the remaining shares vesting on the last day of each of the 47 months thereafter, subject in each case to the reporting person’s continued service with the issuer through each applicable vesting date.

(3) This award vests as follows: 25% on the first anniversary of the grant date and the remaining 75% in 36 equal monthly installments thereafter.

(4) Represent stock options granted under our Amended and Restated 2016 Inducement Plan. The options vest 25% on the first-year anniversary of the vesting start date of June 3, 2019 and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject in each case to the Reporting Person’s continued employment or service with the Issuer through the applicable vesting date.

2019 Option Exercises and Stock Vesting Table

The following table shows information regarding stock options exercised by our NEOs during the year ended December 31, 2019. None of our NEOs held any restricted stock units or restricted stock awards that vested in the year ended December 31, 2019.

	Option awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise ($)(1)
Douglas M. Fambrough, III, Ph.D.	80,000	1,795,984
John B. Green	45,500	761,065
Bob D. Brown, Ph.D.	30,077	564,755
Robert D. Ciappenelli	—	—
Ralf Rosskamp, M.D.	20,000	395,564

_______________

(1) The value realized upon exercise is the difference between the fair value of our common stock at the time of exercise and the exercise price multiplied by the number of shares acquired on exercise.

Employment Agreement Summaries

We have entered into employment agreements with each of our NEOs. These agreements provide for “at will” employment.

Douglas M. Fambrough, III, Ph.D.

In July 2016, we entered into an amended and restated employment agreement with Dr. Fambrough, and on February 21, 2020, we entered into an amendment to the Dr. Fambrough’s agreement (as amended, the “Fambrough Agreement”) providing for, among other things, the clarification that acceleration of Dr. Fambrough’s equity contained in his existing agreement will apply to time-based stock-based awards. Dr. Fambrough’s current annual base salary is $575,000 and he will be eligible to participate in the Company’s annual bonus program, with a target opportunity equal to 60% of his base salary. Pursuant to the Fambrough Agreement, Dr. Fambrough’s employment with us is “at-will,” and his employment is not for a specified term. The Fambrough Agreement also provides that Dr. Fambrough is eligible to participate in our benefit programs made available to our senior executives generally.

Under the Fambrough Agreement, if Dr. Fambrough’s employment is terminated by us other than for “cause” (as such term is defined in the Fambrough Agreement), if we terminate his employment due to his “disability” (as such term is defined in the Fambrough Agreement), or by him for “good reason” (as such term is defined in the Fambrough Agreement), Dr. Fambrough will receive the following severance benefits: (i) 18 months of continued base salary payments; (ii) a pro-rata portion of his annual bonus for the year in which the termination occurs, based on actual performance during the entire performance period; (iii) up to 18 months of Company-reimbursed Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums; and (iv) outstanding and unvested time-based stock-based awards that were scheduled to vest in the 12-month period following his termination of employment will accelerate in full. In addition, if we terminate Dr. Fambrough’s employment for “cause,” Dr. Fambrough will not receive any additional vesting or equity acceleration, but notwithstanding anything to the contrary contained in our equity incentive plan or equity award agreements, Dr. Fambrough will be permitted to exercise, to the extent vested as of the date of termination, any outstanding option awards for a period of three months following such termination or within the originally prescribed term of the applicable option, whichever is earlier.

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In addition, if we terminate Dr. Fambrough other than for cause, if we terminate his employment due to his “disability” or if Dr. Fambrough terminates his employment for good reason during the one-year period following a change of control (as defined in the Fambrough Agreement), then Dr. Fambrough will receive the following severance benefits: (i) a lump sum severance payment equal to 1.5 multiplied by the sum of Dr. Fambrough’s annual base salary and target annual bonus; (ii) a pro rata portion of Dr. Fambrough’s target bonus for the year in which the termination occurs; (iii) up to 18 months of Company-reimbursed COBRA premiums; and (iv) outstanding and unvested time-based stock-based awards will accelerate in full. Under the terms of the Fambrough Agreement, if any payment or other benefit provided to Dr. Fambrough pursuant to the Fambrough Agreement constitutes an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to an excise tax imposed by Section 4999 of the Code, then the amounts actually paid to Dr. Fambrough will be reduced to the extent that such a reduction would result in Dr. Fambrough receiving a greater amount than he would have received if the payment had been made in full.

Dr. Fambrough’s right to receive these severance benefits is subject to his providing a release of claims in favor of us. Dr. Fambrough has also entered into an agreement that includes non-competition and non-solicitation covenants in favor of us that apply during Dr. Fambrough’s employment with us and for two years thereafter.

