LOGC ContextLogic Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LOGICBIO THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

n/a

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LogicBio Therapeutics, Inc.

65 Hayden Avenue, Floor 2

Lexington, MA 02421

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 17, 2022

The Notice of 2022 Annual Meeting of Stockholders, the proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or our Annual Report, are available for viewing, printing and downloading at www.proxyvote.com. These documents are also available to any stockholder who wishes to receive a paper copy by calling 1-800-579-1639, by emailing sendmaterial@proxyvote.com, by submitting a request over the Internet at www.proxyvote.com.

Additionally, you can find a copy of the proxy statement and our Annual Report on the SEC’s website at www.sec.gov, or in the “Investors” section of our website at www.logicbio.com. You may also obtain a printed copy of our Annual Report, free of charge, by sending a written request to: LogicBio Therapeutics, Inc., 65 Hayden Avenue, Floor 2, Lexington, MA 02421, Attention: Corporate Secretary. Exhibits, if any, will be provided upon written request and payment of an appropriate processing fee.

TABLE OF CONTENTS

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LogicBio Therapeutics, Inc.

65 Hayden Avenue, Floor 2

Lexington, MA 02421

Implications of Being an “Emerging Growth Company”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and therefore we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We have taken advantage of these reduced reporting obligations in this proxy statement. Accordingly, the information contained herein may be different than the information you receive from other public companies that are not emerging growth companies in which you hold stock.

Why is the Company soliciting my proxy?

The Board of Directors of LogicBio is soliciting your proxy to vote at the Annual Meeting to be held virtually via live webcast on Friday, June 17, 2022 at 10:00 a.m. ET, and any adjournments or postponements of the meeting. This proxy statement along with the accompanying Notice of 2022 Annual Meeting of Stockholders summarizes the purposes of the Annual Meeting and the information you need to know to vote at the Annual Meeting.

When will this proxy statement and the accompanying materials be available to stockholders?

We intend to commence distribution of the Notice, and if applicable, the proxy materials, to all stockholders entitled to vote at the Annual Meeting on or about April 29, 2022. The proxy materials, including the Notice of 2022 Annual Meeting of Stockholders, the accompanying proxy card, this proxy statement and the 2021 annual report, or the Annual Report, will be made available to the stockholders on the Internet on the same date.

A complete list of registered stockholders will be available to stockholders of record at least ten (10) days before the Annual Meeting and during normal business hours at 65 Hayden Avenue, Floor 2, Lexington, Massachusetts 02421. The stockholder list will also be available to stockholders for examination during the Annual Meeting at www.virtualshareholdermeeting.com/LOGC2022.

Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of 2021 Annual Meeting of Stockholders, Proxy Statement and Annual Report are available on our website, no information contained on such websites is incorporated by reference in or considered to be a part of this document. Stockholders who previously elected not to receive a Notice will instead receive a paper copy of the proxy materials by mail.

When is the record date for the Annual Meeting?

The Company’s Board of Directors fixed the record date for the Annual Meeting as of 5:00 p.m. ET on April 26, 2022. Only stockholders who owned shares of our Common Stock at 5:00 p.m. ET on April 26, 2022 are entitled to vote at the Annual Meeting.

How do I attend the Annual Meeting?

Our Annual Meeting will begin promptly at 10:00 a.m. ET in a virtual meeting format at www.virtualshareholdermeeting.com/LOGC2022. To participate in the Annual Meeting, you will need the unique control number included in your Notice or your proxy card. We encourage you to access the meeting prior to the start time. You may log in to the virtual Annual Meeting starting fifteen (15) minutes before the meeting.

You are entitled to participate in the Annual Meeting only if you are a stockholder as of 5:00 p.m. ET on the record date or if you hold a valid proxy for the Annual Meeting.

What if there are technical difficulties during the virtual Annual Meeting?

Beginning fifteen (15) minutes prior to the Annual Meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website (www.virtualshareholdermeeting.com/LOGC2022). If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website fifteen (15) minutes prior to the Annual Meeting.

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Why did I receive the Notice in the mail instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC we have elected to provide access to our proxy materials by Internet. Accordingly, we are sending the Notice to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referenced in the Notice and to request to receive, free of charge, a printed set of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet or through email to help reduce the environmental impact of our Annual Meeting.

How many votes can be cast by all stockholders?

A total of 32,962,733 shares of Common Stock of the Company were outstanding on April 26, 2022 and are entitled to be voted at the meeting. Each share of Common Stock is entitled to one vote on each matter.

Who may attend the Annual Meeting?

Only stockholders as of the record date, their proxy holders and guests invited by the Company may attend the Annual Meeting virtually by accessing www.virtualshareholdermeeting.com/LOGC2022 and entering the unique control number found on the Notice or the proxy card.

