This proxy statement and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2021, are available at http://investors.adverum.com and www.proxyvote.com.

We intend to mail the proxy materials for the 2022 Annual Meeting on or about April 26, 2022.

The following questions and answers are intended to briefly address some commonly asked questions regarding the 2022 Annual Meeting. These questions and answers may not address all questions that may be important to you as a stockholder. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Our Board is made up of directors with extensive experience leading and advising biotechnology and pharmaceutical companies. Our Board strives to ensure that our directors have backgrounds that collectively add significant value to our strategic decisions and enable them to provide oversight of management to ensure accountability to our stockholders. In addition, we have worked hard to strike the right balance between long-term understanding of our business and fresh external perspectives, as well as to ensure diversity within the boardroom.

We believe that a diversity of viewpoints, background, experience and other characteristics, such as gender, race, ethnicity, culture, nationality and sexual orientation, are an important part of the composition of our Board. To this end, in 2018 our Board adopted the so-called “Rooney Rule,” by amending our Corporate Governance Guidelines to provide that when evaluating candidates for nomination and new directors, the Board shall:

Our Board’s Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and composition and organization of our Board. Through their work, we have assembled a Board composed of members with diverse backgrounds, skills and experience, and we believe this diversity contributes to an effective and well-balanced Board that is able to provide valuable insight into, and effective oversight of, our senior management team.

Below is a breakdown of the composition of our nominees for director and directors continuing following the 2022 Annual Meeting by board independence, non-employee status, and tenure of service (as of April 15, 2022), as well as the skills and experience possessed by our nominees for director and directors continuing following the 2022 Annual Meeting across selected categories that we believe are valuable to the oversight of our business.

In addition, the matrix below provides the diversity statistics for our Board.

Our Board is divided into three classes. Each class has a three-year term. Except as otherwise provided by law, vacancies on our Board may be filled only by individuals elected by a majority of the remaining directors. A director elected by our Board to fill a vacancy in a particular class, including a vacancy created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until such director’s successor is elected and has qualified, or until such director’s earlier death, resignation or removal.

Our Board currently consists of nine directors and no vacancies, divided into the three following classes:

The three nominees for Class II directors are Messrs. Machado and Scopa and Dr. Fischer, each of whom has agreed to stand for election as Class II directors. Each nominee was selected by the Board upon the unanimous recommendation of the Nominating and Corporate Governance Committee. Messrs. Machado and Scopa were previously elected to our Board by our stockholders. Dr. Fischer was appointed to our Board in June 2020 in connection with his appointment as our Chief Executive Officer. The specific experience, qualifications, attributes and skills of each nominee that led the Board to conclude that the individual should serve as a director are described in each nominee’s biography below. If elected, each nominee will serve for a three-year term expiring at the 2025 annual meeting of stockholders, or until his or her successor is elected and has qualified, or until his or her earlier death, resignation or removal.

Our directors are elected by a plurality of the votes cast. If a stockholder is voting by submitting a proxy card and a choice is specified on the proxy card by a stockholder, the shares will be voted as specified. If a choice is not specified on the proxy card, and authority to do so is not withheld, the shares will be voted “FOR” the election of the three nominees named above. If any of the nominees becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for the nominee may instead be voted for the election of a substitute nominee proposed by the Board. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

Pursuant to our Bylaws, written notice by stockholders of qualifying nominations for election to our Board of Directors must have been received by our Corporate Secretary by February 11, 2022. We received one notice from a stockholder holding 200 shares indicating that he intended to nominate himself at the 2022 Annual Meeting but not solicit proxies. If this nomination is properly presented at the meeting, the management proxy holders intend to use their discretionary authority to vote for election of the Board’s nominees (and not this stockholder). No other nominations for election to our Board may be made by stockholders at the 2022 Annual Meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR ALL” OF THE THREE CLASS II NOMINEES LISTED ABOVE FOR DIRECTOR. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR ALL” THE THREE CLASS II NOMINEES LISTED ABOVE FOR DIRECTOR.

Our nominees for director and directors continuing following the 2022 Annual Meeting and their ages as of April 15, 2022 are:

The following is a brief biography and discussion of the specific attributes, qualifications, experience and skills of each nominee for director and each director whose term will continue after the 2022 Annual Meeting. Our Board and management encourage each nominee for director and each continuing director to attend our annual meetings of stockholders.

Soo Hong Ms. Hong has served as the chief people officer at Sunbit, a financial technology company, since January 2022. At Sunbit, Ms. Hong is responsible for all talent and human resources functions including people services, recruiting, total rewards and compensation, and organizational development. Prior to joining Sunbit, Ms. Hong served as the chief people officer at National Veterinary Associates, an owner and operator of freestanding veterinary hospitals, from May 2019 to December 2021, where she was responsible for the oversight of people services, talent and learning, recruiting, and workplace support. From September 2017 to May 2019, Ms. Hong served as the chief human resources officer at Discovery Land Company, where she was responsible for oversight of a full portfolio of HR capabilities including talent acquisition and development, organizational development, learning, total rewards and HR operation. Prior to that, Ms. Hong served in leadership roles at Tinder, WeWork, Spencer Stuart and Russell Reynolds Associates. As a consultant, Ms. Hong has advised Capital One, Global Hyatt, and Pfizer on organizational, executive recruitment and engagement strategies. Ms. Hong earned a B.A. from Wellesley College and her M.B.A. from University of Chicago Booth School of Business. Ms. Hong has been chosen to serve on our Board due to her deep expertise in human capital management and executive and leadership development, as well as executive and board compensation design and governance serving rapidly growing organizations during periods of transformation.

Dawn Svoronos Ms. Svoronos has more than 30 years of experience in the biopharmaceutical industry, including extensive commercial work with the multinational pharmaceutical company Merck & Co. Inc., where she held roles of increasing seniority over more than 20 years of service. Prior to her retirement from Merck in 2011, Ms. Svoronos most recently served as President of Merck in Europe/Canada from 2009 to 2011, President of Merck in Canada from 2006 to 2009 and Vice-President of Merck for Asia Pacific from 2005 to 2006. Ms. Svoronos currently serves as the Chair of the Board of Theratechnologies Inc. and on the boards of directors of Global Blood Therapeutics, Inc., PTC Therapeutics, Inc. and Xenon Pharmaceuticals, Inc. Previously, Ms. Svoronos served on the boards of directors of Medivation Inc. and Endocyte, Inc. Ms. Svoronos also serves on the board of directors of Agnovos Healthcare Company, a privately held biotechnology company. She earned a B.A. in English and French literature from Carleton University in Ottawa, Canada. Ms. Svoronos has been chosen to serve on our Board due to her extensive global biopharmaceutical and commercial leadership experience.

Laurent Fischer, M.D. Dr. Fischer became our chief executive officer in June 2020 and our president in June 2021. Prior to that, Dr. Fischer served as senior vice president, head of the liver therapeutic area at Allergan PLC, a global pharmaceutical company, from November 2016 to June 2020, in which role he was responsible for the Liver Therapeutic R&D pipeline. Dr. Fischer served as chief executive officer of Tobira Therapeutics, a clinical-stage biopharmaceutical company from 2013 until Allergan acquired Tobira Therapeutics in November 2016, in which role he was responsible for taking the company public, completing the first study in NASH demonstrating an anti-fibrotic effect and selling the company to Allergan. Prior to Tobira, he served as chairman and chief executive officer of Jennerex, Inc., until its acquisition by SillaJen Biotherapeutics, Inc. Prior to Jennerex, he was co-founder, president and chief executive officer of Ocera Therapeutics and president and chief executive officer of Auxeris Therapeutics, Inc. Dr. Fischer serves as chairman of the board of directors of CTI Biopharma and on the board of directors at Mirum Pharmaceuticals, Inc. Dr. Fischer also serves on the board of directors of Lycia Therapeutics, a private company, and as a senior advisor on the Life Sciences Team at Frazier Healthcare Partners. Over the span of his career, Dr. Fischer has held roles of increasing responsibility at several companies, including, RXCentric, Inc. (now part of Allscripts Healthcare Solutions, Inc.), MedVantx Inc., Dupont Pharmaceuticals, Dupont-Merck and F. Hoffmann-La Roche. Dr. Fischer earned an undergraduate degree from the University of Geneva and his medical degree from the Geneva Medical School, Switzerland. Dr. Fischer’s experience as an executive in the pharmaceutical industry, knowledge of biopharmaceuticals, and his service as our Chief Executive Officer were the primary qualifications that led the Board to conclude that he should serve on our Board.

Patrick Machado Mr. Machado was a co-founder of Medivation, Inc., a biopharmaceutical company, and served as its chief business officer from 2009 to 2014 and as its chief financial officer from 2004 until his retirement in 2014. From 1998 to 2001, Mr. Machado worked with ProDuct Health, Inc., a medical device company, as senior vice president, chief financial officer and earlier as general counsel. Upon ProDuct Health’s acquisition by Cytyc Corporation, a diagnostic and medical device company, he served as a consultant to Cytyc to assist with transitional matters from 2001 to 2002. Earlier in his career, Mr. Machado worked for Morrison & Foerster LLP, an international law firm, and for the Massachusetts Supreme Judicial Court. Mr. Machado also currently serves on the boards of directors of Arcus Biosciences, Inc., Chimerix, Inc., Turning Point Therapeutics, Inc., Xenon Pharmaceuticals Inc., Roivant Sciences Ltd. (although he has advised Roivant Sciences that he will conclude his board service on or before June 30, 2022), and several private companies, and previously served on the boards of directors of Axovant Sciences, Inc., Endocyte, Inc., Inotek Pharmaceuticals Corporation (now Rocket Pharmaceuticals, Inc.), Medivation, Inc., Principia Biopharma Inc., and SCYNEXIS, Inc. Mr. Machado earned a B.A. in German and a B.S. in Economics from Santa Clara University and a J.D. from Harvard Law School. Mr. Machado has been chosen to serve on our Board due to his extensive experience dealing with the operational and financial issues of biopharmaceutical companies.

