UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2023

Commission File Number: 001-39431

Freeline Therapeutics Holdings plc

(Translation of registrant’s name into English)

Sycamore House

Gunnels Wood Road

Stevenage, Hertfordshire SG1 2BP

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

2023 Annual General Meeting of Freeline Therapeutics Holdings plc

On May 31, 2023, Freeline Therapeutics Holdings plc (“Freeline” or the “Company”) published its UK Annual Report and Accounts for the fiscal year ended December 31, 2022 (the “2022 UK Annual Report”) and distributed a notice of its 2023 Annual General Meeting (the “2023 AGM”) and a form of proxy to its shareholders. The 2023 AGM will be held at Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 22 Bishopsgate, London, EC2N 4BQ, United Kingdom, on June 28, 2023 at 2:00 p.m. British Summer Time (BST). The notice of the 2023 AGM, the form of proxy and the 2022 UK Annual Report are furnished hereto as Exhibits 99.1, 99.2 and 99.3 respectively.

On or about May 31, 2023, Citibank, N.A., in its capacity as the depositary (the “Depositary”) for the Company’s American Depositary Shares (“ADSs”), commenced mailing notice materials and voting instructions to ADS holders to enable ADS holders of record as of May 22, 2023 to instruct the Depositary to vote the ordinary shares represented by their ADSs. A copy of the Depositary’s notice to ADS holders and the Depositary’s voting instructions to ADS holders are furnished hereto as Exhibits 99.4 and 99.5, respectively.

The 2022 UK Annual Report and other materials related to the AGM are posted on the investor relations section of the Company’s website at https://freeline.life/investors/AGM.

The information contained in this “2023 Annual General Meeting of Freeline Therapeutics Holdings plc” section of this Report on Form 6-K, as well as the documents furnished as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

SIGNATURES

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

Date: May 31, 2023

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this notice or as to the action you should take, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your shares, please send this document, together with the enclosed documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Whether or not you propose to attend the AGM, please complete and submit a form of proxy in accordance with the instructions printed on the enclosed form (the “Form of Proxy”). The Form of Proxy must be received not less than 48 hours (without taking account of any part of a day that is not a working day) before the time of the holding of the AGM (i.e. by 2:00 p.m. (London time) on 26 June 2023).

NOTICE OF THE ANNUAL GENERAL MEETING

OF FREELINE THERAPEUTICS HOLDINGS PLC (THE “COMPANY”)

to be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP

22 Bishopsgate, London, EC2N 4BQ, United Kingdom

on 28 June 2023 at 2:00 p.m. (London time) (the “AGM”)

Notice to overseas persons

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

FREELINE THERAPEUTICS HOLDINGS PLC — NOTICE OF ANNUAL GENERAL MEETING

Contents

Cautionary note regarding forward-looking statements

This document contains statements about the Company that are or may be “forward-looking statements”. All statements, other than statements of historical facts, included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “anticipates”, “estimates”, “projects” or words or terms of similar substance, or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. These factors are discussed in the “Risk Factors” section of filings that the Company makes with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the year ended 31 December 2022. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Past performance is not a guarantee of future performance. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation, the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this document are based on information available to the Directors of the Company at the date of this document, unless some other time is specified in relation to them, and the posting or receipt of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

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Letter from the Chairman of Freeline Therapeutics Holdings plc

(Registered and incorporated in England and Wales with Company number 12546479)

Registered Office:

Sycamore House

Gunnels Wood Road

Stevenage

Hertfordshire, SG1 2BP

England

31 May 2023

Directors

Chris Hollowood

Colin A. Love

Jeffrey A. Chodakewitz

Julia P. Gregory

Martin Andrews

Michael J. Parini

Paul Schneider

Dear Shareholder,

Notice of 2023 Annual General Meeting

The purpose of this document is to provide you with details of the resolutions to be proposed at the Annual General Meeting (the “AGM”) of the Company to be held on 28 June 2023 at 2:00 p.m. (London time) and convened by the formal Notice of AGM set out on pages 7 to 12 of this document.

In addition to highlighting the usual business to be transacted at the AGM, this letter explains the background to the resolutions which will be considered at the AGM, why the board of directors (hereinafter, the “Directors” or “Board”) consider the resolutions to be in the best interests of shareholders of the Company as a whole and why they recommend that you vote in favour of the resolutions. It also contains important information about the arrangements for the administration of the AGM.