If your shares are held by a bank, broker or other nominee, you can attend the Annual Meeting by contacting the broker or other nominee who holds your shares to obtain a broker’s proxy card and using the control number found on the broker’s proxy card.

What is the difference between being a stockholder of record and a beneficial owner?

As summarized below, there are some differences between being a “stockholder of record” and a “beneficial owner.”

Stockholder of record: If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are the stockholder of record, and the proxy materials are being sent directly to you.

Beneficial owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee, who is considered to be the stockholder of record. As the beneficial owner, you have the right to tell your nominee how to vote, and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your nominee authorizing you to do so. Your nominee has sent you instructions on how to direct the nominee’s vote. You may vote by following those instructions.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

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Telephone and Internet voting for stockholders of record will be available up until 11:59 p.m. ET on June 16, 2022, and mailed proxy cards must be received by June 16, 2022 in order to be counted at the Annual Meeting. If the Annual Meeting is adjourned or postponed, these deadlines may be extended.

If your shares of Common Stock are held in street name (that is, held for your account by a broker, bank or other nominee), as described further above, please refer to the materials provided by your broker, bank or other nominee for voting instructions.

What vote is required to approve each item and what are the Board of Directors’ recommendations on how to vote my shares?

Who pays the cost for soliciting proxies?

The Company will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock, as well as support for hosting of the virtual Annual Meeting. The Company may solicit proxies by mail, personally, by telephone or by Internet through its officers, directors and other management employees, who will receive no additional compensation for such services. The Company may also utilize the assistance of third parties in connection with our proxy solicitation efforts and, if used, the Company would compensate such third parties for their efforts. We do not currently plan to engage any such third party.

May my broker vote for me?

If your broker holds your shares in street name, the broker may vote your shares on certain “routine” matters even if it does not receive instructions from you. At the Annual Meeting, your broker may, without instructions from you, vote on Proposal 2, which is considered a routine matter, but not on any of the other proposals (which is referred to as a “broker non-vote”). Broker non-votes are shares represented at the Annual Meeting held by brokers, bankers or other nominees for which instructions have not been received from the beneficial owners or persons entitled to vote such shares and such brokers, bankers or other nominees do not have discretionary voting power to vote such shares.

Can I change or revoke my vote?

You may change or revoke your proxy at any time before it is voted by notifying the Corporate Secretary in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone up until 11:59 p.m. ET on June 16, 2022, or by attending the Annual Meeting and voting online during the Annual Meeting. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, online or by proxy, of holders of at least a majority of the total number of outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

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Could other matters be decided at the Annual Meeting?

The Board of Directors does not know of any other matters that may be presented for action at the Annual Meeting. Under our Bylaws the deadline for stockholders to notify us of any proposals or director nominations to be presented at the Annual Meeting has passed. Should any other business come before the meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.

What happens if the Annual Meeting is postponed or adjourned?

Subject to the provisions of our Bylaws your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted. If the Annual Meeting is adjourned or postponed for any reason, at any subsequent reconvening of the Annual Meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Annual Meeting unless you withdraw or revoke your proxy.

What does it mean if I receive more than one Notice or proxy card?

If you receive more than one Notice or proxy card, it may be because you have multiple accounts at the transfer agent or with a broker or other nominee. Please complete and return all proxy cards to ensure that all of your shares are voted.

Can I elect to receive electronic delivery of the Company’s proxy materials?

Most stockholders can elect to view future proxy materials over the Internet instead of receiving paper copies in the mail by following the instructions on your Notice. You can choose this option and access the information you need on a more-timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy by mail or by voting at the Annual Meeting. If your shares are held in street name, your bank, broker or other nominee may under certain circumstances vote your shares if you do not timely return your proxy. Under applicable stock exchange rules, nominees subject to these rules are expected to have this discretionary voting authority with respect to ratification of the appointment of our independent registered public accounting firm (Proposal 2). However, they will not have this discretionary voting authority with respect the election of directors (Proposal 1). As a result, if the beneficial owners have not provided instructions with respect to the election of directors (Proposal 1), those beneficial owners’ shares will be considered broker non-votes. We encourage you to provide voting instructions to your bank, broker or other nominee by giving your proxy to them. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your bank, broker or other nominee about how to submit your proxy to them at the time you receive this proxy statement.

Where can I find the voting results?

We expect to announce the preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which we are required to file with the SEC within four (4) business days following the Annual Meeting.