James Scopa Mr. Scopa served on the Investment Committee of MPM Capital, a life sciences venture capital firm, and was a Managing Director in MPM Capital’s San Francisco office from 2005 to 2017. Previously, Mr. Scopa spent 18 years advising growth companies in biopharmaceuticals and medical devices at Deutsche Banc/Alex. Brown & Sons and Thomas Weisel Partners. At Deutsche Banc Alex. Brown he served as Managing Director and Global Co-Head of Healthcare Investment Banking. Mr. Scopa has been a member of the advisory board and the investment advisory committee of OneVentures, an Australian venture capital firm, since July 2017. From January 2017 to June 2018, he was a fellow at Stanford University in the Distinguished Careers Institute. Mr. Scopa currently serves on the boards of directors of Aligos Therapeutics, Inc. and DICE Therapeutics, Inc. and the privately held biotechnology companies, Blade Therapeutics, Inc. and Neuron23, Inc. Mr. Scopa has previously served on the boards of directors of Semma Therapeutics, Inc. (sold to Vertex Pharmaceuticals, Inc.), True North Therapeutics, Inc. (sold to Bioverativ Inc.), Conatus Pharmaceuticals Inc., Peplin Inc. (sold to LEO Pharma Inc.), Solasia Pharma K.K. and TriVascular Technologies, Inc. (sold to Endologix, Inc.). Mr. Scopa earned an A.B. from Harvard College, an M.B.A. from Harvard Business School and a J.D. from Harvard Law School. Mr. Scopa has been chosen to serve on our Board due to his extensive experience as a venture capital investor in the biotechnology and biopharmaceuticals industries, prior experience as an investment banker in those industries, and his service as a director for numerous companies.

Mark Lupher, Ph.D. Dr. Lupher served as vice president of translational pharmacology and preclinical development at Sutro Biopharma, Inc., a publicly traded drug discovery, development and manufacturing company, from February 2016 to March 2020. In June 2013, Dr. Lupher founded VeritasRx Consulting, a consulting firm, and he has served as its president since that time, consulting for venture capital firms and biopharmaceutical companies, including Sutro Biopharma, Inc. from May 2014 to March 2016. Prior to VeritasRx, Dr. Lupher held various roles with Promedior, Inc., where he served as chief scientific officer from June 2010 to June 2013, as senior vice president, discovery research from June 2009 to June 2010 and as vice president, drug discovery from February 2007 to June 2009. Prior to Promedior, Dr. Lupher held various roles with ICOS Corporation from October 1998 to February 2007. Dr. Lupher earned a Ph.D. in immunology from Harvard University and a B.S. in microbiology from the University of Washington. Dr. Lupher has been chosen to serve on our Board due to his drug development experience.

Rabia Gurses Ozden, M.D. Dr. Ozden has served as the senior vice president, clinical development, at Ocular Therapeutix, Inc., a biopharmaceutical company focused on the formulation, development, and commercialization of innovative therapies for diseases and conditions of the eye, since January 2021. Dr. Ozden is responsible for leading the clinical development of its current and growing pipeline of indications focusing on the front and back of the eye. Prior to joining Ocular, Dr. Ozden served as the chief development officer at Akouos, Inc., a genetic medicine company, from September 2019 to January 2021, where she was responsible for leading the clinical development of its programs for sensorineural hearing loss. From January 2019 to August 2019, Dr. Ozden served as the chief medical officer of Nightstar Therapeutics plc., a gene therapy company, which was acquired by Biogen in 2019, where she was responsible for leading the clinical development of its programs for the inherited retinal diseases. Prior to Nightstar, from March 2018 to May 2019, Dr. Ozden consulted at Clementia Pharmaceuticals Inc., a biopharmaceutical company, where she was responsible for leading the clinical research and development in its dry eye program. From July 2015 to March 2018, she was the vice president, clinical research and development at Applied Genetic Technologies Corporation, a biotechnology company, responsible for leading the clinical development of its programs for the inherited retinal diseases. Prior to that Dr. Ozden held leadership roles at GlaxoSmithKline, Quark Pharmaceuticals, Bausch & Lomb Pharmaceuticals and Carl Zeiss Meditec AG. Dr. Ozden earned her M.D. from Hacettepe University School of Medicine. She completed her ophthalmology residency at Ankara University School of Medicine, and her clinical fellowship in Glaucoma at the New York Eye and Ear Infirmary. Dr. Ozden has been chosen to serve on our Board due to her extensive experience in ophthalmology, clinical development and operations, pharmacovigilance, regulatory affairs and gene therapy.

Scott M. Whitcup, M.D. Dr. Whitcup is the founder and chief executive officer of two companies focused on developing new therapies in ophthalmology and dermatology, Akrivista LLC and Whitecap Biosciences LLC, positions he has held since October 2015 and November 2015, respectively. He has also served on the clinical faculty at the UCLA Stein Eye Institute since July 2003. Previously, Dr. Whitcup served in a number of positions at Allergan, Inc., most recently as the executive vice president of research and development and chief scientific officer, from April 2009 to March 2015. Earlier in his career, Dr. Whitcup was the clinical director at the National Eye Institute at the National Institutes of Health. He previously served on the boards of directors of Menlo Therapeutics Inc., a biopharmaceutical company, and Nightstar Therapeutics plc, a gene therapy company, and currently serves on a number of private company boards. Dr. Whitcup earned a B.A. from Cornell University and an M.D. from Cornell University Medical College. He completed an internal medicine residency at UCLA and an ophthalmology residency at Harvard University at the Massachusetts Eye and Ear Infirmary. Dr. Whitcup has been chosen to serve on our Board due to his extensive experience in the discovery, development, and commercialization of drug products, his ophthalmologic expertise and his experience serving as a director for public companies.

The Audit Committee of our Board has selected Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022, and is seeking ratification of such selection by our stockholders at the 2022 Annual Meeting. Ernst & Young LLP has served as our independent registered public accounting firm since 2018. Representatives of Ernst & Young LLP are expected to be present at the 2022 Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst &Young LLP as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Adverum and our stockholders.

For the years ended December 31, 2021 and 2020, Ernst & Young LLP billed the approximate fees set forth below. All fees described in the table below were preapproved by the Audit Committee.

The Audit Committee is responsible for reviewing the terms of the proposed engagement of the independent registered public accounting firm for audit or permissible non-audit services and for preapproving all such engagements. The Audit Committee has adopted a policy for the preapproval of all audit and non-audit services to be performed for us by the independent registered public accounting firm. In providing any preapproval, the Audit Committee considers whether the services to be approved are consistent with the SEC’s rules on auditor independence. The Audit Committee has considered the role of Ernst & Young LLP in providing audit and audit-related services to us and has concluded that such services are compatible with Ernst & Young LLP’s role as our independent registered public accounting firm.

The affirmative vote of a majority of the shares cast in person or by proxy at the 2022 Annual Meeting (excluding abstentions and broker non-votes, if any) will be required to ratify the selection of Ernst & Young LLP.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2022. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THIS PROPOSAL.

The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at http://investors.adverum.com.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Adverum’s audited financial statements for the year ended December 31, 2021. The Audit Committee has discussed with Ernst & Young LLP (“E&Y”), Adverum’s independent registered public accounting firm for 2021, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee received from E&Y the written disclosures and the letter required by the applicable requirements of the PCAOB regarding E&Y’s communications with the Audit Committee concerning independence, and has discussed with E&Y its independence. Finally, the Audit Committee discussed with E&Y, with and without management present, the scope and results of E&Y’s audit of our financial statements for the year ended December 31, 2021.

Based on these reviews and discussions, the Audit Committee recommended to our Board that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules.

Accordingly, the Board is asking you to indicate your support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to Adverum’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.”

Because the vote is advisory, it is not binding on our Board, our Compensation Committee or us. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of this proposal requires “FOR” votes from the holders of a majority of the shares cast in person or by proxy (excluding abstentions and broker non-votes, if any).

Our stockholders have recommended, and our Board has approved, a frequency of each year for advisory votes on executive compensation. Accordingly, the next advisory vote on executive compensation will be at our 2023 Annual Meeting of Stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THIS PROPOSAL.

The Board of Directors is asking the stockholders to approve an amendment and restatement of our 2014 Employee Stock Purchase Plan (the “2014 ESPP”) to increase by 5,800,000 shares (from 3,000,000 shares to 8,800,000 shares) the number of shares of our common stock reserved for issuance under the 2014 ESPP.

The 2014 ESPP was approved by the Board on July 14, 2014 and by our stockholders on July 29, 2014, with subsequent non-material amendments that did not require stockholder approval. The 2014 ESPP is an employee benefit program that enables our qualified employees and our designated subsidiaries to purchase shares of our common stock through payroll deductions. The purposes of the 2014 ESPP are to assist our qualified employees and our certain designated subsidiaries in acquiring a stock ownership interest, as well as to encourage them to remain in the employ of us and our subsidiaries. The 2014 ESPP is intended to qualify for favorable federal income tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

We believe that the 2014 ESPP provides a valuable opportunity for employees to acquire an ownership interest in Adverum and provides stockholder value by aligning employee and stockholder interests. We rely on equity incentives to attract and retain our employees, and we believe that such incentives are essential to our long-term growth and future success. The proposed share increase will ensure that a sufficient reserve of common stock remains available under the 2014 ESPP to allow us to continue to provide these equity incentives to our employees on a competitive level.

We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. Our compensation committee carefully monitors our annual burn rate, dilution, and equity expense to ensure that we maximize stockholders’ value by granting only the appropriate number of equity incentive awards necessary to attract, reward, and retain employees.

We cannot determine at this time the participants who will be granted options to purchase shares under the 2014 ESPP, the amount of any such options or purchases, or the potential value of such options or purchases to participants as the election to participate and the amount of any purchases under the 2014 ESPP will be determined by the individual employees in their sole discretion and the purchase price has not yet been determined; however, all participants are subject to the purchase limitations set forth in the 2014 ESPP. Under the terms of the proposed 2014 ESPP and the anticipated terms of the offerings, the number of shares of our common stock which a participant could purchase during any purchase period is limited to 6,000 shares. In addition, the fair market value of shares purchased by an individual participant in the 2014 ESPP may not exceed $25,000 in any calendar year.

Should our stockholders fail to approve the amendment and restatement of the 2014 ESPP, it will continue to remain in effect in accordance with its current terms. However, because only 2,130,542 shares of our common stock remained available for issuance under the 2014 ESPP as of April 15, 2022, our ability to use this form of equity-based compensation to attract, retain and motivate our employees in what is a very competitive hiring environment would be constrained based on our projected increase in headcount and employee participation in the future.