The AGM will be held as a hybrid general meeting so that shareholders will be able to participate in the meeting virtually or in person. The Company has made arrangements for you to be able to participate online. Details of the online arrangements, including how to join the AGM, vote and ask questions during the meeting, are set out in the notes on pages 8 to 12 and the guide on page 13 of this document. On behalf of the Board, I hope that you will be able to join us either in person or virtually on 28 June 2023.

I encourage all shareholders to exercise their right to vote on the resolutions being put to the AGM in advance of the meeting by submitting a proxy vote, either by completing and returning the Form of Proxy posted to shareholders or by providing voting instructions electronically through www.investorcentre.co.uk/eproxy. Further details on how to register a proxy vote, along with information for CREST members who wish to appoint a proxy via the CREST electronic proxy appointment services, are set out on the notes on pages 8 to 12. Shareholders are advised to appoint me, the Chairman of the meeting, as your proxy to ensure that your vote is counted if for any reason you are not able to attend on the day.

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In accordance with the Company’s Articles of Association, all resolutions will be voted on by way of a poll.

The business to be conducted at the AGM consists of consideration of the following resolutions. Each of the resolutions will be proposed as ordinary resolutions. This means that for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolution 1 — Annual Report and Accounts

The Directors are obliged to present the annual financial statements, the strategic report, the directors’ report and the independent auditor’s report (the “U.K. Annual Report and Accounts”) to shareholders at the AGM.

Resolution 2 — Directors’ Remuneration Report

In accordance with the U.K. Companies Act 2006, we are required to seek an annual non-binding advisory vote from our shareholders to approve the Directors’ Remuneration Report and we are therefore seeking shareholders’ approval, on an advisory basis, of the Directors’ Remuneration Report. The approval sought does not include the U.K. Directors’ Remuneration Policy, which was approved by shareholders by way of binding vote at the Company’s AGM on 28 June 2021 and remains valid for a period of three financial years without the need for new shareholder approval, unless changes are proposed.

The report sets out the remuneration that has been paid to each person who has served as a Director at any time during the financial year ended 31 December 2022.

We encourage shareholders to read the U.K. Directors’ Remuneration Report, which can be found in our U.K. Annual Report and Accounts.

As this vote is advisory and not binding on our Board or our remuneration committee, a vote against this proposal will not overrule any decisions made by our Board or our remuneration committee, or require our Board or our remuneration committee to take any action with respect to the remuneration decisions set out therein. However, our remuneration committee will take into account the outcome of the vote when considering future compensation decisions.

Resolutions 3 and 4 — Appointment and remuneration of Deloitte LLP

The Company is required to appoint auditors at each general meeting at which accounts are presented to shareholders to hold office until the next such meeting.

Resolution 3 proposes the re-appointment of Deloitte LLP as auditors of the Company. Resolution 4 authorises the Directors to determine Deloitte LLP’s remuneration.

You are asked to authorise the Directors to re-appoint Deloitte LLP as auditors and to authorise the Directors to determine their remuneration. Deloitte LLP have indicated that they are willing to continue to act as the Company’s auditors for a further year.

Resolutions 5 to 11 (inclusive) — Re-appointment and appointment of Directors

In accordance with the Company’s Articles of Association, each of the current Directors who has held office since last year’s AGM will retire and stand for re-appointment. Resolutions 5 to 10 (inclusive) propose their re-appointment by the Company’s shareholders. Paul Schneider is standing for appointment as a Director by the Company’s shareholders for the first time, having been appointed by the Board on 30 March 2023. Resolution 11

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proposes his appointment by the Company’s shareholders. Biographical details of each of the Directors can be found on the Company’s Investor Relations website (www.freeline.life/investors/corporate-governance) to enable shareholders to take an informed decision on their re-appointment or appointment. Each of the Directors are recommended by the Board for re-appointment or appointment.