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CORPORATE GOVERNANCE

BOARD COMPOSITION AND STRUCTURE

Our Fourth Amended and Restated Certificate of Incorporation, or our Charter, states that the Board of Directors shall consist of not fewer than three and not more than fifteen members, and the precise number of directors shall be fixed by a resolution of the Board of Directors. Each director holds office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Our Charter provides that our directors may be removed only for cause by the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, at a meeting of the stockholders called for that purpose. Vacancies in the Board of Directors, including a vacancy that results from an increase in the number of directors, may be filled by a vote of the majority of the directors then in office, even if less than a quorum, except that any vacancy created by the removal of a director by the stockholders for cause shall only be filled by vote of a majority of the outstanding shares of Common Stock.

Our Charter provides that the Board of Directors is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our Charter and Bylaws, our Class I directors, if elected at the Annual Meeting, will serve until the 2025 annual meeting of stockholders, our Class II directors will serve until the 2023 annual meeting of stockholders and our Class III will serve until the 2024 annual meeting of stockholders. Any additional directorships resulting from an increase in the number of directors will be apportioned by the Board of Directors among the three classes.

Director Independence

Under The Nasdaq Stock Market, or Nasdaq, Listing Rule 5605, a majority of a listed company’s board of directors must consist of independent directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee and nominating and corporate governance committee be independent and, in the case of the audit committee and compensation committee, satisfy additional independence criteria set forth in Rules 10A-3 and 10C-1, respectively, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of our directors, other than Mr. Chereau, our Chief Executive Officer, is “independent” as that term is defined under Nasdaq Listing Rule 5605(a)(2). Our Board of Directors also determined that each of the current members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee satisfies the independence standards for such committee established by the SEC and Nasdaq Listing Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non-employee director has with the Company and all other facts and circumstances deemed relevant in determining their independence.

Board Membership Criteria

As reflected in our Corporate Governance Guidelines, it is the policy of the Board of Directors that all directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stockholders. The Nominating and Corporate Governance Committee and the Board of Directors believe that each director should possess the requisite ability, judgment and experience to oversee the Company’s business, and should contribute to the overall diversity of the Board of Directors. Our Corporate Governance Guidelines set forth criteria for nomination as a director of the Company. The Board of Directors considers the qualifications of directors and director candidates individually and in the broader context of its overall composition and the Company’s current and anticipated future needs. In particular, the Board of Directors considers diversity of background and experience, as well as ethnicity, gender and other forms of diversity. Stockholders may also nominate persons to be elected as directors in accordance with our Bylaws and applicable law, as described under “General Matters—Stockholder Proposals and Nominations.” The Nominating and Corporate Governance Committee does not have a written policy regarding stockholder nominations, but has determined that it is the practice of the Nominating and Corporate Governance Committee to consider candidates proposed by stockholders if made in accordance with our Bylaws.

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Board Meetings and Attendance

The Board of Directors held five meetings during the year ended December 31, 2021. Each of the directors attended at least seventy-five percent (75%) of the meetings of the Board of Directors and the committees of the Board of Directors on which he or she served during the year ended December 31, 2021 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee and excluding any meetings in which a director was an interested party).

It is the practice of our Board of Directors to have a separate meeting session for the independent directors during every regularly scheduled meeting of the full Board of Directors.

It is the practice of our Board of Directors that its members make every effort to attend our annual stockholder meetings in person or be present via teleconference.

Board of Directors Leadership Structure

Our current Board leadership structure separates the positions of Chief Executive Officer and Chairperson of the Board of Directors. The Board believes that this separation is appropriate for the Company at this time because it allows for a division of responsibilities and a sharing of ideas between individuals having different perspectives. Our Chief Executive Officer, who is also a member of our Board of Directors, is primarily responsible for our operations and strategic direction, while our Board Chairperson, who is an independent member of the Board, presides over meetings of our Board of Directors, including executive sessions of the Board of Directors, performs oversight responsibilities and provides strategic guidance. Our Board of Directors has three standing Committees that are chaired by independent directors and consist entirely of independent directors. Our Board of Directors delegates substantial responsibilities to the committees, which then report their activities and actions back to the full Board of Directors. We believe our current Board of Directors and Committees structure represents an appropriate allocation of roles and responsibilities for our Company at this time because it strikes an effective balance between management and independent leadership participation in the Board of Directors meetings and Committee meetings.

The Board of Directors’ Role in Risk Oversight

The Board of Directors and its Committees play an important role in risk oversight at the Company through direct decision-making authority with respect to significant matters, as well as through the oversight of management by the Board of Directors. In particular, the Board of Directors administers its risk oversight function through (1) the review and discussion of regular periodic reports by the Board of Directors and its Committees on topics relating to the risks that the Company faces, (2) the approval by the Board of Directors (or a Committee of the Board of Directors) of significant transactions and other decisions, (3) the direct oversight of specific areas of the Company’s business by the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and (4) regular periodic reports from the auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to the Company’s internal control over financial reporting. The Board of Directors also relies on management to bring significant matters impacting LogicBio to its attention.