The 2014 ESPP, as amended and restated, is attached to this proxy statement as Appendix A and is incorporated herein by reference. The following description of the 2014 ESPP, as amended and restated, is a summary of certain important provisions and does not purport to be a complete description of the 2014 ESPP. Please see Appendix A for more detailed information.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF ADVERUM’S 2014 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE.

Shares Subject to the Plan. 208,333 shares of Common Stock were originally authorized for issuance under the 2014 ESPP. The 2014 ESPP also originally provided for an annual increase in the share pool on the first day of each year beginning in 2015 and ending in 2024, equal to the lesser of (i) one percent (1%) of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of

shares of Common Stock as determined by the Board, but this “evergreen” provision is not being included in the amended and restated plan. The Board of Directors is seeking stockholder approval to add 5,800,000 additional shares to the 2014 ESPP, for a total of 8,800,000 shares of Common Stock. As of April 15, 2022, 2,130,542 shares remained available for issuance under the 2014 ESPP.

Administration. The 2014 ESPP may be administered by the Board of Directors or a committee of the Board of Directors designated by the Board of Directors (the “Administrator”). The Administrator has the authority to administer and interpret the 2014 ESPP and to make such rules and regulations as it deems necessary to administer the 2014 ESPP.

Eligible Employees. To participate in the 2014 ESPP, an individual employee must: (i) customarily work at least twenty hours per week, and (ii) customarily work more than five months in any calendar year. An employee is not eligible to participate or continue participation in the 2014 ESPP if the employee owns or will own, as a result of such participation, shares possessing 5% or more of the total combined voting power or value of all classes of stock of Adverum or any subsidiary. Non-employee directors of Adverum are not eligible to participate in the 2014 ESPP. As of April 15, 2022, approximately 114 employees of Adverum and its designated subsidiaries are eligible to participate in the 2014 ESPP.

Stock Purchases. Offerings under the 2014 ESPP are currently divided into 24-month offering periods, each of which is comprised of four purchase periods of approximately six months each. Subject to the limitations set forth in the 2014 ESPP, the Administrator has the authority to establish offering periods of alternative lengths and to establish different commencing and ending dates for such offering periods. During each offering period, participating employees accumulate funds in an account used to buy common stock through payroll deductions at a rate of not less than 1% or more than 15% of such participant’s base pay during each payroll period in the offering period.

At the end of each offering period, the purchase price is determined and the participating employees’ accumulated funds are used to purchase the appropriate number of shares of common stock. Under the 2014 ESPP, no participant may purchase more than $25,000 worth of common stock (based on the fair market value of the common stock on the date the option is granted) during any calendar year. In addition, the 2014 ESPP (as amended and restated) limits the number of shares of common stock that may be purchased by any one employee during each purchase period to 6,000 shares, but this limit can be increased or decreased by the Administrator with respect to future offerings.

Purchase Price. The purchase price per share of common stock is 85% of the lesser of (i) the fair market value of the common stock on the first day of an offering period and (ii) the fair market value of the common stock on the last day of an offering period. For purposes of the 2014 ESPP, “fair market value” means the closing price of the common stock on the Nasdaq Stock Market for such day. On April 19, 2022, the closing trading price for Adverum’s common stock was $1.12.

Effect of Termination of Employment. A participant is not eligible to continue his or her participation in the 2014 ESPP in the event of termination of employment for any reason. If termination occurs on or prior to the last business day of an offering period, the balance in the participant's account will be paid to the participant or to his or her estate or designated beneficiary. Neither payroll deductions credited to a participant’s account nor any rights with regard to the purchase of shares under the 2014 ESPP may be assigned, transferred, pledged or otherwise disposed of in any way by a participant, other than by will or the laws of descent and distribution.

Changes in Capitalization. The maximum number of shares of the common stock which will be made available for sale under the 2014 ESPP, the maximum number of shares each participant may purchase per offering period, the maximum number of shares that all participants may purchase per offering period, and the price per share and the number of shares of common stock covered by each option under the 2014 ESPP which has not yet been exercised will be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other change in the number of shares of Common Stock effected without receipt of consideration by Adverum.

Change in Control. In the event of certain mergers or consolidations, changes in the composition of the Board of Directors or acquisition by another corporation of all or substantially all of Adverum’s assets, the rights to purchase shares under the 2014 ESPP will be assumed or equivalent rights substituted by the successor

corporation, or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for such rights or in the event of a dissolution or liquidation of Adverum, the offering period during which a participant may purchase stock will be shortened and a new exercise date will be set.

Amendment of the 2014 ESPP. The Administrator has the power to amend or terminate the 2014 ESPP, provided that amendments will also require stockholder approval if necessary to comply with Code Section 423 or any other applicable law or regulation.

Term of the Plan. The 2014 ESPP will continue in effect until terminated by the Administrator.

The following is a summary of certain material federal income tax consequences associated with the grant and exercise of purchase rights under the 2014 ESPP. The summary does not address tax rates or non-U.S., state or local tax consequences, nor does it address employment tax or other federal tax consequences except as noted.

The 2014 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. In general, an employee will not recognize U.S. taxable income until the sale or other disposition of the shares of our common stock purchased under the 2014 ESPP (“ESPP Shares”). Upon such sale or disposition, the employee will generally be subject to tax in an amount that depends on the employee’s holding period with respect to the ESPP Shares.

If the ESPP Shares are sold or disposed of more than one year from the date of purchase and more than two years after the first day of the offering period in which they were purchased, or upon the employee’s death while owning the ESPP Shares, the employee will recognize ordinary income in an amount generally equal to the lesser of: (i) an amount equal to 15% of the fair market value of the ESPP Shares on the first day of the offering period (or such other percentage equal to the applicable purchase price discount), and (ii) the excess of the sale price of the ESPP Shares over the purchase price. Any additional gain will be treated as long-term capital gain. If the ESPP Shares held for the periods described above are sold and the sale price is less than the purchase price, then the employee will recognize a long-term capital loss in an amount equal to the excess of the purchase price over the sale price of the ESPP Shares.

If the ESPP Shares are sold or otherwise disposed of before the expiration of the holding periods described above, other than following the employee’s death while owning the ESPP Shares, the employee generally will recognize as ordinary income an amount equal to the excess of the fair market value of the ESPP Shares on the date the ESPP Shares were purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the employee’s holding period with respect to the ESPP Shares.

We are not entitled to a deduction for amounts taxed as ordinary income or capital gain to an employee except to the extent of ordinary income recognized upon a sale or disposition of ESPP Shares prior to the expiration of the holding periods described above.

Because participation in the 2014 ESPP is entirely within the discretion of the eligible employees, a new plan benefits table, as described in the federal proxy rules, is not provided. Because we cannot predict the participation levels by employees, the rate of employee contributions or the eventual purchase price under the 2014 ESPP, it is not possible to determine the value of benefits that may be obtained by executive officers and other employees under the 2014 ESPP. Non-employee directors are not eligible to participate in the 2014 ESPP.

The table below shows, as to the listed individuals and specified groups, the number of shares of common stock purchased under the 2014 ESPP since its inception, together with the weighted average purchase price paid per share.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE ADVERUM BIOTECHNOLOGIES, INC. AMENDED AND RESTATED 2014 EMPLOYEE STOCK PURCHASE PLAN. IF NOT OTHERWISE SPECIFIED, PROXIES WILL BE VOTED “FOR” THE APPROVAL OF THIS PROPOSAL.

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. The code of business conduct and ethics is available on our website at http://investors.adverum.com. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website. The reference to our website does not constitute incorporation by reference of the information contained at or available through our website.

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of our directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices our Board follows with respect to Board and committee composition and selection, board meetings, Chief Executive Officer performance evaluation and management development and succession planning for senior management, including the Chief Executive Officer position. A copy of our Corporate Governance Guidelines is available on our website at http://investors.adverum.com.

Our common stock is listed on The Nasdaq Global Market. Rule 5605 of the Marketplace Rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”) requires that independent directors compose a majority of a listed company’s board of directors within one year of listing. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of the 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. Nasdaq Listing Rule 5605(a)(2) also specifies certain categories of persons who will not be considered independent, including employees, family members of executive officers and recipients of compensation from the company in excess of $120,000 during any period of twelve consecutive months within the past three years, subject to certain exceptions. To be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition to satisfying general independence requirements under the Nasdaq Listing Rules, members of the compensation committee must also satisfy additional independence requirements set forth in Nasdaq Listing Rule 5605(d)(2). To be considered independent for purposes of Nasdaq Listing Rule 5605(d)(2), our Board must consider all factors specifically relevant to determining whether a director has a relationship with us which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by us to such director; and whether such director is affiliated with us, a subsidiary of our company or an affiliate of a subsidiary of our company.

In March 2022, our Board undertook a review of the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of Ms. Hong, Dr. Lupher, Mr. Machado, Dr. Ozden, Mr. Scopa, Ms. Svoronos, Dr. Tuckson, and Dr. Whitcup is independent within the meaning of Rule 5605 of the Nasdaq Listing Rules. Our Board also determined that Mr. Machado, Mr. Scopa, and Ms. Svoronos, who compose our Audit Committee, and Mr. Machado, Mr. Scopa, and Dr. Tuckson, who compose our Compensation Committee, satisfy the independence standards for those committees established by applicable SEC rules and Nasdaq Listing Rules. In making these determinations, our Board considered the current and prior relationships that each

non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence. For example, the Board considered (i) with respect to Mr. Machado and Ms. Svoronos, the fact that both Mr. Machado and Ms. Svoronos serve on the board of directors of Xenon Pharmaceuticals, Inc. and (ii) with respect to Dr. Tuckson, the fact that both Dr. Tuckson and Dr. Fischer serve on the board of directors of CTI Biopharma Corp. The Board also previously determined that Rekha Hemrajani, who served on our Audit Committee during a portion of 2021, Dr. Eric Carter and Dr. Thomas Woiwode, who served on our Compensation Committee and Nominating and Corporate Governance Committee during a portion of 2021, satisfied the independence standards for those committees established by applicable SEC rules and Nasdaq Listing Rules.

In accordance with our amended and restated certificate of incorporation, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election.

We feel strongly that, given the long runway for drug therapy development and given the stage and size of the Adverum, as well as our current priority focus on restoring the clinical trials roadmap in support of our long-term growth, a classified Board is appropriate at the current time.

