Voyager Therapeutics,Inc. (NASDAQ:VYGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On January1, 2017, the Board of Directors of Voyager
Therapeutics,Inc. (the Company) entered into an employment
agreement with Jane Pritchett Henderson (the Henderson Agreement)
appointing Ms.Henderson as the Companys Senior Vice President and
Chief Financial Officer.

Ms.Henderson previously served as the Senior Vice President,
Chief Financial and Business Officer of Kolltan
Pharmaceuticals,Inc., a biopharmaceutical company, from
February2013 to November2016. Prior to joining Kolltan
Pharmaceuticals, Ms.Henderson served as the Vice President,
Business Development of ISTA Pharmaceuticals,Inc., an eye care
company, from June2010 to June2012, when ISTA Pharmaceuticals was
acquired by Bausch Lomb Incorporated. Prior to joining ISTA
Pharmaceuticals, Ms.Henderson served as the Executive Vice
President, Chief Financial Officer and Head of Business
Development of Axerion Pharmaceuticals,Inc., a pharmaceutical
company, from September2009 to June2010, provided independent
consulting services from February2009 to September2009 and served
as the Executive Vice President, Chief Financial Officer and
Chief Business Officer of Panacos Pharmaceuticals,Inc., a
pharmaceutical company, from January2008 to February2009. Prior
to that, Ms.Henderson served in a variety of senior investment
banking roles at HSBC Holdings plc, Canadian Imperial Bank of
Commerce, Lehman Brothers and Salomon Brothers. Ms.Henderson
received a B.S. in Psychology from Duke University.

to the Henderson Agreement, Ms.Henderson will report to the
Companys President and Chief Executive Officer, and her base
annual salary will be $370,000. Going forward, Ms.Henderson will
be eligible to receive an annual performance bonus targeted at
30% of her base salary, with the actual amount of such bonus, if
any, to be determined by the Companys Board of Directors.
Ms.Henderson will also be entitled to participate in the benefits
and insurance programs generally available to all Company
employees. Ms.Henderson will also receive $50,000 in annual
living assistance payments and reimbursement for a realtors fee
on an apartment rental.

In connection with her hiring, Ms.Henderson will receive an
option to purchase 214,000 shares of the Companys common stock
(with a per-share exercise price equal to the closing price of
the Companys common stock on the NASDAQ Global Select Market on
the date of grant), with a 10-year term. Twenty-five percent of
the shares underlying the awards will vest on the first
anniversary of the grant date with the remaining seventy-five
percent to vest monthly over the subsequent 36-month period,
subject to Ms.Hendersons continued employment with the Company
over such period. The stock option will be granted under the
Companys 2015 Stock Option and Incentive Plan.

The Henderson Agreement provides further that, if Ms.Henderson is
terminated without cause or resigns for good reason, she will be
entitled to severance as follows: continuation of base salary for
twelve (12) months plus an amount equal to one times her pro rata
annual bonus, payable over twelve months, and continuation of
group health plan benefits for up to twelve (12) months to the
extent authorized by and consistent with COBRA. Cause and good
reason are as defined in the Henderson Agreement. In the event
that such termination without cause or resignation for good
reason occurs within a twelve-month period following a sale event
(as defined in the Henderson Agreement), Ms.Henderson will also
be entitled to acceleration of time-based vesting on any equity
awards held by Ms.Henderson at such time.

The foregoing summary of the Henderson Agreement is qualified in
its entirety by reference to the complete text of the Henderson
Agreement, a copy of which is filed as Exhibit10.1 to this
Current Report on Form8-K and is incorporated herein by
reference.

In connection with Ms.Hendersons appointment, effective as of
January1, 2017, the Board of Directors of the Company designated
Ms.Henderson as an executive officer of the Company as such term
is defined under Rule3b-7 under the Securities Exchange Act of
1934, as amended, or the Exchange Act, and an officer as such
term is defined under Rule16a-1(f)of the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

About Voyager Therapeutics, Inc. (NASDAQ:VYGR)

Voyager Therapeutics, Inc. is a clinical-stage gene therapy company. The Company is focused on developing life-changing treatments for patients suffering from severe diseases of the central nervous system (CNS). The Company’s product pipeline includes programs for Parkinson’s disease, a monogenic form of amyotrophic lateral sclerosis (ALS), Friedreich’s ataxia, Huntington’s disease, spinal muscular atrophy (SMA), frontotemporal dementia, Alzheimer’s disease and severe, chronic pain. Its products include VY-AADC01 for Advanced Parkinson’s Disease, VY-SOD101 for Monogenic amyotrophic lateral sclerosis (ALS), VY-FXN01 for Friedreich’s Ataxia, VY-HTT01 for Huntington’s Disease and VY-SMN101 for spinal muscular atrophy (SMA). VY-AADC01 consists of the AAV2 capsid, which has been used in multiple adeno-associated virus (AAV) gene therapy clinical trials for various diseases, and the cytomegalovirus promoter that drives expression of the AADC transgene.

Voyager Therapeutics, Inc. (NASDAQ:VYGR) Recent Trading Information

Voyager Therapeutics, Inc. (NASDAQ:VYGR) closed its last trading session down -0.28 at 12.74 with 67,686 shares trading hands.