Pursuant to the Audit Committee Charter, the Audit Committee is responsible for reviewing and discussing with management and the Company’s independent registered public accounting firm the Company’s system of internal controls, its financial and critical accounting practices and its policies relating to risk assessment and management. As part of this process, the Audit Committee discusses the Company’s major financial risk exposures and steps that management has taken to monitor and control such exposures. In addition, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or accounting matters. See “Risks Related to Compensation Practices and Policies” below for information related to the Compensation Committee’s oversight of compensation-related risks.

Because of the role of the Board of Directors and its Committees in risk oversight, the Board of Directors believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to the Company’s operations. The Board of Directors acknowledges that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to the Company’s operations, but it believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

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BOARD COMMITTEES

The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which is comprised solely of independent directors and is described more fully below. Each Committee operates pursuant to a written charter, and each reviews and assesses the adequacy of its charter periodically and submits any proposed revisions to the Board of Directors for approval. The charter for each Committee is available on our website at www.logicbio.com, under the “Investors—Corporate Governance” section.

The following table describes which directors currently serve on each of the Board of Directors’ committees.

Audit Committee

Our Audit Committee is composed of J. Jeffrey Goater, Daphne Karydas and Michael Wyzga, with Mr. Wyzga serving as Chairperson of the Audit Committee. Mark Enyedy served as a member of the Audit Committee until September 2021. Mr. Goater joined our Audit Committee in September 2021. The Board of Directors has determined that each member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. The Board of Directors has determined that Mr. Wyzga is an “audit committee financial expert” within the meaning of the SEC regulations and applicable listing standards of Nasdaq. The Audit Committee’s responsibilities include:

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During the year ended December 31, 2021, the Audit Committee met four times. The report of the Audit Committee is included in this proxy statement under “Audit Committee Report.”

Compensation Committee

Our Compensation Committee is composed of Leon Chen, Mark Enyedy and Michael Wyzga, with Dr. Chen serving as Chairperson of the Compensation Committee. J. Jeffrey Goater served as a member of the Compensation Committee until September 2021. Mr. Enyedy and Mr. Wyzga joined our Compensation Committee in September 2021. The Board of Directors has determined that each member of the Compensation Committee is “independent” as defined under the applicable listing standards of Nasdaq and meets the independence criteria set forth in Rule 10C-1. The Compensation Committee’s responsibilities include:

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During the year ended December 31, 2021, the Compensation Committee met five times.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is composed of Susan Kahn, Daphne Karydas and Richard Moscicki, with Dr. Moscicki serving as Chairperson of the Nominating and Corporate Governance Committee. Mr. Enyedy served as a member of the Nominating and Corporate Governance Committee until March 2022. Ms. Karydas joined the Nominating and Corporate Governance Committee in September 2021, and Ms. Kahn joined the Nominating and Corporate Governance Committee in March 2022. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of Nasdaq. The Nominating and Corporate Governance Committee’s responsibilities include:

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The Nominating and Corporate Governance Committee met two times during the year ended December 31, 2021.

Compensation Consultants

As a part of determining compensation for our Senior Officers, the Compensation Committee engaged Arnosti Consulting, Inc., or Arnosti Consulting, and Aon’s Human Capital Solutions practice, a division of Aon plc, or Aon and collectively, the Compensation Consultants, as independent compensation consultants during 2021. Arnosti Consulting provided consulting services to the Company through June 2021, and Aon provided consulting services to the Company starting in July 2021. Arnosti Consulting and/or Aon provided analysis and recommendations to the Compensation Committee regarding the following:

In determining to engage the Compensation Consultants, the Compensation Committee considered each Compensation Consultant’s independence, taking into consideration relevant factors, including the absence of other services provided to the Company, and the amount of fees the Company paid to such Compensation Consultant as a percentage of its respective total revenue. The Compensation Consultants’ policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship any individual compensation advisor has with an executive officer of the Company, any business or personal relationship any individual compensation advisor has with any member of the Compensation Committee and any stock of the Company owned by the Compensation Consultants or their individual compensation advisors. The Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of each Compensation Consultant and its individual compensation advisors as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that each Compensation Consultant is independent pursuant to the independence standards set forth in the Nasdaq listing standards promulgated pursuant to Section 10C-1 of the Exchange Act.

Delegation of Authority and the Role of Management

The Compensation Committee may delegate to subcommittees, consisting of one or more members of the Compensation Committee, any of the responsibilities of the full Committee. The Compensation Committee may also delegate any of its responsibilities to the extent permitted by applicable law to the CEO and/or other Senior Officers, except that compensation actions affecting the CEO or other Senior Officers may not be so delegated to any Senior Officer.

