Form 4: Passage Bio Director Athena Countouriotis Granted Over 200,000 Stock Options

Passage Bio, Inc. announced that Director Athena Countouriotis was granted 201,857 stock options with an exercise price of $0.3598, vesting on the earlier of the one-year anniversary of the grant or the 2026 Annual Meeting.

Summary

• Athena Countouriotis, a Director of Passage BIO, Inc. (PASG), was granted 201,857 stock options.
• The options have an exercise price of $0.3598 per share.
• The grant date for these options was May 28, 2025.
• The options are set to expire on May 28, 2035.
• Vesting occurs in full on the earlier of the one-year anniversary of the grant date (May 28, 2026) or the date of the issuer's 2026 Annual Meeting of stockholders, contingent on continuous service.

Sentiment

Score: 7

Explanation: The grant of stock options to a director is generally a positive event as it aligns management's interests with shareholders and incentivizes long-term performance. While there's potential for future dilution, it's a standard compensation mechanism.

Positives

• The grant of stock options to Director Athena Countouriotis aligns her interests with those of the shareholders, incentivizing long-term performance.
• The options have a 10-year expiration period, providing a long-term incentive horizon.

Negatives

• The issuance of new stock options could lead to potential future dilution for existing shareholders if exercised.

Risks

• The value of the stock options is dependent on the future stock price of Passage BIO, Inc. exceeding the exercise price of $0.3598.
• The vesting of the options is subject to the director's continuous service to the issuer, meaning the options could be forfeited if service ceases before vesting.

Future Outlook

The vesting schedule for the granted stock options indicates a future milestone for the director's equity compensation, aligning with the company's long-term incentive strategy.

Management Comments

• "The stock option vests in full on the earlier of: (i) the one year anniversary of the grant date or (ii) the date of the issuer's 2026 Annual Meeting of its stockholders, subject to the reporting person's continuous service to the issuer on such date."
• "The undersigned hereby constitutes and appoints Kathleen Borthwick, Edgar Cale and William Chou... the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned... Forms 3, 4 and 5..."

Industry Context

This transaction is a standard practice in the biotechnology and pharmaceutical industries for compensating directors and aligning their interests with company performance and shareholder value creation.

Comparison to Industry Standards

• Granting stock options to directors is a common compensation practice across publicly traded companies, particularly in the biotechnology sector, to incentivize long-term commitment and performance.
• The exercise price of $0.3598 is based on the market price at the time of grant, which is typical for such awards.

Corporate Governance

Related Party Transactions

• The grant of 201,857 stock options to Director Athena Countouriotis constitutes a related party transaction, as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: Potential for future dilution if options are exercised, but also benefit from aligned interests of the director with long-term company performance.

Next Steps

• The stock options will vest on the earlier of May 28, 2026, or the date of the 2026 Annual Meeting of stockholders, subject to continuous service.

Key Dates

Keywords

Passage BIO, PASG, stock options, director compensation, insider transaction, Form 4, equity grant, Athena Countouriotis, biotechnology, pharmaceuticals