Bob D. Brown, Ph.D., John B. Green, Robert D. Ciappenelli, and Ralf Rosskamp

On February 27, 2020, we entered into amended and restated employment agreements with each of Bob D. Brown, our Chief Scientific Officer, Executive Vice President; John B. Green, our Chief Financial Officer; Robert D. Ciappenelli, our Chief Commercial Officer; and Ralf Rosskamp, M.D., our Chief Medical Officer; each an NEO for 2019 (collectively, “Employment Agreements”). These amended and restated employment agreements provide for, among other things, the clarification that acceleration of these executives’ equity contained in their existing agreements will apply to time-based stock-based awards. Per the Employment Agreements, their employment with us is “at-will,” and not for a specified term. Under the Employment Agreements, the current annual base salaries are as follows: Mr. Green’s is $415,800, Dr. Brown’s is $480,041, Mr. Ciappenelli’s is $382,600, and Dr. Rosskamp’s is $475,000, and each are eligible to participate in the Company’s annual bonus program, with a target opportunity equal to 40% of their respective base salary. The Employment Agreements also provide that each executive is eligible to participate in our benefit programs made available to our senior executives generally.

Pursuant to the respective Employment Agreements, if we terminate the executive other than for “cause” (as defined in the respective Employment Agreement), if we terminate the executive’s employment due to the executive’s “disability” (as defined in the relevant employment agreement), or if the executive officer terminates his employment for “good reason” (as defined in the respective Employment Agreement), then the executive will receive the following severance benefits: (i) 12 months of continued base salary payments; (ii) a pro rata portion of his annual bonus for the year in which the termination occurs based on actual performance during the entire performance period; and (iii) up to 12 months of Company-reimbursed COBRA premiums.

Upon a change in control (as defined in the respective Employment Agreements), all outstanding and unvested time-based stock-based awards will accelerate in full. In addition, if we terminate the executive other than for cause, if we terminate the executive employment due to his “disability,” or if the executive terminates his employment for good reason during the one-year period following a change of control, then the executive will receive the following severance benefits: (i) a lump sum severance payment equal to 1.0 multiplied by the sum of the executive’s annual base salary and target annual bonus; (ii) a pro rata portion of the executive’s target bonus for the year in which the termination occurs; (iii) up to one year of Company-reimbursed COBRA premiums; and (iv) outstanding and unvested time-based stock-based awards will accelerate in full. Under the terms of each Employment Agreement, if any payment or other benefit provided to an executive pursuant to the Employment Agreement constitutes an “excess parachute payment” within the meaning of Section 280G of the Code, and would be subject to an excise tax imposed by Section 4999 of the Code, then the amounts actually paid to the executive will be reduced to the extent that such a reduction would result in the executive receiving a greater amount than he would have received if the payment had been made in full.

The executive’s right to receive these severance benefits is subject to his providing a release of claims in favor of us. Each executive has also entered into an agreement that includes non-competition and non-solicitation covenants in favor of us that apply during the executive’s employment with us and for two years thereafter.

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Estimated Payments and Benefits Upon Termination or Change of Control

The amount of compensation and benefits payable to each of our NEOs in various termination of employment and change in control situations, assuming that the triggering event occurred on December 31, 2019, has been estimated in the tables below. The closing price of the Company’s common stock on the NASDAQ Global Select Market as of December 31, 2019, the last trading day of 2019, was $22.03 per share. The value of the unvested stock options was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of December 31, 2019 by the difference between the closing price of the Company’s common stock as of December 31, 2019 and the exercise price for such unvested option shares.

The following table sets forth the potential payments and benefits upon employment termination or a sale event for our NEOs, as if the triggering event occurred on December 31, 2019:

	Cash Severance Payments ($)	Value of Stock Options ($)	Benefit Continuation ($)	Total ($)
Douglas M. Fambrough, III, Ph.D.
Termination by Company Without Cause, Voluntary Resignation with Good Reason, or Termination in the Event of Disability	1,181,025	3,179,007	38,641	4,398,673
Termination in the Event of Total Disability	1,181,025	3,895,106	38,641	5,114,772
Termination in the Event of Death	—	3,290,588	—	3,290,588
Termination by Company Without Cause or Voluntary Resignation for Good Reason Within 12 Months Following Change in Control	1,574,700	6,581,194	38,641	8,194,535
John B. Green
Termination by Company Without Cause or Voluntary Resignation with Good Reason	602,564	—	18,170	620,734
Termination in the Event of Total Disability	602,564	1,388,476	18,170	2,009,210
Termination in the Event of Death	—	1,388,476	—	1,388,476
Change in Control	—	2,776,972	—	2,776,972
Termination by Company Without Cause or Voluntary Resignation for Good Reason Within 12 Months Following Change in Control	723,077	—	18,170	741,247
Bob D. Brown, Ph.D.
Termination by Company Without Cause or Voluntary Resignation with Good Reason	642,735	—	25,761	668,496
Termination in the Event of Total Disability	642,735	1,205,400	25,761	1,873,896
Termination in the Event of Death	—	1,205,400	—	1,205,400
Change in Control	—	2,410,819	—	2,410,819
Termination by Company Without Cause or Voluntary Resignation for Good Reason Within 12 Months Following Change in Control	771,282	—	25,761	797,043
Robert D. Ciappenelli
Termination by Company Without Cause or Voluntary Resignation with Good Reason	483,333	—	25,761	509,094
Termination in the Event of Total Disability	483,333	963,000	25,761	1,472,094
Termination in the Event of Death	—	963,000	—	963,000
Change in Control	—	1,926,000	—	1,926,000
Termination by Company Without Cause or Voluntary Resignation for Good Reason Within 12 Months Following Change in Control	548,332	—	25,761	574,093