A subset of our executive officers, including our CEO, participate in general sessions of our Compensation Committee. Management does not participate in executive sessions of our Compensation Committee. At the request of our Compensation Committee, our CEO makes compensation-related recommendations to the Compensation Committee with respect to annual base salary, target bonus and long-term incentive award grants for our executive officers, other than for himself. No member of the management team, including our CEO, has a role in determining his or her own compensation.

Risks Related to Compensation Practices and Policies

The Compensation Committee maintains a pay-for-performance compensation philosophy, but also recognizes that providing certain types of compensation incentives may inadvertently motivate individuals to act in ways that could be detrimental to the Company in order to maximize personal compensation. To mitigate such risk, the Compensation Committee reviews at least annually the overall structure and components of our compensation program and, with respect to our Senior Officers, the levels of compensation under such program. The Compensation Committee has reviewed our compensation program and believes that it does not encourage inappropriate actions or risk taking and is not reasonably likely to have a material adverse effect on our business. In addition, we do not believe that the mix or design of the components of our executive compensation program encourages our Senior Officers to assume excessive risks. We believe that our compensation program, current business process and planning cycle fosters the behaviors and controls that would mitigate the potential for adverse risk caused by the action of our Senior Officers, including the following:

HEDGING POLICY

As part of our Insider Trading Policy, our directors, officers and employees are prohibited from engaging in any hedging transactions of our Common Stock, including through variable prepaid forward contracts, equity swaps and collars, and exchange funds.

CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. A copy of our Code of Business Conduct and Ethics may be accessed free of charge by visiting our website at www.logicbio.com and going to the “Corporate Governance” tab under the “Investors” section, or by requesting a copy in writing from our Corporate Secretary at 65 Hayden Avenue, Floor 2, Lexington, Massachusetts 02421. We intend to post on our website any amendment to, or waiver under, a provision of the Code of Business Conduct and Ethics that applies to our directors and certain of our executive officers within four business days following the date of such amendment or waiver.

A copy of the Corporate Governance Guidelines may also be accessed free of charge by visiting our website at www.logicbio.com and going to the “Corporate Governance” tab under the “Investors” section, or by requesting a copy in writing from our Corporate Secretary at 65 Hayden Avenue, Floor 2, Lexington, Massachusetts 02421.

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DIRECTOR BIOGRAPHIES

Biographical information concerning our directors is set forth below.

Director Nominees (Class I Directors)

Mark Enyedy has served as a member of our Board of Directors since March 2020. Mr. Enyedy has served as the President, Chief Executive Officer, and a director of ImmunoGen, Inc. (Nasdaq: IMGN) since 2016. Prior to joining ImmunoGen, he served in various executive capacities at Shire PLC, a pharmaceutical company, from 2013 to 2016, including as Executive Vice President and Head of Corporate Development from 2014 to 2016, where he led Shire’s strategy, M&A, and corporate planning functions and provided commercial oversight of Shire’s pre-Phase 3 portfolio. Prior to joining Shire, he served as Chief Executive Officer and a director of Proteostasis Therapeutics, Inc., a biopharmaceutical company, from 2011 to 2013.

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Prior to joining Proteostasis, he served for 15 years at Genzyme Corporation, a biopharmaceutical company, most recently as President of the Transplant, Oncology, and Multiple Sclerosis divisions. Mr. Enyedy holds a J.D. from Harvard Law School and practiced law prior to joining Genzyme. Mr. Enyedy is also a director of Ergomed PLC (LSE: ERGO), the Biotechnology Innovation Organization and the American Cancer Society of Eastern New England. Within the past five years, he also served as a director of Akebia Therapeutics (Nasdaq: AKBA), Fate Therapeutics, Inc. (Nasdaq: FATE) and Keryx Biopharmaceuticals, Inc. We believe that Mr. Enyedy is qualified to serve on our Board of Directors because of his significant leadership experience, including as chief executive officer, in the life sciences industry.

J. Jeffrey Goater has served as a member of our Board of Directors since December 2020. Mr. Goater has served as a venture partner of The Column Group, a healthcare investment firm, since October 2021 and as Interim Chief Executive Officer of Atavistik Bio, a pre-clinical biotechnology company, since January 2022. Previously, he served as the Chief Executive Officer of Surface Oncology, Inc. (Nasdaq: SURF), a clinical-stage biopharmaceutical company, from February 2018 to March 2021. Mr. Goater previously was Secretary and Chief Business Officer of Surface from February 2017 to September 2018 and February 2017 to February 2018, respectively. Prior to Surface, Mr. Goater served as the Chief Financial Officer and held other senior business and finance positions at Voyager Therapeutics, Inc. (Nasdaq: VYGR), a clinical-stage gene therapy company, from September 2013 to December 2016. Prior to that, he served as Vice President of Business Development at Synageva BioPharma Corp. (subsequently acquired by Alexion Pharmaceuticals, Inc.), from April 2013 to July 2013, and before that, he worked as an investment banker at Evercore Partners Inc. (now Evercore Inc.), from April 2008 to April 2013, most recently as Managing Director. Before Evercore, Mr. Goater worked as an equity research analyst at Cowen and Company, LLC, covering the biopharmaceutical sector, from August 2004 to March 2008. He currently serves on the Board of Directors of Vaccinex, Inc. (Nasdaq: VCNX), Atavistik Bio, Inc., Ribon Therapeutics, Inc., Kallyope, Inc., and Surface. Mr. Goater received a B.A. in Biology, an M.S. in Pathology, an M.S. in Microbiology and Immunology and an M.B.A., all from the University of Rochester. We believe that Mr. Goater is qualified to serve on our Board of Directors due to his executive experience and experience in the life sciences industry.

