Board shakeup at Design Therapeutics (DSGN) as Justin Gover joins, chairs comp panel

Rhea-AI Filing Summary

Design Therapeutics reported a board change effective September 9, 2025. Director Arsani William, M.D. resigned from the board, and the company stated his resignation was not due to any disagreement over operations, policies, or practices.

On the same date, the board appointed Justin Gover as a Class III director with a term running through the 2027 annual meeting of stockholders. He was also named chair of the Compensation Committee. Under the company’s non-employee director compensation policy, he will receive annual cash retainers of $40,000 for board service and $12,000 for serving as Compensation Committee chair, plus stock options to purchase 30,000 shares vesting over three years and a prorated annual option for 15,833 shares vesting over one year.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001807120false00018071202025-09-092025-09-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 09, 2025

Design Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40288	82-3929248
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6005 Hidden Valley Road Suite 110
Carlsbad, California				92011
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (858) 293-4900

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		DSGN		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

On September 9, 2025, Arsani William, M.D., tendered his resignation as a member of the board of directors (the “Board”) of Design Therapeutics, Inc. (the “Company”), effective September 9, 2025 (the “Effective Date”), which was not the result of any disagreement with the Company on any matter related to its operations, policies or practices.

On September 9, 2025, the Board appointed Justin Gover as a member of the Board as a Class III director, effective as of the Effective Date, with a term ending at the Company’s 2027 annual meeting of stockholders. Mr. Gover was also appointed as chair of the Compensation Committee of the Board (the “Compensation Committee”).

Pursuant to the Company’s non-employee director compensation policy (the “Compensation Policy”), (i) Mr. Gover is entitled to receive an annual cash retainer of (a) $40,000 for service on the Board and (b) $12,000 for service as chair of the Compensation Committee, and (ii) Mr. Gover received (a) an initial option grant to purchase 30,000 shares of our common stock, which vests monthly over a three-year period, and (b) a prorated annual option grant to purchase 15,833 shares of our common stock, which vests monthly over a one-year period. The foregoing description of the Compensation Policy is qualified in its entirety by the full text of the Compensation Policy, a copy of which is filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2025.

The Company and Mr. Gover have also entered into the Company’s standard indemnification agreement for the Company’s directors and officers, a copy of which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 10, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Design Therapeutics, Inc.
Date:	September 10, 2025	By:	/s/ Pratik Shah, Ph.D.
			Pratik Shah, Ph.D. President, Chief Executive Officer and Chairperson

FAQ

What board changes did Design Therapeutics (DSGN) disclose in this 8-K?

Design Therapeutics reported that director Arsani William, M.D. resigned from the board effective September 9, 2025. The board simultaneously appointed Justin Gover as a Class III director and chair of the Compensation Committee, with a term ending at the company’s 2027 annual stockholder meeting.

Did Arsani William, M.D. resign from Design Therapeutics (DSGN) over a disagreement?

No. Design Therapeutics stated that Arsani William, M.D. resigned effective September 9, 2025, and specifically noted that his resignation was not the result of any disagreement with the company regarding its operations, policies, or practices, indicating an orderly governance transition.

Who is Justin Gover and what role will he have at Design Therapeutics (DSGN)?

Justin Gover has been appointed to the Design Therapeutics board as a Class III director effective September 9, 2025. His term runs through the 2027 annual meeting of stockholders, and he will also serve as chair of the Compensation Committee under the company’s governance structure.

What cash compensation will new director Justin Gover receive from Design Therapeutics (DSGN)?

Under the non-employee director compensation policy, Justin Gover will receive an annual cash retainer of $40,000 for serving on the board and an additional $12,000 annually for serving as chair of the Compensation Committee, reflecting his board and committee leadership responsibilities.

What stock options were granted to Justin Gover by Design Therapeutics (DSGN)?

Design Therapeutics granted Justin Gover an initial option to purchase 30,000 shares of common stock vesting monthly over three years. He also received a prorated annual option to buy 15,833 shares vesting monthly over one year, aligning his incentives with shareholder interests.

Does Design Therapeutics (DSGN) provide indemnification to new director Justin Gover?

Yes. The company and Justin Gover entered into Design Therapeutics’ standard indemnification agreement for directors and officers. The form of this agreement is filed as Exhibit 10.1 to the company’s Form 10-K for the year ended December 31, 2024, previously filed with the SEC.