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	Cash Severance Payments ($)	Value of Stock Options ($)	Benefit Continuation ($)	Total ($)
Ralf Rosskamp, M.D.
Termination by Company Without Cause or Voluntary Resignation with Good Reason	688,272	—	25,761	714,033
Termination in the Event of Total Disability	688,272	1,772,583	25,761	2,486,616
Termination in the Event of Death	—	1,772,583	—	1,772,583
Change in Control	—	3,545,179	—	3,545,179
Termination by Company Without Cause or Voluntary Resignation for Good Reason Within 12 Months Following Change in Control	825,926	—	25,761	851,687

CEO Pay Ratio

Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our principal executive officer to the median of the annual total compensation of all of our employees other than our principal executive officer. During 2019, our principal executive officer was our President and Chief Executive Officer, Douglas M. Fambrough, III, Ph.D.

In accordance with Item 402(u) of Regulation S-K, we identified the median employee as of December 31, 2019 by: (i) calculating for each full-time employee except our CEO, and part-time employee on that date (a) base salary or wages actually paid for 2019(annualized for new hires who were not employed for the entire year), (b) target annual bonus for 2019 (annualized for new hires who were not employed for the entire year), and (c) the grant date fair value of all equity awards granted in 2019; and (ii) ranking this compensation from lowest to highest to identify our median employee. We used this compensation as our consistently applied compensation measure because we believe it was representative of our employee compensation. After identifying our median employee and ensuring this employee did not have anomalous compensation in 2019, we then calculated the annual total compensation of our median employee using the same methodology we used for our CEO, and our other NEOs, in the Summary Compensation Table above.

The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, the median of the annual total compensation of our employees (other than our CEO), and the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees are summarized below:

Chief Executive Officer 2019 Annual Compensation	$	5,048,133
Median Employee 2019 Annual Compensation	$	229,867
Ratio of CEO to Median Employee Compensation	22:1

The CEO Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Neither the Compensation Committee nor our management used our CEO Pay Ratio measure in making compensation decisions.

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Equity Compensation Plan Information

The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2019, which, as of that date, consisted of our 2010 Employee, Director and Consultant Equity Incentive Plan, as amended, our 2014 Plan, our 2014 ESPP, and our 2016 Inducement Plan:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by stockholders	9,331,837	$	10.69	3,775,957	(1)
Equity compensation plans not approved by stockholders	3,135,313	$	13.43	3,043,500	(2)
Total	12,467,150	$	11.38	6,819,457

_________________

(1) Includes 1,371,670 and 2,404,287 shares of common stock available for issuance under the Amended and Restated 2014 Performance Incentive Plan and the 2014 Employee Stock Purchase Plan, respectively, as of December 31, 2019.

(2) Shares of common stock issuable as of December 31, 2019 under the Dicerna Pharmaceuticals, Inc. 2016 Inducement Plan (the “Inducement Plan”), which was adopted by our Board of Directors in March 2016 pursuant to NASDAQ Listing Rule 5635(c)(4).

Amended and Restated 2016 Inducement Plan

On March 4, 2016, our Board adopted the 2016 Inducement Plan to reserve 250,000 shares of its common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as an inducement to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. In February 2017 and May 2017, the share limit under the 2016 Inducement Plan was increased by 125,000 and 200,000 shares, respectively. In December 2018, the share limit under the 2016 Inducement Plan was further increased by 2,700,000 shares. In December 2019, our Board authorized an additional 2,900,000 shares for issuance under the 2016 Inducement Plan. In accordance with NASDAQ Listing Rule 5635(c)(4), the Company did not seek approval of the 2016 Inducement Plan by its stockholders, and the terms and conditions of the 2016 Inducement Plan are substantially similar to the Company’s 2014 Performance Incentive Plan, except that “incentive stock options” under Section 422 of the Code may be awarded under the 2016 Inducement Plan.

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INFORMATION ABOUT OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm Fees and Services

The following table represents aggregate fees billed to us for the fiscal years ended December 31, 2019 and 2018 by Deloitte & Touche LLP, our independent registered public accounting firm.