Our amended and restated Bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the positions of Chair of the Board and Chief Executive Officer and/or appoint a lead director in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. The roles of Chair of the Board and Chief Executive Officer are currently filled by Mr. Machado and Dr. Fischer, respectively.

Mr. Machado has served as Chair of the Board since May 2019. Mr. Machado’s tenure on the Board, his experience in serving on multiple other biotechnology company boards, as well as the deep knowledge of our company gained in his role as a member of the Audit Committee of the Board, allow him to provide valuable insights and facilitate the implementation of our strategic initiatives and business plans. In our view, having a Chair that is far removed from management would have the potential to give rise to divided leadership, which could interfere with good decision making or weaken our ability to develop and implement strategy. The Board also believes, however, that Mr. Machado’s independence is an essential complement to his familiarity with our company and management representation on the Board, helping to foster an environment that is conducive to objective evaluation and oversight of management’s performance.

In searching for qualified director candidates to fill vacancies in the Board, the Nominating and Corporate Governance Committee solicits our Board for names of potentially qualified candidates. Additionally, the Nominating

and Corporate Governance Committee may request that members of the Board pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee then considers the potential pool of director candidates, selects the candidate the committee believes best meets the then-current needs of the Board, and conducts a thorough investigation of the proposed candidate’s background to ensure there is no past history that would cause the candidate not to be qualified to serve as a member of our Board.

To fulfill its responsibility to recruit and recommend to the Board nominees for election as directors, the Nominating and Corporate Governance Committee considers all qualified candidates who may be identified by any one of the following sources: current or former Board members, a professional search firm, Adverum executives or stockholders.

In response to feedback received from our stockholders, we added two additional female directors to our Board to increase the total Board composition to three female directors (33% of directors). The two additional female directors added are Rabia Gurses Ozden, M.D. and Soo Hong, M.B.A. Dr. Ozden has extensive experience in ophthalmology, clinical development and operations, pharmacovigilance, regulatory affairs and gene therapy. Ms. Hong brings a deep expertise in human capital management, executive and leadership development as well as executive and board compensation design and governance serving rapidly growing organizations during periods of transformation.

Stockholders who wish to make a recommendation or propose a director candidate for consideration by the Nominating and Governance Committee may do so by submitting the candidate’s name, resume and biographical information and qualifications to the attention of the Corporate Secretary, Adverum Biotechnologies, Inc., 100 Cardinal Way, Redwood City, California 94063. All recommendations received by the Corporate Secretary will be presented to the Nominating and Governance Committee for its consideration.

We may request from the nominating stockholder or nominating stockholder group such other information as may reasonably be required to determine whether each person recommended by a stockholder or stockholder group as a nominee meets any minimum requirements that may be established by our Board and to enable us to make appropriate disclosures to stockholders entitled to vote in the next election of directors. Proposed nominees are required to make themselves reasonably available to be interviewed by the Nominating and Corporate Governance Committee and members of management, as determined to be appropriate by the Nominating and Corporate Governance Committee. We will not accept a stockholder recommendation for a nominee if the recommended candidate’s candidacy or, if elected, Board membership, would violate applicable state law, federal law or the rules of any exchange or market on which our securities are listed or traded. If the proposed nomination by stockholders was made in accordance with the procedures in our amended and restated bylaws, the Nominating and Corporate Governance Committee will apply the same criteria in evaluating the proposed nominee as it would any other Board nominee candidate and will recommend to our Board whether or not the proposed stockholder nominee should be nominated by our Board and included in our proxy statement.

Stockholders who wish to nominate a director for election at an upcoming annual meeting of stockholders must comply with the advance notice provisions in our amended and restated bylaws. Each stockholder making a nomination is required to provide certain information, representations and undertakings as outlined in our amended and restated bylaws. The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders. If a stockholder submits a proposed nominee, the Nominating and Corporate Governance Committee will consider the proposed nominee, along with any other proposed nominees recommended by members of the Board, in the same manner in which the Nominating and Corporate Governance Committee would evaluate its nominees for director. For a description of the proper procedure for stockholder nominations, see “Procedures for Nominations of Directors by Stockholders” in this proxy statement.

We are exposed to a number of risks, including economic, environmental, operational, and regulatory risks, as well as risks resulting from the COVID-19 pandemic, among others. Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with our Board at regular meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and key enterprise risks, and our Audit Committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Board or appropriate Board committees discuss selected risks in more detail throughout the year, including the COVID-19 pandemic and its related risks.

Our Board has three primary committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, which are described below. In addition, the Board has a Research and Development Committee.

Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee:

The current members of our Audit Committee are Mr. Machado (Chair), Mr. Scopa and Ms. Svoronos. Ms. Hemrajani also served on our Audit Committee during a portion of 2021. Mr. Machado serves as the chair of the Audit Committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq Listing Rules. Our Board has determined that Mr. Machado is an Audit Committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the Nasdaq Listing Rules.

The Audit Committee operates under a written charter that satisfies the applicable rules and regulation of the SEC and the Nasdaq Listing Rules. A copy of the Audit Committee charter is available on our website at http://investors.adverum.com.

Our Compensation Committee reviews and approves, or may recommend to the full Board or independent members of the Board, as applicable, policies relating to compensation and benefits of our officers, directors and employees. The Compensation Committee reviews and approves corporate goals and objectives relevant to

compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and sets or makes recommendations to our Board regarding the compensation of these officers based on such evaluations. Our Board retains the authority to determine and approve, upon the recommendation of the Compensation Committee, the compensation of the Chief Executive Officer, unless such authority has been delegated to the Compensation Committee. The Compensation Committee also approves grants of stock options and other awards under our stock plans. In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our amended and restated certificate of incorporation, amended and restated bylaws, applicable Nasdaq Listing Rules, and other applicable law. The Compensation Committee will periodically review and evaluate the performance of the Compensation Committee and its members, including an annual review of its charter. The current members of our Compensation Committee are Mr. Scopa (Chair), Mr. Machado and Dr. Tuckson. Dr. Carter also served on our Compensation Committee during a portion of 2021.

Each of the current members of our Compensation Committee is independent under the Nasdaq Listing Rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Since 2019, Radford, a national executive compensation consulting firm, which is part of the Rewards Solutions practice at Aon plc, has been engaged by the Compensation Committee to conduct market research and analysis to assist the Compensation Committee in developing appropriate compensation and incentives for our executive officers, to advise the Compensation Committee and provide ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals from management. Radford reports directly to the Compensation Committee and does not provide any non-compensation-related services to us. After review and consultation with Radford, the Compensation Committee determined that Radford is independent and that there is no conflict of interest resulting from retaining Radford. In reaching these conclusions, our Compensation Committee considered the factors set forth in SEC rules and the Nasdaq Listing Rules.

Our executive officers submit proposals to our Board and Compensation Committee regarding our executive and director compensation. Our Chief Executive Officer provides feedback and recommendations to our Compensation Committee with respect to executive compensation, other than his own compensation, including with regard to senior executive performance, responsibility and experience levels. The Compensation Committee often takes into consideration both our Chief Executive Officer’s input and the input of other senior executives in setting compensation levels.

The Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq Listing Rules. A copy of the Compensation Committee charter is available on our website at http://investors.adverum.com.

The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and composition and organization of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters. The current members of our Nominating and Corporate Governance Committee are Ms. Svoronos (Chair), Dr. Lupher, Drs. Tuckson and Whitcup. Drs. Carter and Woiwode also served on our Nominating and Corporate Governance Committee during a portion of 2021. Each of the members of our Nominating and Corporate Governance Committee, both past and currently, is an independent director under the Nasdaq Listing Rules.

The Nominating and Corporate Governance Committee operates under a written charter. A copy of the Nominating and Corporate Governance Committee charter is available on our website at http://investors.adverum.com.

The Research and Development Committee is responsible for overseeing Adverum’s research and development programs, strategy and opportunities. The current members of our Research and Development Committee are Drs. Whitcup (Chair) and Lupher. Dr. Lupher also served as the Chair for a portion of 2021. Dr. Carter and Dr. Medhi Gasmi, who also served on our Board for a portion of 2021, also served on our Research and Development Committee during a portion of 2021.

During 2021, our Board met nine times, the Audit Committee met four times, the Compensation Committee met eight times, the Nominating and Corporate Governance Committee met four times and the Research and Development Committee met two times. In 2021, each director attended at least 75% of the meetings of our Board and the committees on which the director served that were held while the person was a member of the applicable committee, except for Dr. Woiwode.

Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware law. We have entered, and expect to continue to enter, into agreements to indemnify our directors, executive officers and other employees as determined by our Board. We have entered into an indemnification agreement with each of our directors, including each of our Board's nominees for director. With specified exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damages. To the extent the indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Although our directors are encouraged to attend our annual meetings, attendance is not mandatory. All of our then current directors attended the 2021 Annual Meeting of Stockholders. Our Board and management team encourage all of our directors to attend the virtual 2022 Annual Meeting.

We provide a process for stockholders to send communications to our Board, the non-employee members of the Board as a group or any of the directors individually. Stockholders may contact any of the directors, including the non-employee directors, by writing to them c/o the Corporate Secretary, Adverum Biotechnologies, Inc., 100 Cardinal Way, Redwood City, California 94063. All communications will be compiled by our Corporate Secretary and submitted to our Board or individual directors, as applicable, on a periodic basis.

Stockholders who wish to nominate a director for election at an upcoming annual meeting of stockholders must comply with the advance notice provisions in our amended and restated bylaws. Each stockholder making a nomination is required to provide certain information, representations and undertakings as outlined in our amended and restated bylaws.

We may request from the nominating stockholder or nominating stockholder group such other information as may reasonably be required to determine whether each person proposed to be nominated by a stockholder or stockholder group meets any minimum requirements that may be established by our Board and to enable us to make appropriate disclosures to stockholders entitled to vote in the next election of directors. Proposed nominees are required to make themselves reasonably available to be interviewed by the Nominating and Corporate Governance Committee and members of management, as determined to be appropriate by the Nominating and Corporate Governance Committee. We will not accept a stockholder nomination if the nominee’s candidacy or, if elected, Board membership would violate applicable state law, federal law or the rules of any exchange or market on which our securities are listed or traded. If the proposed nomination by stockholders was made in accordance with the procedures in our bylaws, the Nominating and Corporate Governance Committee will apply the same criteria in evaluating the proposed nominee as it would any other Board nominee candidate and will recommend to our Board whether or not the proposed stockholder nominee should be nominated by our Board and included in our proxy statement.