Mark Kay has served as a member of our Board of Directors since January 2016. Dr. Kay is the Dennis Farrey Family Professor in Pediatrics, and a Professor of Genetics at Stanford University School of Medicine, where he heads the Division of Human Gene Therapy. Dr. Kay moved from the University of Washington to Stanford in 1998, where he has been on the faculty since that time. A founder of the American Society of Gene and Cell Therapy, or ASGCT, Dr. Kay served as ASGCT’s President from 2005 to 2006. Within the past five years, Dr. Kay has also served as a member of the Board of Directors of Genevant Sciences GmbH. He holds a B.S. in Physical Science from Michigan State University and an M.D. and Ph.D. from Case Western Reserve University. We believe that Dr. Kay is qualified to serve on our Board of Directors due to his significant expertise regarding our technology platform and his experience in the field of genetic medicine.

Directors With Terms Expiring In 2023 (Class II Directors)

Leon Chen has served as a member of our Board of Directors since January 2016. Dr. Chen is a partner at The Column Group, a healthcare investment firm, where he has been employed since October 2019. Prior to joining The Column Group, Dr. Chen was a venture partner at OrbiMed Advisors, a healthcare investment firm, from June 2013 to September 2019. Dr. Chen currently serves on the boards of directors of several privately held life sciences companies. Within the past five years, Dr. Chen also served on the Board of Directors of Nurix Therapeutics, Inc. (Nasdaq: NRIX). He has a B.A. in Biochemistry from U.C. Berkeley, a Ph.D. in Molecular Pharmacology from the Stanford School of Medicine and an M.B.A. from the Stanford Graduate School of Business. We believe that Dr. Chen is qualified to serve on our Board of Directors due to his venture capital experience, including his venture capital experience in the life sciences industry.

Susan Kahn has served as a member of our Board of Directors since December 2021. From September 2007 to November 2021, Ms. Kahn was the executive director of the National Tay-Sachs & Allied Diseases Association (NTSAD), a highly regarded patient advocacy group for children and adults affected by rare genetic diseases. Previously, she was at Genzyme Genetics, where she led initiatives to develop and execute new business opportunities, acquisition and partnering strategies, new product and technology assessments, and technology licensing. Before that, Ms. Kahn worked at Chiron Diagnostics in roles of increasing responsibility, including roles in business development and finance. Within the last five years, Ms. Kahn also served as a member of the Board of Directors of BioPontis Alliance Rare Disease Foundation, Inc. She earned an A.B. in Applied Mathematics-Economics from Brown University and an M.B.A. from the Tuck School of Business at Dartmouth. We believe that Ms. Kahn is qualified to serve on our Board of Directors due to her patient advocacy, business development and finance experience.

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Daphne Karydas has served as a member of our Board of Directors since December 2020. Ms. Karydas has served as the Chief Operating Officer and Chief Financial Officer of Flare Therapeutics, Inc., a pre-clinical pharmaceutical company, since October 2021. Prior to joining Flare, Ms. Karydas was the Chief Financial Officer of Syndax Pharmaceuticals, Inc. (Nasdaq: SDNX), a clinical-stage, biopharmaceutical company from July 2020 to October 2021. Ms. Karydas previously served as Senior Vice President of Corporate Financial Planning & Analysis and Strategy at Allergan plc, a pharmaceutical company, where she oversaw the company’s long-term financial and business strategy, until its acquisition by AbbVie Inc. (NYSE: ABBV) in May 2020. She joined Allergan in April 2017 as Senior Vice President of Global Investor Relations and Strategy, leading engagement with the investment community and business strategy development. Prior to joining Allergan, she served as Executive Director and Senior Healthcare Analyst at J.P. Morgan Asset Management from January 2015 to April 2017. Previously, she was a Portfolio Manager and Senior Healthcare Analyst at The Boston Company Asset Management, a BNY Mellon company. Earlier in her career, Ms. Karydas was a Vice President at Goldman Sachs Asset Management focused on healthcare, as well as a member of Goldman Sachs’ healthcare investment banking team. Before joining Goldman Sachs, she was a Project Chemical Engineer at Merck & Co. where she focused on process development for novel vaccines. Ms. Karydas currently serves on the Board of Directors of Eucrates Biomedical Acquisition Corp. (Nasdaq: EUCR), as well as on the board of Elicio Therapeutics, Inc. Ms. Karydas received a B.A. and M.S. in Chemical Engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School. We believe that Ms. Karydas is qualified to serve on our Board of Directors due to her financial, strategic, investor relations, and executive experience and her experience in the life sciences industry.