Resolution 12 — Approval of option repricing

This resolution seeks approval of the Option Repricing (as defined below),

As a result of the Company’s depressed share price, all of the outstanding options over Company shares granted under the (i) Freeline Therapeutics Holdings plc 2021 Equity Inducement Plan; and (ii) Freeline Therapeutics Holdings plc 2020 Equity Incentive Plan (together the “Plans”) are, as at the date of this notice of AGM, “underwater” (meaning the per share option exercise price is higher than the Company’s share price).

Additionally, on 12 May 2023, the Company changed its American Depositary Share (“ADS”) to ordinary share ratio from one (1) ADS representing one (1) ordinary share to the new ratio of one (1) ADS representing fifteen (15) ordinary shares (the “Ratio Change”). The Ratio Change was effected to enable the Company to regain compliance with the Nasdaq Stock Market’s $1.00 minimum bid price requirement. As a result of the Ratio Change, each option if and when exercised will be settled by 15-times fewer ADSs than before, and the exercise price of each option when presented as the per ADS exercise price has been multiplied by 15.

The Company faces significant competition for experienced and talented personnel with critical and high-demand skills in its industry. While the Company’s compensation packages generally include a number of different components, the Board and its remuneration committee believe that equity compensation generally and options in particular are a critical part of the Company’s compensation program. The Board designed the Plans to incentivise the successful execution of business strategy over the longer term, to attract, provide long-term retention and motivate persons who make (or are expected to make) important contributions to the Company, and to increase alignment of interests with shareholders.

The In-Scope Options (as defined below) have exercise prices ranging from $0.47 to $8.15 per ordinary share (or $7.05 to $122.25 per ADS, after adjusting for the Ratio Change). They were also all granted within the last two years and accordingly are all majority unvested. While the Board remains optimistic regarding the potential of the Company’s FLT201 product candidate for the treatment of Gaucher disease, the price of the Company’s shares remains depressed. On 16 May 2023, the closing market value of an ADS as reported on the Nasdaq Capital Market was $3.28 per ADS.

While the Board and its remuneration committee strive to maintain a market-appropriate balance between employee and investor ownership, the In-Scope Options do not currently incentivise option holders and are unlikely to be exercised and dilute shareholders in the near term. The Board and its remuneration committee have determined that the lack of incentive could materially interfere with the Company’s efforts to retain the service of the holders of the In-Scope Options. Therefore, on 17 May 2023, the Board approved, subject to the approval of the shareholders at the AGM, the Option Repricing, to encourage an increasing alignment of their interests with those of shareholders and their stake in the long-term performance and success of the Company. The Board has determined that the Option Repricing is in the best interest of the Company and its shareholders as a whole.

In accordance with the applicable rules of the Plans, and in line with U.K. investors’ expectations, you are being asked to consider, and if thought fit, approve (by way of ordinary resolution), the repricing of certain underwater options (the “Option Repricing”), the key terms of which are as follows:

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(each an “In-Scope Option”); and

There would be no changes to the vesting schedules or any other terms and conditions to the In-Scope Options, and options held by an option holder who is a non-executive director of or consultant to the Company will not be considered an “In-Scope Option” and will therefore remain unaffected by the proposed Option Repricing.

The Board also considered implementing a program to exchange underwater options for new options. However, the exchange ratios for such an exchange would likely result in fewer replacement awards being granted, and the Board did not believe such a program would provide sufficient incentives for retention under the Company’s current circumstances. In addition, any exchange proposal would require compliance with the U.S. Securities and Exchange Commission’s tender offer rules and result in additional costs, complexities and burdens on the Company’s resources.

Even if the Option Repricing is approved by shareholders, the Board will have discretion to not proceed with the Option Repricing.

You will find a Form of Proxy enclosed with this document for use in connection with the AGM. Whether or not you intend to be present at the AGM, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, forms of proxy must be completed and received by the Company’s registrars, Computershare Investor Services PLC, at the Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom not later than 2:00 p.m. (London time) on 26 June 2023, being 48 hours before the time appointed for holding the AGM (without taking account of any part of a day that is not a working day) or completed electronically in accordance with the notes to this document. Completion of the Form of Proxy will not preclude you from attending the AGM and voting in person if you so wish.