Notices of nominations should be directed to the attention of the Corporate Secretary, Adverum Biotechnologies, Inc., 100 Cardinal Way, Redwood City, California 94063, and must be received only during the period specified above under “When are stockholder proposals due for next year’s annual meeting?” in the section “Questions and Answers about the 2022 Annual Meeting.”

Our insider trading policy, which applies to all of our officers, directors, and employees, prohibits hedging and monetization transactions, such as zero-cost collars and forward sale contracts, that allow individuals to continue to own the covered securities but without the full risks of ownership. Margin purchases, holding securities in a “margin account,” and pledging our securities as collateral to secure loans is also prohibited.

At Adverum, our values define how we conduct business, shape patient care, apply science to medicine, and work and grow as a company. We strive to put our corporate values into action every day - by reducing the environmental impact of our research and operations, providing safe, engaging and impactful work for our employees, and always leading with integrity.

We integrate environmental, social, and governance objectives into our decision-making with the goal of delivering long-term value to all of our stakeholders. Our leadership creates and monitors our sustainability-related programs, with our Board maintaining ultimate oversight.

To identify the sustainability issues material to our business, we are guided by best practices, feedback we receive from our stakeholders, including employees, regulators, patients and investors, and third-party thought leaders, such as the Sustainability Accounting Standards Board (SASB), Biotechnology and Pharmaceuticals.

Additional information regarding Adverum’s environmental and social practices is included in the “Sustainability” subsection of the “Company” section of our website. Information on our website is NOT incorporated by reference in this proxy statement.

The Compensation Committee reviews pay levels for non-employee directors periodically with assistance from its compensation consultant, Radford, which prepares a comprehensive assessment of our non-employee director compensation program. That assessment includes benchmarking of director compensation against the same peer group used for executive compensation purposes, an update on recent trends in director compensation and a review of related corporate governance best practices. Following that review, either the Compensation Committee or the Board, consistent with the recommendation of the Compensation Committee, has determined the non-employee director compensation program that will be in effect until the next such determination.

Under our non-employee director compensation policy, each non-employee director receives the following cash compensation for Board and standing committee service, as applicable:

Annual cash retainers for service as a non-employee Chair of our Board, chair of a committee or non-chair member of the committee are in addition to the annual cash retainer for service as a Board member. Cash retainers are prorated for any partial years of service. We also reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

Pursuant to our non-employee director compensation policy, the non-employee directors receive grants of non-statutory stock options under our 2014 Equity Incentive Plan (the “2014 Plan”). For purposes of these awards, a non-employee director is a director who is not employed by us. Pursuant to our non-employee director compensation policy as in effect through March 30, 2021, each non-employee director who joined the Board was automatically granted an option to purchase 45,000 shares of our common stock (an “Initial Grant”). Initial Grants vest ratably in annual installments over three years of service following the date of grant.

In addition, pursuant to our non-employee director compensation policy as in effect during 2021 through March 30, 2021, on the date of our annual meeting of stockholders, (i) each non-employee director receives an annual equity award under our 2014 Plan of options to purchase 30,000 shares of our common stock (a “Board Annual Award”) and (ii) the Chair of the Board receives an additional option to purchase 10,000 shares of common stock (a “Chair Additional Annual Award”). The Board Annual Awards and Chair Additional Annual Awards vest in full on the earlier to occur of the first anniversary of the grant date or the next annual meeting (18 months from the date of grant or the 2022 Annual Meeting of stockholders in the case of the grant pursuant to (ii) above). All such options have a maximum term of ten years. Effective March 31, 2021, our non-employee director compensation policy was amended to enable us to maintain alignment of our director equity compensation with our peer group as stock prices fluctuate. Under the amended policy, each Initial Grant covers a number of shares having a grant-date fair value (determined as provided in the plan) of $520,000, each Board Annual Award covers a number of shares having a grant-date fair value of $260,000 and each Chair Additional Annual Award covers a number of shares having a grant-date fair value of $90,000.

Effective May 5, 2021, our non-employee director compensation policy was amended to add a maximum number of shares for Initial Grants and the Board Annual Awards and Chair Additional Annual Awards. Under the amended policy, each Initial Grant covers a number of shares having a grant-date fair value (determined as provided in the plan) of $520,000, but in no event more than 80,000 shares, each Board Annual Award covers a number of shares having a grant-date fair value of $260,000, but in no event more than 40,000 shares, and each Chair Additional Annual Award covers a number of shares having a grant-date fair value of $90,000, but in no event more than 12,500 shares.

The following table presents the total compensation for each person who served as a non-employee member of our Board during the year ended December 31, 2021:

Except as set forth below, we had no transactions that have occurred since January 1, 2020 and to which we were a party, in which the amount involved exceeded the lesser of $120,000 and 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member thereof, at any time from January 1, 2020 to the date of this report, had or will have a direct or indirect material interest, other than those already described in this proxy statement under the headings “Non-Employee Director Compensation” and “Executive Compensation.”

In our February 2020 underwritten public offering of common stock, the James P. Scopa and Anne E. Kenner Family Trust purchased an aggregate of 10,000 shares of our common stock at a price of $13.75 per share, the public offering price in our February 2020 underwritten public offering of common stock, for an aggregate purchase price of $137,500, payable in cash.

In September 2019, we entered into a consulting agreement with ClinVec Solutions, LLC, of which Mehdi Gasmi is the Managing Member, pursuant to which Dr. Gasmi, a member of our Board, served as a consultant to us for six months, targeting 40 hours per month of consulting services for compensation of $700 per hour, plus reimbursement of COBRA payments during the term of the agreement and three months thereafter. The consulting agreement terminated pursuant to its terms in March 2020. During 2020 we paid to Dr. Gasmi dba ClinVec Solutions, LLC $89,725 pursuant to the consulting agreement.

In the August 2020 underwritten public offering of common stock, Laurent Fischer, M.D., our Chief Executive Officer, and Kishor Peter Soparkar, our Chief Operating Officer and Chief Legal Officer, each purchased 7,692 shares of our common stock at a price of $13.00 per share, the public offering price in our August 2020 underwritten public offering of common stock, for an aggregate purchase price of $99,996, payable in cash.

In July 2021 we entered into a consulting agreement with Danforth Advisors pursuant to which Danforth Advisors provided us with consulting services. Pursuant to the consulting agreement, Jack Thrift served as our interim Chief Financial Officer from September 2, 2021 to December 6, 2021. In 2021 we paid Danforth Advisors $85,414 for consulting services under the consulting agreement, including for the services of Mr. Thrift.

Our Board has adopted a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had, has or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness.

As provided by our related party transaction policy, our Audit Committee will be responsible for reviewing and approving in advance the related person transaction and in doing so will consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s-length transaction and the extent of the related person’s interest in the transaction.

Our executive officers are appointed by and serve at the discretion of the Board. There are no family relationships among our directors and executive officers. The following table provides information regarding our executive officers, including their ages and positions, as of April 15, 2022:

A brief biography of each of our executive officers appears below, except for Dr. Fischer, whose biographical information appears above under “Proposal No. 1: Election of Directors” above.

Rupert D’Souza, Ph.D. Dr. D’Souza has served as our chief financial officer since December 2021. Prior to joining Adverum, he served as chief financial officer consultant at Replay Holdings, LLC, a venture capital-funded, gene therapy-focused, biotechnology holding company, from August 2020 to December 2021, in which position he was responsible for leading all finance and human resources activities. Prior to Replay Holdings, Dr. D’Souza was the founder and chief financial officer consultant at RMND LLC, a business development agency, from April 2018 to July 2020, in which role he was responsible for providing finance consulting services primarily to biopharma companies. Prior to that, Dr. D’Souza was a chief financial officer consultant at Armanino LLP from December 2015 to March 2019, in which role he was responsible for providing finance and business advisory services both to Armanino and several Armanino clients in various industries. Prior to 2015, Dr. D’Souza held roles of increasing responsibility at several companies, including, BioMarin Pharmaceuticals, UTStarcom Inc. and Genentech. Dr. D’Souza earned a B.Tech. in Chemical Engineering from Indian Institute of Technology, Bombay, a Ph.D. in Chemical and Biomolecular Engineering from Georgia Institute of Technology, and an M.B.A from The University of Chicago Booth School of Business.

Richard Beckman, M.D. Dr. Beckman has served as our chief medical officer since February 2022. Prior to that, Dr. Beckman served as the chief medical officer at ReNeuron, Inc. from April 2018 to January 2022 where he oversaw clinical development for pipeline candidates, including its human retinal progenitor cell therapy program in retinitis pigmentosa. Prior to ReNeuron, Dr. Beckman served as a chief medical officer from December 2016 until December 2017 at Clearside Biomedical, Inc. Prior to that he served as chief medical officer at Unilife, Inc., Ophthotech, and Neurotech Pharmaceuticals, Inc. and at the latter two led clinical development programs in wet age-related macular degeneration. Previously, Dr. Beckman had roles of increasing responsibility at Alcon Research, Ltd. (acquired by Novartis), Lux BioSciences, Danube Pharmaceuticals, Inc. Becton-Dickinson, Inc., and Allergan, Inc. (acquired by AbbVie). Dr. Beckman spent ten years in private practice as a glaucoma specialist and three years in academic practice at North Shore University Hospital/Cornell University Medical College. Dr. Beckman earned his undergraduate and medical degrees in the Integrated Premedical-Medical Program at the University of Michigan. He completed an ophthalmology residency at Henry Ford Hospital and a glaucoma fellowship at Massachusetts Eye and Ear Infirmary, an affiliate hospital of Harvard Medical School.

Brigit Riley, Ph.D. Dr. Riley has served as our chief scientific officer since June 2021 and as a consultant since June 2020. From June 2020 to the present, Dr. Riley has been an advisor and on the scientific advisory board to several gene therapy companies. Dr. Riley has nearly 20 years of experience in the life sciences industry across a broad range of technologies and disease areas, including gene therapy, small molecules, antibodies, protein degradation, CNS and liver. From June 2014 to September 2019, Dr. Riley served in roles of increasing seniority, culminating as the vice president, discovery and translational research at Sangamo Therapeutics, Inc. She led the Hemophilia A program from initial gene cassette engineering to successful first in man clinical trial, resulting in a partnership with Pfizer. Additionally, she led Sangamo’s CNS portfolio and pipeline expansion, ultimately leading to a partnership with Biogen. Dr. Riley was also responsible for AAV engineering, liver rare disease and discovery efforts in engineering antibodies. Prior to that, she was an entrepreneur in the private biotechnology sector for two different companies with roles spanning founder to vice president, head of research.