	Fiscal Year Ended December 31,
	2019		2018
Audit Fees (1)	$	840,323	$	531,427
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees (2)	1,895		1,895
	$	842,218	$	533,322

________________

(1) Audit fees for the fiscal years ended December 31, 2019 and 2018 consist of fees for professional services rendered in connection with the audit of our annual financial statements, including internal controls over financial reporting for the year ended December 31, 2019, review of our quarterly financial statements, assistance with registration statements filed with the SEC, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

(2) All other fees for the fiscal years ended December 31, 2019 and 2018 consist of fees for all other services that are not reported above.

All fees described above were approved by our Board or the Audit Committee of the Board.

Pre-Approval Policies and Procedures

The Audit Committee of our Board has adopted policies and procedures for the pre-approval of audit and non-audit services provided by our independent registered public accounting firm, Deloitte & Touche LLP. The policy generally requires pre-approval for specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee will review both audit and non-audit services performed by Deloitte & Touche LLP and the fees charged for such services on at least an annual basis. Among other things, the Audit Committee will review non-audit services proposed to be provided by Deloitte & Touche LLP and pre-approve such services only if they are compatible with maintaining Deloitte & Touche LLP’s status as an independent registered public accounting firm. All services provided by Deloitte & Touche LLP in 2019 and 2018 were pre-approved by our Board or the Audit Committee after review of each of the services proposed for approval.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

The Audit Committee currently consists of three non-employee directors, Patrick Gray, who chairs the committee, Stephen J. Hoffman, M.D., Ph.D., and J. Kevin Buchi. Our Board of Directors has determined that Mr. Buchi, Dr. Hoffman, and Mr. Gray meet the independence requirements set forth in Rule 10A-3(b)(1) under the Exchange Act and in the applicable NASDAQ rules. In addition, the Board of Directors has determined that each of Dr. Hoffman, Mr. Buchi, and Mr. Gray qualify as Audit Committee financial experts as defined by SEC rules. The Audit Committee has the responsibility and authority described in the Audit Committee charter, which has been approved by the Board of Directors. A copy of the Audit Committee charter is available on our website at www.dicerna.com.

The Audit Committee is responsible for assessing the information provided by management and our independent registered public accounting firm in accordance with its business judgment. Management is responsible for the preparation, presentation and integrity of our financial statements and for the appropriateness of the accounting principles and reporting policies that are used. Management is also responsible for testing the system of internal controls and reports to the Audit Committee on any deficiencies found. Our independent registered public accounting firm, Deloitte & Touche LLP, is responsible for auditing the annual financial statements including the Company’s internal control over financial reporting and for reviewing the unaudited interim financial statements.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019 with both management and our independent registered public accounting firm. The Audit Committee’s review included a discussion of the quality and integrity of the accounting principles, the reasonableness of significant estimates and judgments and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with our independent registered public accounting firm the overall scope and plan of the audit. In addition, it met with our independent registered public accounting firm, with and without management present, to discuss the results of our registered public accounting firm’s examination, the evaluation of our system of internal controls, the overall quality of our financial reporting and such other matters as are required to be discussed under generally accepted accounting standards in the United States. The Audit Committee has also received from, and discussed with, our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

The Audit Committee has discussed with Deloitte & Touche LLP that firm’s independence from management and our company, including the matters in the written disclosures and the letter regarding independence from Deloitte & Touche LLP required by applicable requirements of the PCAOB. The Audit Committee has also considered the compatibility of audit related and tax services with the auditors’ independence. Based on its evaluation, the Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements and management’s assessment of the effectiveness of our internal controls over financial reporting in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC.

Audit Committee
Patrick Gray (chairperson)
Stephen J. Hoffman, M.D., Ph.D.
J. Kevin Buchi

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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee has reviewed the Compensation Discussion & Analysis required by Item 402(b) of Regulation S-K and discussed that analysis with management and with the Compensation Committee’s independent compensation consultant. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this Proxy Statement.

Compensation Committee

Marc Kozin (chairperson)

Anna Protopapas

Adam M. Koppel M.D., Ph.D.

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OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

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ADDITIONAL INFORMATION

Our website address is www.dicerna.com. The information in, or that can be accessed through, our website is not deemed to be incorporated by reference into this proxy statement. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and amendments to those reports are available, free of charge, on or through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding our filings at www.sec.gov. In addition, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC is available without charge upon request to: Secretary, Dicerna Pharmaceuticals, Inc., at 33 Hayden Avenue, Lexington, MA 02421, or by phone, at (617) 621-8097.

By Order of the Board of Directors

/s/ Douglas M. Fambrough, III, Ph.D.    

Douglas M. Fambrough, III, Ph.D.
President and Chief Executive Officer

April 22, 2020

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