Directors With Terms Expiring In 2024 (Class III Directors)

Frederic Chereau has served as our President and Chief Executive Officer since April 2016 and serves a member of our Board of Directors. Prior to joining LogicBio, Mr. Chereau served as the President and Chief Operating Officer of aTyr Pharma Inc. (Nasdaq: LIFE) from February 2014 to July 2015. Before that, he worked at Shire Pharmaceuticals, a biopharmaceutical company, serving as Senior Vice President—Global Franchise Lead, Angioedema, from September 2012 to December 2013. Before the acquisition of Pervasis Therapeutics, Inc. by Shire, Mr. Chereau served as its President and Chief Executive Officer since October 2008. Before Pervasis, Mr. Chereau worked at Genzyme from 1999 to 2008, where he held various positions within the organization in Europe and in the United States, culminating in his position as Vice President and General Manager of the Cardiovascular Business Unit. Previously, he held various sales and marketing roles in a medical device company in France. Mr. Chereau serves on the Board of Directors of Dynacure S.A., a biotechnology company dedicated to the development of new treatments for patients affected by centronuclear myopathies, Coave Therapeutics, a clinical stage biotechnology company focused on developing gene therapies in rare ocular and central nervous system diseases, and on the strategic advisory board of La Rochelle Business School in France. He holds a bachelor’s degree in physics from Paris University, a graduate degree from ESC La Rochelle and an M.B.A. from INSEAD. We believe that Mr. Chereau is qualified to serve as a member of our Board of Directors based on his experience in the biotechnology industry, as well as his insight as our President and Chief Executive Officer.

Richard Moscicki has served as a member of our Board of Directors since October 2018 and as Chairperson since June 2020. Dr. Moscicki is currently the Executive Vice President for Science and Regulatory Advocacy and the Chief Medical Officer at Pharmaceutical Research and Manufacturers of America, a position he has held since October 2017. Previously, from March 2013 to October 2017, he served as Deputy Center Director for Science Operations for the U.S. Food and Drug Administration’s Center for Drug Evaluation and Research. From 2011 to 2013, Dr. Moscicki served as Senior Vice President and Head of Clinical Development at Sanofi Genzyme. Before that, he served as Chief Medical Officer at Genzyme Corporation from 1992 to 2011. Since June 2018, Dr. Moscicki has served as a director of Akcea Therapeutics, Inc., where he was also a member of the Nominating and Governance Committee and the Compensation Committee, until its acquisition by Ionis Pharmaceuticals, Inc. in 2020. He has also served as a director of KSQ Therapeutics, Inc. since September 2018. He received a B.S. and an M.D. from Northwestern University. We believe Dr. Moscicki is qualified to serve as a member of our Board of directors based on his extensive clinical and regulatory experience in the pharmaceutical industry.

Michael Wyzga has served as a member of our Board of Directors since September 2018. Mr. Wyzga is currently the President of MSW Consulting, Inc., a private company focused on strategic biotechnology consulting, a position he has held since November 2013. Prior to that, Mr. Wyzga served as President and Chief Executive Officer and a member of the Board of Directors of Radius Health, Inc. (Nasdaq: RDUS), a publicly traded biopharmaceutical company, from 2011 until 2013. Prior to that, Mr. Wyzga joined Genzyme Corporation in February 1998 and served in various senior management positions, most recently serving as Executive Vice President, Finance from 2003 until 2011 and as Chief Financial Officer from 1999 until 2011. Currently, Mr. Wyzga serves on the Boards of Directors of Tvardi Therapeutics, Inc., X4 Pharmaceuticals, Inc. (Nasdaq: XFOR), Adagio Therapeutics, Inc. (Nasdaq: ADGI), GenSight Biologics SA (EPA: SIGHT), and Mereo BioPharma