Prior to that, Dr. Riley was a staff scientist Elan Pharmaceuticals. Dr. Riley was a postdoctoral scholar at Stanford University, earned a Ph.D. in Biochemistry, Molecular Biology and Biophysics from University of Minnesota and a B.A. in Chemistry from Northwestern University.

Setareh “Star” Seyedkazemi, Pharm.D. Dr. Seyedkazemi has served as our chief development officer since January 2022. Prior to that, Dr. Seyedkazemi served as vice president, portfolio management for research and development at Pliant Therapeutics from October 2020 to December 2021, in which role she was responsible for developing, implementing and overseeing strategic program and project management excellence and ensuring the successful “end-to-end” delivery of projects and programs in research and development. From May 2018 to October 2020, Dr. Seyedkazemi served as associate vice president clinical development and from November 2016 to April 2018 as executive director clinical development at Allergan (acquired by AbbVie in May 2020). While at Allergan, Dr. Seyedkazemi served in roles of increasing responsible for clinical and global program leadership for the development of cenicriviroc for the treatment of liver fibrosis associated with nonalcoholic steatohepatitis (NASH). Dr. Seyedkazemi has more than 16 years of pharmaceutical industry experience in corporate leadership, global drug development program leadership, clinical development and operations, global and U.S. medical affairs, and program management across multiple therapeutics areas, including fibrosis, NASH, hepatitis C and HIV at Allergan, Tobira Therapeutics (acquired by Allergan in November 2016), Gilead Sciences, Johnson & Johnson and Abbott Laboratories, preceded by seven years in HIV clinical care and research. Dr. Seyedkazemi earned a B.S. in Biology from Florida Atlantic University and a Doctor of Pharmacy from Nova Southeastern University, where she also completed a HIV/Infectious Disease residency.

Kishor Peter Soparkar Mr. Soparkar has served as chief operating officer since June 2021 and our chief legal officer since October 2019. Mr. Soparkar was previously chief legal officer, corporate secretary, head of human resources and head of compliance at Counsyl, Inc. from July 2016 to September 2018, where he led support for the company’s legal and human resources needs, debt and equity financings, investor interactions, IPO preparations and acquisition by Myriad Genetics, Inc. From November 2006 to July 2016, Mr. Soparkar served in several roles, most recently as Vice President, Associate General Counsel, at Jazz Pharmaceuticals plc, where he led the legal team’s support of company operations and other business matters, including delivering on numerous debt and equity financings and four landmark transactions. Prior to Jazz Pharmaceuticals, Mr. Soparkar worked at Latham & Watkins in London and San Francisco, with a practice spanning international and domestic markets, as well as private and public transactions. He earned a J.D. from New York University School of Law and a B.A. in economics and politics from Oberlin College.

This Compensation Discussion and Analysis provides information regarding Adverum’s compensation philosophy, policies and practices, and includes information about the 2021 compensation paid or earned by those individuals who served as our Named Executive Officers, or NEOs, during the year ended December 31, 2021. These individuals were as follows:

Adverum is a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases. We develop gene therapy product candidates intended to provide durable efficacy by inducing sustained expression of a therapeutic protein. Adverum is evaluating its novel gene therapy candidate, ADVM-022 (AAV.7m8-aflibercept), as a one-time, intravitreal injection for the treatment of patients with neovascular or wet age-related macular degeneration. ADVM-062 is a gene therapy candidate specifically designed for patients suffering from blue cone monochromacy. ADVM-062 utilizes Adverum’s propriety vector capsid, AAV.7m8.

At our 2021 Annual Meeting, the advisory say-on-pay proposal received support of approximately 61% of votes cast compared to approximately 98% in 2020.

Following the 2021 say-on-pay vote and in response to the significant decline in stockholder support, the Compensation Committee expanded our stockholder outreach effort. We reached out to our top 17 stockholders collectively holding over 55% of our common stock and had meetings with six of these stockholders collectively representing approximately 31% of our common stock. The topics discussed with our stockholders included our

corporate strategy, executive compensation program, board diversity and sustainability issues. Our Chair of the Board, Patrick Machado, our Chair of the Compensation Committee Chair, James Scopa, and our Chair of the Nominating and Governance Committee, Dawn Svoronos, led these discussions.

The perspectives we heard from our stockholders were conveyed to all members of the Board of Directors and were reviewed and considered by the relevant Board committees. Below is a summary of the feedback we received since our 2021 Annual Meeting and how we have responded:

The Compensation Committee and the Board will continue to consider stockholder feedback and the outcomes of the future say-on-pay votes when evaluating our executive compensation programs and policies and making compensation decisions for our NEOs.

We believe in the importance of aligning the financial interests of our executives with those of our stockholders. A significant portion of our named executive officers’ compensation is designed to be variable and tied to the achievement of key financial and strategic performance objectives, the performance of our stock price, or both, which helps us to incentivize our executive officers to create long-term value for our stockholders.

In particular, the compensation programs have been designed to accomplish the following objectives:

The Compensation Committee of our Board of Directors oversees our executive compensation program and is responsible for reviewing and approving all compensation of our executive officers, including its NEOs, authorizing stock incentive compensation, approving other incentive arrangements, and authorizing related agreements. During the fourth quarter of the year the Compensation Committee meets to begin planning for executive compensation the following year. Its activities include undertaking a preliminary assessment of the goals achievement for the current calendar year, setting our compensation peer group, reviewing current market data with respect to cash and equity compensation of our executives and establishing the performance measures which will be used to determine each executive officer’s annual cash bonus opportunities during the following year. In the first quarter of the year, the Compensation Committee meets to review and approve the achievement level of our prior year goals, sets the executive officers’ base salaries, target annual cash and equity incentive opportunities in alignment with our overall compensation philosophy.

The Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford) (“Aon”) to serve as its independent compensation consultant. In this role, Aon reports directly to the Compensation Committee and uses the competitive market data described below to provide the Committee with compensation ranges that are consistent with our compensation peer group. The Compensation Committee considers analysis and advice from Aon when making compensation decisions related to our Chief Executive Officer and other Named Executive Officers.

During 2021, Aon assisted the Compensation Committee as follows:

In compliance with the disclosure requirements of the Securities and Exchange Commission and the Nasdaq regarding the independence of compensation consultants, the Compensation Committee assessed the independence of our independent compensation consultant and determined that the engagement of Aon does not raise any conflicts of interest.

Our compensation programs are designed to be competitive with companies of comparable size and industry with whom we compete for executive talent. The Compensation Committee works with Aon each year to identify a peer group that can provide information on competitive market compensation data, including related to salary, annual incentives and long-term incentives. The Compensation Committee uses the market compensation data as one of several reference points for determining the form and amount of compensation. To determine actual compensation amounts, the Compensation Committee uses its discretion and considers other factors, in addition to the peer group and competitive market data, such as the responsibilities, performance, contributions and experience of each NEO.

The peer group for Adverum was developed using specific selection criteria to identify companies that are comparable in size, have similar business economics, and may be a potential source or destination of our executive talent. Specific criteria included:

In October 2020, the Compensation Committee approved a compensation peer group that consisted of companies working in the gene cell therapy, ophthalmology and rare diseases space. The Compensation Committee placed special emphasis on the public pre-commercial biopharma companies in mid- to late-stage clinical trials with market capitalization ranging between $500 million and $4.0 billion. This peer group was used for purposes of making compensation decisions at the start of 2021 that set the base salaries, annual and long-term incentive opportunities for our executives. This peer group consisted of the following companies:

Adverum was positioned at the 56th percentile of the revised peer group in terms of market capitalization and the 34th percentile of the revised peer group in terms of the number of employees for the prior year.

In September 2021, following the SUSAR event and considering significant changes in our capitalization and strategic priorities, the Compensation Committee reviewed the peer group criteria and peer group composition to ensure the peer group comprised companies with market capitalization comparable to Adverum’s and ranging between $100 million and $1.2 billion. The priority was given to companies in later-stage clinical

trials to match Adverum’s Phase 2 trials for its lead product candidate, ADVM-022. Based on the revised criteria and the acquisition of several companies in the peer group, the Committee approved the following peer group that was used for various analysis through the rest of 2021. The same peer group was used to set executive compensation opportunities for 2022:

Adverum was positioned at the 30th percentile of the revised peer group in terms of market capitalization and the 88th percentile of the revised peer group in terms of the number of employees for the prior year.

The Compensation Committee monitors our executive and non-executive compensation programs to ensure that our compensation policies and practices are consistent with the long-term success of Adverum and do not create risks that are reasonably likely to have a material adverse effect on us. The risk oversight includes a review of pay mix, performance metrics and design of our short-and long-term incentive programs, focusing on the programs with variability of payout, the ability of a participant to directly affect payout and controls around participant action and payout. The Compensation Committee determined that none of the compensation programs encourage or create excessive risk-taking and are reasonably unlikely to have a material adverse effect on Adverum.

Executive officers are eligible to participate in benefit programs available to the broader employee population.

A description of each component of compensation for the Named Executive Officers in 2021 is below, including a discussion of the factors considered in determining the applicable amount payable or achievable under each component.

Base salaries are set to attract and retain executive talent. The determination of any particular executive’s base salary considers individual performance and contribution, experience in the role, market rates of pay for comparable roles and internal equity. Each year, our Chief Executive Officer proposes base salary adjustments, if any, for all Named Executive Officers, excluding himself, based on performance, changes in responsibilities, market data and other relevant factors. His proposal is subject to review by the Compensation Committee, which may accept the recommendations or make modifications to the proposal as it deems appropriate. Adjustments to the Chief Executive Officer’s salary are initiated and approved by the Compensation Committee.

Salary increases are discretionary, and during 2021 the Chief Executive Officer recommended salary adjustments designed to align our pay program with the market pay levels for comparable executive roles. The actual base salary earned by the NEOs in 2021 is reported in the Salary column of the Summary Compensation Table.