The Directors consider that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and are likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Chris Hollowood

Chairman

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FREELINE THERAPEUTICS HOLDINGS PLC

(the “Company”)

(Registered and incorporated in England and Wales with company number 12546479)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “AGM”) of the Company will be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP at 22 Bishopsgate, London, EC2N 4BQ, United Kingdom on 28 June 2023 at 2.00 p.m. (London time) to consider and, if thought fit, to pass the resolutions below. Each of resolutions 1 to 12 will be proposed as an ordinary resolution.

Ordinary resolutions

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Notes:

Entitlement to attend and vote

shall be entitled to attend and vote at the AGM or adjourned meeting (as applicable) in respect of the number of ordinary shares registered in their name at the time.

Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the AGM.

Entry to the virtual AGM

Website giving information regarding the AGM

Appointment of proxies

8

Appointment of proxy using hard copy Form of Proxy

Appointment of proxy electronically

9

Appointment of proxies through CREST

Appointment of proxy by joint holders

Changing proxy instructions

10

Termination of proxy appointments

Corporate representatives

Verification of identity

Electronic address

Requests under section 527 of the U.K. Companies Act 2006

11

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the U.K. Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the U.K. Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the U.K. Companies Act 2006 to publish on a website.

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HOW TO PARTICIPATE IN ONLINE MEETINGS

Attending the AGM online   This year we will be conducting a hybrid meeting, giving you the opportunity to attend the meeting in-person or to participate online, using your smartphone, tablet or computer.   If you choose to participate online you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

		Access				Navigation
		Click JOIN MEETING NOW’
		Once the webpage above has loaded into your web browser, select ‘Shareholder’ on the login screen and enter your Shareholder Reference Number and PIN.   If you are a third-party proxy, corporate representative or an invited guest, use the link on the email you will receive from Computershare prior to the meeting. Otherwise select ‘Invitation’ on the login screen then enter your personalised invitation code from the email.   If you have trouble logging in, please follow the instructions on screen.   If you are a guest:   Select ‘Guest’ on the login screen. As a guest you will be prompted to complete all relevant fields including title, first name, last name and email address.				When successfully authenticated, the home screen will be displayed. You can view company information, ask questions, and watch the webcast.   If viewing on a computer, the webcast will appear automatically once the meeting has started.   Voting   Once the voting has opened, the options will be on your screen.   To vote, simply select your voting direction from the options shown on screen.   Your vote has been cast when the check mark appears. To change your vote, select ‘Change My Vote’.
		Please note, guests will not be able to ask questions or vote at the meeting.   Technical Issues   If you experience any technical issues with the site you may either call our registrar on the telephone number provided on the site or once you have entered the meeting, you can raise your question using the chat function. If you have technical issues prior to the start of the meeting you should contact our registrar on the shareholder helpline.				Messaging   Any eligible member attending the meeting remotely is permitted to partake in the discussion. Press the Q&A icon to submit your question.   Type your message into the box at the bottom of the screen and press the ‘Send’ button.

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FREELINE THERAPEUTICS HOLDINGS PLC

Sycamore House

Gunnels Wood Road

Stevenage

Hertfordshire, SG1 2BP

England

Exhibit 99.2

Please detach this portion before posting this proxy form.

To be effective, all proxy appointments must be lodged with the Company’s Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 26 June 2023 at 2.00 pm UK time.

Explanatory Notes:

Poll Card To be completed only at the AGM if a Poll is called.

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — —

Form of Proxy

		+

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of FREELINE THERAPEUTICS HOLDINGS PLC to be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 22 Bishopsgate, London, EC2N 4BQ on 28 June 2023 at 2.00 pm UK time, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

∎                                                                                                                   W K F 1 7 6 1             02                     F T L       +

12V4XD D01

Exhibit 99.3

Freeline Therapeutics Holdings plc

Annual Report and Accounts

for the year ended 31 December 2022

Registered number: 12546479

i

Company Information

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UK Financial Documents

Introduction

Freeline Therapeutics Holdings plc (the “Company”) is a public limited company incorporated under the laws of England and Wales, with American Depositary Shares (“ADSs”) (representing its ordinary shares on a 1:15 basis) listed on the Nasdaq Capital Market and traded under the symbol “FRLN”. To meet US securities law reporting requirements, the Company is required to file an annual report on Form 20-F with the United States Securities and Exchange Commission (the “SEC”), which includes the audited consolidated financial statements of the Company and its subsidiaries (the “Group”) prepared in accordance with US GAAP. To meet UK statutory reporting requirements, the Company is required to file UK consolidated accounts. Freeline Therapeutics Holdings plc is applying Statutory Instrument (SI) 2022/943, which allows the option to adopt US GAAP until September 2023 in relation to the preparation and filing of consolidated financial statements in the UK. The contents of this Annual Report and Accounts are, as follows:

This document (the “Annual Report and Accounts”) is comprised of the reports listed above and the Annual Report on Form 20-F (the “Form 20-F”) filed with the SEC on 4 April 2023. For the purposes of this Annual Report and Accounts, the exhibits to the Form 20-F are not incorporated by reference. The Annual Report on Form 20-F is also included in this set of Accounts.

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Strategic Report

Principal Activity

The Company is a clinical-stage biotechnology company with the ambition of developing transformative adeno-associated virus (“AAV”) vector-mediated gene therapies. The Group is dedicated to improving patient lives through innovative, potential one-time treatments for chronic debilitating diseases.

The Group uses its proprietary, rationally designed AAV vector and capsid along with novel promoters and transgenes to deliver a functional copy of a therapeutic gene into human liver cells, thereby expressing a persistent functional level of the missing or dysfunctional protein into the patient’s bloodstream.

The Group’s pipeline includes a program in the clinic for Gaucher disease, deprioritised product candidates in Fabry disease and haemophilia B and research programs targeting novel applications for gene therapy, for which it has, through owned and in-licensed intellectual property rights, development and worldwide commercial rights.

Other information required within the Strategic Report which is included in Form 20-F

Where the requirements of the strategic report in accordance with the Companies Act 2006 have been met in the Form 20-F, details of this have been provided in the table below and referenced to the Form 20-F accordingly. Additional requirements which are not met by the Form 20-F have been disclosed separately at the end of the Strategic Report. The Form 20-F is attached in Appendix 1, and forms part of this report by cross reference.

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Information required within the Strategic Report which is not included in Form 20-F

Key Performance Indicators (“KPIs”)

The Company’s key performance indicators allow the business to measure both the financial value created for its stakeholders and the strategic value in growing the business and delivering on its purpose.

The directors consider that the Company has the following financial and non-financial KPIs as a measure of its performance and position:

Financial KPIs

The directors and management regularly review the Group’s total liquidity position, operating and investing cash flows as part of the management of overall liquidity, financial flexibility and capital structure. Total liquidity is the total of cash and cash equivalents and short-term deposits and operating and investing cash flows is defined as cash-flows before financing income.

At 31 December 2022, the total liquidity position was $47.3 million and the average monthly cash burn rate of the Group was $8.0 million, excluding financing activities. At 31 December 2021, the total liquidity position was $117.7 million and the average monthly cash burn rate of the Group was $10.7 million, excluding financing activities.

Non-Financial KPIs

Given the size of the Company and the nature of its activities, the directors consider that the Company does not have any non-financial KPIs.

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Corporate Governance and Section 172 Statement

The board of the Company is responsible for the Group’s corporate governance policies and recognises the importance of this in sustaining and growing the business. The board is committed to listening to and communicating openly with its shareholders to ensure the Group’s strategy and performance are clearly understood. Understanding what investors and analysts think about the Group and helping them to understand the Group’s business is a key part of driving its business forward.

The directors of companies incorporated in England and Wales, such as the Company, must act in accordance with certain general duties set out in the Companies Act 2006 and certain other duties and obligations, including (but not limited to) a duty to act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard (amongst other matters) to:

The directors of the Company are mindful of their duties and obligations under section 172 of the Companies Act 2006 when making decisions. Further detail on how the board takes into account the interests of various stakeholders in promoting the success of the Company is set out in the remainder of this Strategic Report.

Social, Community and Human Rights Matters

The Group has a Code of Business Conduct and Ethics which is published on its website and can be found here: https://www.freeline.life/media/1408/freeline-code-of-conduct_cpol-001-v11-_website.pdf. The Code of Business Conduct and Ethics sets out, amongst other things, the Group’s commitment to the highest level of ethical conduct in all of its business activities, including but not limited to relationships with employees, partners, suppliers, competitors, the government, the public and the Company’s shareholders. Wherever the Group operates, it strives to make a positive and meaningful contribution to the surrounding community and to ensure the distribution of a fair share of benefits to all stakeholders impacted by its activities, including the surrounding community. The Group also has an anti-bribery and anti-corruption policy.

