📄 What This Document Is — Your Company's Annual Report Card

This is a Definitive Proxy Statement (DEF 14A) for Passage Bio, Inc. (PASG). Think of it as the official "ballot and report card" for the company's annual shareholder meeting.

👉 Why it exists: Public companies are legally required to give shareholders detailed information and a chance to vote on key corporate matters. This document tells you what those matters are and gives you the background to make informed decisions.

The Big Picture: This filing is all about governance and compensation. It doesn't have earnings results or clinical trial data. Instead, it focuses on who runs the company, how they are paid, and who audits the books.

🏢 What The Company Does — A Gene Therapy Pioneer

Passage Bio is a clinical-stage biotechnology company focused on developing gene therapies for rare, fatal neurological disorders.

👉 In simple terms: They are trying to create one-time treatments by delivering healthy copies of genes directly into the brain to fix genetic errors that cause devastating diseases. Their research targets conditions like GM1 and GM2 gangliosidosis and Canavan disease.

Key Context: As a clinical-stage company, they are spending heavily on research and development with no approved products or revenue from sales yet. This is a high-risk, high-potential-reward field.

📅 Meeting Details — Your Invitation to Vote

The 2026 Annual Meeting of Stockholders is a virtual-only meeting.

Date & Time: Tuesday, May 19, 2026, at 9:00 a.m. Eastern Time.
How to Join: Go to www.virtualshareholdermeeting.com/PASG2026. You'll need your "control number" from your proxy card to vote.
Who Can Vote: You must have been a shareholder of record as of the "Record Date": March 26, 2026. At that date, there were 3,207,810 shares outstanding.

👉 Your Action: Even if you can't attend, you can vote your shares ahead of time online, by phone, or by mail. Your vote counts!

🗳️ The 4 Key Proposals You're Voting On

The board wants your vote on four main items. They recommend voting FOR items 1, 2, and 3, and for "ONE YEAR" on item 4.

Proposal	What It Is	Board's Recommendation	Why It Matters
1. Election of Directors	Vote for two Class III directors: Athena Countouriotis, M.D. and Sandip Kapadia.	FOR Both	You're selecting the people who oversee management and make strategic decisions.
2. Ratify Auditor	Approve KPMG LLP as the independent accounting firm for 2026.	FOR	A routine but crucial check on the company's financial reporting.
3. Advisory Vote on Pay (Say-on-Pay)	A non-binding vote to approve executive compensation.	FOR	This is your chance to voice approval or disapproval of how top executives are paid.
4. Advisory Vote on Pay Frequency	Decide how often you should vote on executive pay: every 1, 2, or 3 years.	FOR "ONE YEAR"	The board believes annual votes keep management most accountable to shareholders.

👉 Note: Proposals 3 and 4 are "advisory," meaning they aren't legally binding but the board pledges to consider your input.

👥 Who's Running the Show — Board & Governance

The board is committed to strong governance. Here’s how it’s structured:

Separate Leadership: The roles of Chairperson (Maxine Gowen, Ph.D.) and CEO (William Chou, M.D.) are split. This separates the oversight role from the day-to-day operational role.
Independent Directors: The board determined that six of its seven directors are independent. The only non-independent director is the CEO.
Key Committees: The board has three main committees, all with independent directors:
- Audit Committee: Oversees financial reporting, internal controls, and cybersecurity risk. Chaired by Sandip Kapadia.
- Compensation Committee: Sets pay for executives and directors. Chaired by Athena Countouriotis, M.D.
- Nominating & Governance Committee: Handles director nominations and governance practices. Chaired by Maxine Gowen, Ph.D.
Cybersecurity Oversight: Given their work with sensitive clinical data, the board has a formal process to oversee cybersecurity risks, with regular reporting to the Audit Committee.

💼 Executive Compensation — The Pay Packages

The filing reveals how much the top executives were paid in 2025 and 2024. The named executives are:

William Chou, M.D. (President & CEO)
Kathleen Borthwick (Chief Financial Officer)
Edgar B. (Chip) Cale (Former General Counsel, who passed away in June 2025)

Here’s a simplified snapshot of their total compensation for 2025:

Dr. Chou: $1,486,763 (a decrease from $1,636,770 in 2024)
Kathleen Borthwick: $851,839 (a slight decrease from $861,698)
Chip Cale: $593,290 (for part of the year; down from $881,920)

👉 What’s in the pay? The total includes salary, cash bonuses (non-equity incentive plan), and the value of stock/option awards granted that year. The shifts in pay reflect changes in roles, performance, and the timing of equity grants.

📦 Financial Position & Important Notes

A few key financial and procedural points stand out:

Reverse Stock Split: The company executed a 1-for-20 reverse stock split on July 14, 2025. This reduces the number of shares outstanding and increases the per-share price, often to maintain listing requirements.
Smaller Reporting Company: Passage Bio qualifies as a "smaller reporting company," which allows it to provide less detailed executive compensation disclosures.
Clawback Policy: They have a policy to recover ("claw back") incentive compensation from executives if financial results are later restated due to error.
Anti-Hedging: Company insiders are prohibited from hedging or speculating on Passage Bio's stock.

🔮 What's Next — Beyond the Vote

While this document focuses on governance, the underlying business strategy continues:

The primary mission remains advancing its gene therapy pipeline through clinical trials.
Success depends on securing future funding and achieving positive clinical data.
The outcomes of the votes on director election and compensation will influence board composition and executive incentives as they pursue these goals.

⚖️ Big Picture — Strengths & Risks

👍 Strengths:

Governance Structure: Separate Chair/CEO roles and a largely independent board are best practices.
Formal Oversight: Clear committee responsibilities, especially for complex areas like cybersecurity and compensation.
Accountability Tools: Use of a clawback policy and anti-hedging rules aligns management interests with shareholders.

⚠️ Risks:

Clinical Stage Risk: The company's future value hinges entirely on the success or failure of its clinical trials, not yet reflected in this governance-focused document.
Cash Burn & Dilution: As a pre-revenue biotech, it will need to raise more capital, likely by issuing more shares, which can dilute existing shareholders.
Execution Risk: The complexity of gene therapy development poses significant scientific, regulatory, and manufacturing challenges.

🧠 The Analogy — A University Board Meeting

Imagine Passage Bio is a university's research department that's trying to invent a revolutionary cure. This proxy statement isn't about the research data. Instead, it's the board meeting agenda where:

You elect the department chairs (Proposal 1).
You approve the external auditors who check the lab's budget (Proposal 2).
You give a thumbs-up or thumbs-down on how the lead researchers are being paid (Proposal 3 & 4). The real excitement is in the lab (clinical trials), but this meeting ensures the oversight and incentives are set up properly to keep the lab focused and trustworthy.

🧩 Final Takeaway

This DEF 14A is Passage Bio's annual governance and compensation report. You are being asked to vote on the directors who oversee the high-risk gene therapy mission, to ratify the auditors, and to give your advisory opinion on executive pay. The company follows standard governance practices, but its ultimate success rests on the clinical outcomes of its pipeline, which are not detailed here.

Passage BIO, Inc. — DEF 14A Filing