Pursuant to our annual cash incentive program, our Named Executive Officers are eligible to receive performance-based cash incentives based on the achievement of certain pre-established performance objectives that include corporate and individual performance goals. The annual incentive for our Chief Executive Officer is based exclusively on the corporate metrics, without an individual performance component. For other Named Executive Officers, the corporate and individual objectives are generally assigned a 75% and 25% weighting respectively.

Each Named Executive Officer’s target bonus opportunity for 2021 was expressed as a percentage of base salary as presented below.

In the first quarter of 2021, the Compensation Committee set 2021 performance metrics and their weightings, performance targets and stretch goals as described below. Given our focus on nonclinical trials, the annual incentive program encompassed several operational goals related to the key milestones of our gene therapy commercialization efforts. Due to the extraordinary circumstances triggered by the SUSAR event experienced in INFINITY clinical trial in April 2021, the performance goals set for the annual incentive program at the start of the year were no longer relevant to incentivize desired performance outcomes necessary to drive our clinical development strategy.

In July 2021, following adoption of a revised ADVM-022 development plan that focused exclusively on wet AMD, the Compensation Committee approved the operational and strategic milestones for the second half of the year covering the performance period from July 2021 through December 2021. The milestones aligned with our new post-SUSAR strategy to incentivize the executive team’s progress toward restoring our clinical trials process and expansion of pipeline and science supporting gene therapies. The specific milestones are proprietary and are not disclosed due to their competitive sensitivity.

At the end of the year, the Compensation Committee assessed the achievement of our corporate performance goals during the first and second half of the performance period against corresponding performance goals. Based on the results achieved, the Committee recognized corporate achievement for our NEOs at 80% of target for the full year.

In evaluating the NEOs’ success against the two sets of corporate goals, the Compensation Committee considered and assessed the impact of the SUSAR event, which was an extraordinary event that could not have been foreseen by the executive team, and the subsequent voluntary attrition in the context of a challenging talent market environment among the caliber of talent needed to restore our clinical development plan. With the progress achieved in advancing our clinical development program in wet AMD, developing our broader gene therapies pipeline including a new investigational gene therapy in blue cone monochromacy, effective cost

management as well as building core capabilities to transition from a single indication to an ocular gene therapy platform company the Compensation Committee determined that the NEOs demonstrated remarkable commitment and leadership navigating through the critical post-SUSAR period that set a strong foundation for rebuilding our clinical development strategy.

The combined annual incentive payouts for 2021 are reflected below.

The Compensation Committee uses long-term incentives to create alignment of the Named Executive Officers’ interests with those of our stockholders and to foster a culture of ownership that incentivizes our executives to deliver sustained long-term value growth. The long-term incentive awards for the Named Executive Officers are recommended by the Chief Executive Officer and approved by the Compensation Committee. The long-term incentive award for the Chief Executive Officer is initiated and approved directly by the Compensation Committee.

We offer stock options to purchase shares of our common stock as a long-term component of our compensation program. We typically grant stock options to employees when they commence employment with us and may subsequently grant additional stock options or stock unit awards at the discretion of our Compensation Committee or our Board. Our stock options allow employees to purchase shares of our common stock at a price equal to the fair market value of our common stock on the date of grant.

Generally, our stock options vest over a four-year period, with 25% vesting on the first anniversary of the grant date and 1/48th of the total shares per month thereafter. From time to time, equity awards may be awarded using alternate vesting schedules as set by the Compensation Committee or our Board.

In February 2021, we granted the below Named Executive Officers long-term equity awards that were delivered in the form of stock options that vest over a four-year term as described above.

In January 2021, the Compensation Committee approved a sign-on award of 425,000 stock options for Mr. DeRespino. The stock options vest over a four-year term, as described above.

In February 2021, in recognition of Dr. Clark’s promotion to the role of Vice President, Clinical Development, the Compensation Committee approved a promotion award that was delivered in a mix of 5,625 restricted stock units that vest over a four-year period, with 25% vesting on each anniversary of the grant date, and 33,750 stock options that vest over a four-year period as described above.

In March 2021, the Compensation Committee approved an additional one-time retention award for Dr. Clark in the form of 40,500 service-based restricted stock units that vest over a three-year period, with one-third of the shares vesting on the six-month anniversary of the date of grant and two-thirds vesting on the twelve-month anniversary of the date of grant.

In May 2021, the Compensation Committee approved a sign-on award of 450,000 stock options for Dr. Riley. The stock options vest over a four-year term, as described above.

In May 2021, in recognition of Dr. Clark’s promotion to the role of Chief Medical Officer, the Compensation Committee approved an additional grant of 400,000 stock options to recognize Dr. Clark’s expanded scope of responsibilities and to align her compensation with the market pay levels for comparable roles. The options vest over a four-year term, as described above.

In November 2021, the Compensation Committee approved a sign-on award of 400,000 stock options for Dr. D’Souza. The stock options vest over a four-year term, as described above.

In August 2021, the Compensation Committee approved the grant of a special performance-based awards with a goal to support stability of the executive team and to incentivize accelerated achievement of the post-SUSAR recovery strategy.

In determining the appropriateness of granting the special awards, the Compensation Committee considered the value of the Named Executive Officers’ previously granted long-term incentive opportunities, the time-horizon of the post-SUSAR recovery efforts, the value expected to be generated for stockholders upon success of the strategy and the impact of the awards on our share pool. The awards were issued in a mix of performance stock units (“PSUs”) and stock options.

The stock options were issued with a three-year vesting period. The PSUs vest in three equal installments subject to meeting the following milestones:

However, the vesting milestones provide for an earlier distribution in the case of early achievement of certain goals. Specifically, if the vesting milestone for any tranche is achieved (a) within twelve (12) months after the date of grant, 50% of that tranche will vest on the date of certification and the other 50% will vest on the first anniversary of such date; or (b) more than twelve (12) but less than twenty-four (24) months after the date of grant, 50% of that tranche will vest on the date of certification and the other 50% will vest on the six (6)-month anniversary of such date. In either case, the second 50% tranche shall be deemed “Second Tranche PSUs.”

As of April 13, 2022, no portion of the PSUs had vested.

In February 2019, Mr. Leung was appointed to Chief Financial Officer. In connection with his appointment, we entered into an employment offer letter with Mr. Leung. Mr. Leung would receive the following compensation: (a) an annual base salary of $370,000; (b) an annual bonus, with a target amount of 40% of his base salary; and (c) an option to purchase 450,000 shares of Adverum common stock with an exercise price per share equal to the closing price of the common stock on the date of grant, which shall vest as to 25% of the shares on the first anniversary of Mr. Leung’s hire date and 1/48th of the total shares per month thereafter. In January 2021, Mr. Leung resigned as an officer of Adverum.

In January 2021, in addition to her role as President, Ms. Patterson began serving as our Chief Financial Officer. Effective June 24, 2021, Ms. Patterson resigned from her positions with Adverum. Details of her compensation are disclosed in section “Employment and Executive Severance Arrangements with Named Executive Officers.”

In June 2021, in addition to his role as Chief Business Officer, Mr. DeRespino began serving as our interim Chief Financial Officer. Effective August 2021, Mr. DeRespino resigned from his positions with Adverum. Details of his compensation are disclosed in section “Employment and Executive Severance Arrangements with Named Executive Officers.”

In September 2021, Mr. Thrift was appointed to interim Chief Financial Officer. Mr. Thrift was an outside consultant and was never employed by Adverum. In December 2021, in connection with the appointment of Dr. D’Souza to Chief Financial Officer, Mr. Thrift’s service to Adverum ceased. Details of his compensation are disclosed in section “Employment and Executive Severance Arrangements with Named Executive Officers.”

In December 2021, Dr. D’Souza was appointed to Chief Financial Officer. In connection with his appointment, we entered into an employment offer letter with Dr. D’Souza, which provides that Dr. D’Souza will receive the following compensation: (a) an annual base salary of $425,000; (b) an annual bonus, with a target amount of 40% of his base salary; and (c) an option to purchase 400,000 shares of Adverum common stock.

In connection with Dr. Fischer’s appointment as our Chief Executive Officer and a member of the Board in June 2020, we entered into an offer letter with Dr. Fischer. The offer letter sets forth an annual base salary of $600,000 and eligibility to earn an annual performance bonus with a target bonus at 60% of his base salary (prorated for 2020). Pursuant to the offer letter, we granted Dr. Fischer stock options to purchase 1,200,000 shares of common stock, vests with respect to ¹∕4 of the shares annually over a four-year period.

In connection with Dr. D’Souza’s appointment to Chief Financial Officer in December 2021, we entered into an employment offer letter with Dr. D’Souza providing for the following compensation: (a) an annual base salary of $425,000; (b) an annual bonus, with a target amount of 40% of his base salary; and (c) stock options to purchase 400,000 shares of Adverum common stock, which vests as to 25% of the shares on the first anniversary of Dr. D’Souza’s hire date and 1/48th of the total shares per month thereafter.

In June 2020, we entered into an amended and restated employment offer letter with Ms. Patterson in her role as President pursuant to which, among other things, Ms. Patterson continued to earn an annual base salary of $515,000 and was eligible to earn an annual performance bonus with a target bonus amount equal to 55% of her base salary.

In January 2021, in addition to her role as President, Ms. Patterson began serving as our Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer. In June 2021, Ms. Patterson resigned as an officer of Adverum. See “Executive Severance Arrangements—Former Executive Officers” below.

In connection with Mr. DeRespino’s appointment to Chief Business Officer in February 2021, we entered into an employment offer letter with Mr. DeRespino providing for the following compensation: (a) a one-time sign-on bonus of $100,000; (b) an annual base salary of $400,000; (c) an annual bonus, with a target amount of 40% of his base salary; and (d) an option to purchase 425,000 shares of Adverum common stock, which vests as to 25% of the shares on the first anniversary of Mr. DeRespino’s hire date and 1/48th of the total shares per month thereafter.

In June 2021, Mr. DeRespino was appointed to interim Chief Financial Officer. In August 2021, Mr. DeRespino resigned from Adverum. See “Executive Severance Arrangements—Former Executive Officers” below.

In July 2021, we entered into a consulting agreement with Danforth Advisors pursuant to which Danforth Advisors provided us with consulting services. Pursuant to the consulting agreement, Jack Thrift served as our

interim Chief Financial Officer from September 2, 2021 to December 6, 2021. In 2021 we paid Danforth Advisors $85,414 for consulting services under the consulting agreement, including for the services of Mr. Thrift.