The Group does not, at present, have a specific policy on human rights. However, the Group has a number of measures in place to ensure that it respects the human rights of its employees and other stakeholders, including through:

Environmental Matters

The Group’s activities have a minimal environmental impact. The Group leases all its facilities and outsources manufacturing of its product candidates for its clinical trials. The Group complies with all applicable environmental laws and regulations. The Group takes positive steps to reduce its carbon footprint, where possible. For a full report on the carbon emissions for the Group please see the Carbon Emissions section in the Directors’ Report.

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Employee Engagement

The Group’s employees are fundamental to the delivery of its success, and so the Group takes the time to recruit the right people in the right job. The Group regularly invests in its employees’ professional development to ensure each employee reaches their full potential. The Group aims to be a responsible employer in its approach to the pay and benefits its employees receive, and aims to understand the needs of its employees. In doing so, the Group has spent time investing in wellbeing for its employees. While the Group implemented workforce reductions in November 2021, October 2022 and March 2023, the Group took steps to retain and motivate its remaining personnel.

The Group uses communication cascades with all employees to provide employees with information on matters of concern to them and to make all employees aware of financial and economic factors affecting the performance of the Group. The chief executive officer and his management team engage with employees by regular communication updates and virtual town hall meetings where employees have been welcomed to ask questions of the chief executive officer and his management team.

The Group actively promotes benefits to its staff, including medical insurance and life insurance, and will continue to develop its offerings to employees around health and wellbeing.

Diversity and Equality

Diversity and inclusion are integral to the Group’s strategy and align with the Group’s values of integrity and respect. The Group recognises that valuing and promoting a culture of diversity and inclusion enables employees to contribute their unique perspective and fully leverages their individual talents.

Appointments within the Group are made on merit according to the balance of skills and experience offered by prospective candidates. Whilst acknowledging the benefits of diversity, individual appointments are made irrespective of personal characteristics such as race, disability, gender, sexual orientation, religion or age.

A breakdown of the employment statistics as of 31 December 2022 is as follows:

Approval

This report was approved by the board of directors on 31 May 2023 and signed on its behalf by:

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Directors’ Report

The directors present their report on the Group for the year ended 31 December 2022.

Where the requirements of the Directors’ Report in accordance with the Companies Act 2006 have been met in the Form 20-F, details of this have been provided in the table below and referenced to the Form 20-F accordingly. Additional requirements which are not met by the Form 20-F have been disclosed separately at the end of the Directors’ Report. The Form 20-F is attached in Appendix 1.

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Other information required within the Directors’ Report which is not included in Form 20-F

Directors

The directors who served during the year and to the date of signing were as follows:

Statement on directors’ third-party indemnity provision

The Company has entered a deed of indemnity with each of its directors and members of its senior management. The Company’s articles of association provide that it shall indemnify its directors and members of senior management to the fullest extent permitted by applicable law.

The amount set aside or accrued by the Company to provide pension, retirement or similar benefits to members of its board of directors amounted to a total of $0 in the year ended 31 December 2022.

Political donations and expenditure

The Group did not make any political donations or incur any political expenditure (including in respect of any non-UK political party) in the year ended 31 December 2022.

Branches outside of the UK

The Company has a number of subsidiaries incorporated outside of the UK, as detailed in Note 9 to the financial statements. The Company has no branches outside the UK.

Going Concern

The directors have assessed the going concern and believe that there is material uncertainty that may cast significant doubt upon the Company’s ability to continue in operational existence for twelve months from the date of signing the accounts. Further information may be found in Note 1 to the financial statements.

Carbon Emissions

This annual report for the year ended 31 December 2022 is the third annual report in which the Group is reporting its carbon emissions footprint.

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The carbon footprints for the Group for the years ended 31 December 2022 and 2021 are as follows:

*Full Time Employee

By Country:

*Full Time Employee

The Group was unable to obtain certain US-related emission figures from its partners and therefore these are not reflected in the numbers above.