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Group plc (Nasdaq: MREO). Mr. Wyzga has served as a director of Tvardi since March 2021, as a director of X4 Pharmaceuticals since 2018 and as Chair of the Board of Directors since 2018, as a director of Adagio since July 2021, and as a director of GenSight Biologics since October 2013 and as Chairman since March 2016. Mr. Wyzga has served as a director and a member of the Audit Committee of Mereo since April 2019 and serves as Deputy Chair, and served as a director of OncoMed Pharmaceuticals, Inc. from February 2013 until its merger with Mereo in April 2019. From February 2015 to June 2021, Mr. Wyzga also served as a director of Exact Sciences Corporation (Nasdaq: EXAS), where he was also a member of the Audit and Compensation Committees. Mr. Wyzga also previously served as a director of Akebia Therapeutics, Inc. (Nasdaq: AKBA), a biotechnology company, from February 2014 until December 2018, as a director of Idenix Pharmaceuticals, Inc., a publicly traded biotechnology company that was acquired by Merck & Co. in August 2014, where he also served as the Chair of the Audit Committee and a member of the Compensation Committee, and as a member of the Supervisory Board of Prosensa Holding B.V., a biopharmaceutical company, from June 2014 until its acquisition by BioMarin Falcon B.V. in December 2014. He received an M.B.A. from Providence College and a B.S. from Suffolk University. We believe that Mr. Wyzga is qualified to serve on our Board of Directors due to his financial and executive experience as well as his extensive experience in the biotechnology industry.

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EXECUTIVE OFFICER BIOGRAPHIES

Biographical information for Frederic Chereau, our President and Chief Executive Officer, is included in this proxy statement under “Director Biographies.”

Daniel Gruskin has served as our Chief Medical Officer since May 2021. From August 2020 to May 2021, Dr. Gruskin served as our Senior Vice President, Clinical Development. Prior to joining LogicBio, Dr. Gruskin held various positions of increasing responsibility at Sanofi Genzyme, including serving as Head of Global Medical Affairs, Rare Disease from May 2016 to June 2019, Interim Head of North America Medical Affairs, Rare Disease from September 2017 to March 2018, and Vice President, Head of Data Generation and Communication from November 2014 to December 2016. In his capacity as Head of Global Medical Affairs, Rare Disease, Dr. Gruskin oversaw medical affairs, life cycle management, scientific affairs and other medical and development activities related to metabolic, rare and/or genetic diseases. Prior to his role at Sanofi Genzyme, Dr. Gruskin served as assistant professor, human genetics and pediatrics at Emory University School of Medicine, and as the chief of the genetics section at Children’s Healthcare of Atlanta. Dr. Gruskin received his M.D. from the Medical College of Georgia School of Medicine.

Cecilia Jones has served as our Chief Financial Officer and Treasurer since January 2021. Before joining the Company, Ms. Jones held various roles of increasing responsibility at Biogen Inc. (Nasdaq: BIIB), most recently serving as Vice President, Finance from June 2019 to January 2021, in which she supported Research & Development, worldwide Medical and Business Development Finance, advising senior management on investment prioritization to support the Company’s strategic goals. At Biogen, Ms. Jones also served as Senior Director, Corporate Finance from July 2015 to June 2019 and Senior Director, Commercial Operations from August 2014 to July 2015. Ms. Jones received a Licenciatura en Economia from Universidad de San Andres in Buenos Aires, Argentina and an M.B.A. from Harvard Business School.

Mariana Nacht has served as our Chief Scientific Officer since November 2020. Before joining the Company, Dr. Nacht served as Chief Scientific Officer of Cereius, Inc., from December 2019 to November 2020. Before that, she served as Chief Scientific Officer of Vivid Biosciences LLC, from January 2018 to July 2019; Vice President, Cancer Biology of KDAc Therapeutics, Inc. a biotechnology company, from February 2017 to January 2018 and Vice President, Head of Biology of Padlock Therapeutics, Inc. from July 2014 to July 2016. Dr. Nacht earned her B.S. in Biology and Spanish from Tufts University and her Ph.D. in Molecular Biology from the University of Pennsylvania.

Andrea Paul has served as our General Counsel and Corporate Secretary since May 2021. Prior to joining LogicBio, she held roles of increasing responsibility at Akebia Therapeutics, Inc. (Nasdaq: AKBA), where she served as Vice President, Legal from November 2020 to May 2021, as Vice President, Legal–Corporate and Securities from February 2020 to November 2020, and Senior Corporate and Securities Counsel from December 2017 to February 2020. While at Akebia, Ms. Paul was a strategic legal partner for the company’s merger with Keryx Biopharmaceuticals, Inc. as well as the company’s financing and business development transactions. Prior to Akebia, she served as Senior Corporate Counsel at Momenta Pharmaceuticals, Inc. from April 2016 to November 2017. Before that, she was an associate at Mintz, Levin, Cohn, Glovsky and Popeo, P.C., and Sullivan & Cromwell LLP. Ms. Paul received her J.D. from Harvard Law School, where she served as the Managing Editor of the Harvard Law Review, and her B.A. from Columbia University (Columbia College).

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