In connection with Mr. Leung’s appointment to Chief Financial Officer in February 2019, we entered into an employment offer letter with Mr. Leung providing for the following compensation: (a) an annual base salary of $370,000; (b) an annual bonus, with a target amount of 40% of his base salary; and (c) an option to purchase 450,000 shares of Adverum common stock, which provided for vesting as to 25% of the shares on the first anniversary of Mr. Leung’s hire date and 1/48th of the total shares per month thereafter. In January 2021, Mr. Leung resigned as an officer of Adverum. See “Executive Severance Arrangements—Former Executive Officers” below.

In connection with Mr. Soparkar’s appointment to Chief Legal Officer in October 2019, we entered into an employment offer letter with Mr. Soparkar providing for the following compensation: (a) an annual base salary of $375,000; (b) an annual bonus, with a target amount of 40% of his base salary; and (c) an option to purchase 400,000 shares of Adverum common stock, which vests as to 25% of the shares on the first anniversary of Mr. Soparkar’s hire date and 1/48th of the total shares per month thereafter.

In connection with Dr. Riley’s appointment to Chief Scientific Officer in May 2021, we entered into an employment offer letter with Dr. Riley providing for the following compensation: (a) an annual base salary of $450,000; (b) an annual bonus, with a target amount of 40% of her base salary; and (c) an option to purchase 450,000 shares of Adverum common stock, which vests as to 25% of the shares on the first anniversary of Dr. Riley’s hire date and 1/48th of the total shares per month thereafter.

In April 2020, in connection with Dr. Clark’s appointment to Executive Medical Director, we entered into an employment agreement with Dr. Clark providing for the following compensation: (a) a base salary of $315,000; (b) an annual bonus, with a target amount of 25% of her base salary; and (c) an option to purchase 60,000 shares of Adverum common stock, provided for vesting as to 25% of the shares on the first anniversary of Dr. Clark’s hire date and 1/48th of the total shares per month thereafter.

In June 2021, Dr. Clark was promoted to Chief Medical Officer. In connection with this promotion, Dr. Clark was provided with (a) an increase in base salary to $430,000, (b) an increase in her target bonus percentage for 2021 to 40% of her base salary and (c) an option to purchase up to 400,000 shares of Adverum common stock, provided for vesting as to 25% of the shares on the first anniversary of Dr. Clark’s grant date and 1/48th of the total shares per month thereafter. In October 2021, Dr. Clark resigned from Adverum. See “Executive Severance Arrangements—Former Executive Officers” below.

In July 2019, in connection with Ms. Thedinga’s appointment to Vice President, Program Management/Strategy, effective August 1, 2019, we entered into an employment agreement with Ms. Thedinga providing for: (a) a one-time sign-on bonus of $100,000; (b) a base salary of $340,000; (c) a target bonus for 2019 at 30% of her base salary; and (d) an option to purchase up to 100,000 shares of our common stock, which provided for vesting as to 25% of the shares one year after the grant date and monthly thereafter over the next three years.

In February 2020, Ms. Thedinga was promoted to Chief Technology Officer. In connection with this promotion, Ms. Thedinga was provided with (a) bonus of $51,000, (b) an increase in base salary to $374,000, (c) an increase in her target bonus percentage for 2020 from 30% to 40% of her base salary and (d) an option to purchase up to 150,000 shares of our common stock, which provided for vesting as to 25% of the shares one year after the date of grant and monthly thereafter over the next three years. In October 2021, Ms. Thedinga resigned from Adverum. See “Executive Severance Arrangements—Former Executive Officers” below.

Our NEOs that are current executive officers are eligible to receive severance payments and benefits pursuant to change in control and severance agreements each entered into with us.

For purposes of the change in control and severance agreements, “Cause” is determined in the sole discretion of the Board and means misconduct, including: (i) the executive’s commission or the attempted commission of or participation in any crime involving fraud, dishonesty or moral turpitude that results in (or might have reasonably resulted in) material harm to our business; (ii) intentional and material damage to our property and/or misappropriation of our funds; (iii) conduct that constitutes gross insubordination, incompetence or habitual neglect of duties that results in (or might have reasonably resulted in) material harm to our business that has not been cured within 30 days after written notice from the executive’s immediate supervisor or in the case of the chief executive officer, from the Board; or (iv) material breach of the Proprietary Information Agreement executed by the executive.

For purposes of the change in control and severance agreements, “Constructive Termination” means any of the following actions taken without Cause by us or a successor corporation or entity without the executive’s consent: (i) substantial reduction of the executive’s rate of compensation; (ii) material reduction in the executive’s duties, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” unless the executive’s new duties are substantially reduced from the prior duties; (iii) failure or refusal of a successor to Adverum to assume our obligations under the agreement in the event of a change in control; (iv) relocation of the executive’s principal place of employment or service to a place greater than 50 miles from the executive’s then current principal place of employment or service; (v) the requirement to increase the amount of time per week that the executive provides services to us or (vi) the requirement that the participant cease other employment or consulting engagements, unless such employment and/or consulting engagement results in a conflict with our business.

Pursuant to his change in control and severance agreement, in the event of a termination of employment by us without Cause or a Constructive Termination more than three months prior to a change in control or more than 12 months after a change in control, Dr. Fischer will be entitled to (i) 12 months of base salary and (ii) up to 12 months of continued healthcare coverage. In the event of a termination without Cause or a Constructive Termination, in each case, within the period commencing three months prior to a change in control and ending twelve months following a change in control, he will be entitled to (i) an amount equal to the sum of 24 months of base salary and two times Dr. Fischer’s target annual bonus for the year in which the termination occurs, payable in a lump sum, (ii) up to 24 months of continued healthcare coverage and (iii) the accelerated vesting of all of his outstanding equity awards. The payments and benefits described above are conditioned upon such executive executing and not revoking a release of claims against us and are subject to reduction in the event that such a reduction would result in a better after-tax outcome for Dr. Fischer.

Pursuant to their respective change in control and severance agreements, in the event of a termination of employment by us without Cause or Constructive Termination more than three months prior to a change in control or more than twelve months after a change in control, Drs. D’Souza, Riley and Mr. Soparkar will be entitled to (i) nine months of base salary and (i) up to nine months of continued healthcare coverage.

In the event Drs. D’Souza, Riley or Mr. Soparkar are terminated by us without Cause or experiences a Constructive Termination, in each case, within the period commencing three months prior to a change in control and ending on the first anniversary of the change in control, then he or she will be entitled to (i) an amount equal to the sum of 12 months of base salary and the executive’s target annual bonus for the year in which the termination occurs, payable in a lump sum, (ii) up to 12 months of continued healthcare coverage, and (iii) the accelerated vesting of all outstanding equity awards. The payments and benefits described above are conditioned upon such NEO executing and not revoking a release of claims against us.

In June 2021, Ms. Patterson resigned as an officer of Adverum. To ensure a smooth transition, we entered into a consulting agreement with Ms. Patterson for a term of three months, during which time Ms. Patterson’s outstanding stock options to purchase Adverum common stock and restricted stock units continued to vest. Pursuant to the consulting agreement, the post-termination exercise period applicable to Ms. Patterson’s stock options was extended to six months from the termination date of the consulting agreement.

In January 2021, Mr. Leung resigned as an officer of Adverum. In February 2021, we entered into a separation and general release of claims with Mr. Leung pursuant to which Mr. Leung received a payment for his 2020 bonus in the amount of $198,000, separation benefits under his change in control and severance agreement, which included a cash payment of $294,000, representing nine months of his base salary, and $8,320 of COBRA premiums. To ensure a smooth transition, we entered into a consulting agreement with Mr. Leung pursuant to which he would provide consulting services to us for a period of one month, during which time Mr. Leung’s outstanding stock options to purchase Adverum common stock continued to vest.

In October 2021, Ms. Thedinga resigned from Adverum. In October 2021, we entered into a separation and general release of claims with Ms. Thedinga pursuant to which Ms. Thedinga’s last date of employment was October 1, 2021. To ensure a smooth transition, we entered into a consulting agreement with Ms. Thedinga pursuant to which she provided consulting services to us for a period of three months for consideration of $33,333 per month, and her equity awards with Adverum continued to vest during this period.

None of Mr. DeRespino, Thrift and Ms. Clark received severance benefits in connection with their respective departures from Adverum.

The general employment benefits provided to the NEOs are generally the same as those provided to other nonunion, salaried employees and include medical, dental, basic life insurance, short and long-term disability insurance, and a tax-qualified 401(k) plan.

U.S. full-time employees qualify for participation in our 401(k) plan, which is intended to qualify as a tax-qualified defined contribution plan under the Internal Revenue Code.

Other than with respect to our 401(k) plan, our U.S. employees, including our Named Executive Officers, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

During 2021, our U.S. employees, including our Named Executive Officers, did not contribute to, or earn any amounts with respect to, any defined contribution or other plan sponsored by us that provides for the deferral of compensation on a basis that is not tax-qualified.

Generally, executive officers and directors can trade Adverum’s stock only when they do not have any material nonpublic information and there is not a trading blackout in place. In addition, executive officers are prohibited from engaging in hedging and pledging transactions.

Under ASC 718, we are required to estimate and record an expense for each award of equity compensation (including stock options, RSUs and PSUs) over the vesting period of the award. As long as stock options, RSUs and PSUs remain components of our long-term compensation program, we expect to record stock-based compensation expense on an ongoing basis according to ASC 718. Compensation expense relating to awards subject to performance conditions is recognized if it is probable that the performance goals will be achieved. The probability of achievement of such goals is assessed on a quarterly basis. The Compensation Committee has considered, and may in the future consider, the accounting implications of the granting of stock option grants, restricted stock units and/or performance stock unit awards.

Under Section 162(m) of the Internal Revenue Code (Section 162(m)), compensation paid to each of the company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the NEOs in a manner consistent with the goals of the company’s executive compensation program and the best interests of the company and its stockholders, which may include providing for compensation that is not deductible by the company due to the deduction limit under Section 162(m).

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CD&A”) contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2021.

The following table sets forth total compensation earned by our NEOs for the years ended December 31, 2021, 2020 and 2019.

Please see “Compensation Discussion and Analysis” above for a description of the establishment of the compensation for our NEOs in 2021.

The following table shows for the year ended December 31, 2021, certain information regarding grants of plan- based awards to our NEOs.