For clarity, Scope 1 emissions are direct emissions produced by the burning of fuels. Scope 2 emissions are indirect emissions related to the generation of the electricity consumed and purchased by the Group. Scope 3 emissions are indirect emissions produced by the Group’s activity; these emissions are not owned or controlled by the Group. Scope 3 emissions primarily relate to business travel.

The organisational footprint of the Group is calculated in accordance with the Greenhouse Gas protocol for corporate accounting using an operational control approach. Scope 2 emissions are calculated using the location-based methodology. Currently, the Group reports on Scope 3 emissions relating to business travel only, in accordance with the Greenhouse Gas protocol for corporate accounting using a distance-based method.

The electricity consumption for the Group for Scope 2 activities was 415,454 KwH in 2022 and 583,906 KwH in 2021.

Where practical the Group enables remote working and also utilises online conferencing facilities to reduce business travel.

Future Developments

The Company’s research and development activities include one program in the clinic, two deprioritised product candidates and research programs targeting novel applications for gene therapy, for which it has, through owned and in-licensed intellectual property rights, development and worldwide commercial rights.

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In the next year, the Company will continue to develop and seek to identify gene therapies for the treatment of chronic debilitating diseases with high unmet need.

Events after the balance sheet date

On 8 February 2023, the Company closed the previously announced sale of its German subsidiary, Freeline Therapeutics GmbH, and certain intellectual property rights pertaining to the business of Freeline Therapeutics GmbH, to Ascend Gene and Cell Therapies Limited (“Ascend”), for $25 million, subject to purchase price adjustments. At closing, the Company and Ascend entered into an intellectual property deed of assignment and license and a transition services agreement (the “Transition Services Agreement”), pursuant to which Ascend will provide certain services in the area of development and manufacturing to the Company. The Company agreed to utilise, and Ascend agreed to make exclusively available to the Company, no fewer than 15 full-time employee equivalents, or “FTEs” (as defined in the Transition Services Agreement), per annum for a guarantee period of 18 months following the Transition Services Agreement’s effective date. The Company also agreed to pay Ascend a guaranteed minimum of approximately $7.9 million in respect of FTE costs during such period, $2.6 million of which were paid upfront.

On 21 March 2023, we entered into an exclusive patent and know-how license agreement with Forcefield Therapeutics Limited (“Forcefield”), a company controlled by Syncona Limited (“Syncona”). Under the terms of the agreement, Forcefield granted us an exclusive license under certain patent rights to develop and commercialise AAV gene therapies for certain cardiac conditions and a non-exclusive license to certain know-how. We were required to make an upfront payment to Forcefield of £0.5 million or $0.6 million and may be required to make up to £18.3 million ($22.0 million) in development and regulatory milestone payments, and pay Forcefield a mid-single-digit percentage royalty on net sales of certain royalty products on a product-by-product and country-by-country basis, until the later of (a) the expiration of the last valid licensed patent claim covering such product in such country or (b) ten years from the first commercial sale of such product sold in that country or 20 years from the date upon which the agreement was signed. We also agreed to make payments to Forcefield in accordance with a workplan to be agreed in connection with a sponsored research agreement entered into between Forcefield and a non-profit organisation.

On 24 March 2023, we entered into an exclusive patent and know-how license agreement with Syncona IP Holdco (2) Limited (“Syncona Holdco”), a company controlled by Syncona. Under the terms of the agreement, we granted Syncona Holdco an exclusive license under certain patent rights related to an immune-modifying protein to develop and commercialise the technology other than in respect of liver-directed gene therapies and a non-exclusive license to certain know-how. Syncona Holdco was required to make an upfront payment to us of £0.5 million or $0.6 million and may be required to make up to £12.5 million or $15.1 million in development and regulatory milestone payments, and pay us a low-single-digit percentage royalty on net sales of certain licensed products and know-how products on a product-by-product and country-by-country basis, commencing on the date of the first commercial sale of such product in such country until (in respect of licensed products) the expiration of the last valid licensed patent claim covering such product in such country or (in respect of know-how products) 20 years from the date upon which the agreement was signed.

During the first quarter of 2023, the Company completed a financial and organisational assessment to increase efficiencies and reduce operating expenses. As a result of this assessment, the Company reduced its U.S. and U.K. workforce by nearly 30%. The Company incurred total expenses relating to the workforce reduction of $1.1 million of charges, consisting of severance and termination-related costs, which will be recognized as operating expenses.

On 12 May 2023, the Company changed the ratio of its ADSs to its ordinary shares (the “ADS Ratio”) from the previous ADS Ratio of one ADS to one ordinary share to a new ADS Ratio of one ADS to fifteen ordinary shares. The change in the ADS Ratio had the same effect as a one-for-fifteen reverse ADS split and was intended to enable the Company to regain compliance with the Nasdaq minimum bid price requirement.

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On 18 May 2023, the Group entered into a Mutual Release and Settlement Agreement (the “Settlement Agreement”), with Brammer Bio MA, LLC (“Brammer”) to resolve the arbitration arising from the Dedicated Manufacturing and Commercial Supply Agreement, dated 30 June 2020, by and between Freeline Therapeutics Limited and Brammer (the “DMCSA”). Pursuant to the terms of the Settlement Agreement, the Group will pay to Brammer a total of $2.25 million. Subject to specified conditions and exceptions, the parties will dismiss the arbitration, and each party will release the other party from any and all claims arising from the parties’ business relationship.

Disclosure of information to auditor

In accordance with Section 418 of the Companies Act 2006, each director in office at the date the Directors’ Report is approved confirms that:

Independent auditor

The Group’s auditor, Deloitte LLP, have indicated their willingness to continue in office, and a resolution that they be re-appointed will be proposed at the annual general meeting.

Directors’ Responsibilities Statement

The directors are responsible for preparing the Annual Report and the Financial Statements, in accordance with applicable law and regulations.

Company law requires the directors to prepare Financial Statements for each financial year. Under that law, the Directors elected to prepare the Group’s consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the Company’s Financial Statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 (“FRS 102”). Under company law, the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and Company for that period.

In preparing the Company’s Financial Statements, the directors are required to:

In preparing the Group’s Financial Statements, US GAAP requires that directors:

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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions

Responsibility statement

We confirm that to the best of our knowledge:

This responsibility statement was approved by the board of directors on 31 May 2023 and is signed on its behalf by:

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Directors’ Remuneration Report

Annual statement by the Chair of the Remuneration Committee

The information provided in this part of the Directors’ Remuneration Report is not subject to audit:

Dear Shareholder,

As the Chair of the Remuneration Committee (the “Committee”), I am pleased to present, on behalf of the board of directors (the “Board”) of Freeline Therapeutics Holdings plc (the “Company” or “Freeline”), the Directors’ Remuneration Report for the year ended 31 December 2022 (the “Report”).

The Report will be subject to an advisory vote at the forthcoming Annual General Meeting on 28 June 2023 (the “AGM”). The Directors’ Remuneration Policy (the “Policy”) was approved by shareholders at the Annual General Meeting on 28 June 2021 and will remain in force for three years from that date (until the Annual General Meeting in 2024, or until a revised remuneration policy is approved by shareholders).

Introduction

Against the backdrop of a challenging market environment for the pre-commercial biotechnology sector with high inflation and rising interest rates, Freeline took necessary steps during 2022 to streamline the organisation and extend its cash runway through a series of difficult but important strategic and cost-saving initiatives, including:

The Company has made important investments in senior executive talent over 2022, through the appointment of several key executives, including Henning R. Stennicke, PhD, as Chief Scientific Officer to lead research and discovery, Nicole Jones as Chief People Officer and Paul Schneider as Chief Financial Officer and, from 30 March 2023, as an executive director.

With a streamlined organisation and new leadership team in place, the Company is looking ahead to key milestones in the development of FLT201 in Gaucher disease and is actively screening patients for dosing in its GALILEO-1 Phase 1/2 trial. The first data read-out from the first cohort is expected in the third quarter of 2023.

From 2023 and beyond, the Committee’s role will be to ensure that directors and senior executives at Freeline are appropriately compensated and incentivised to deliver growth to shareholders in a long-term and sustainable manner. The Committee will seek to accomplish this by implementing remuneration programmes that are grounded in market practice, effective at driving proper executive behaviours, clearly link pay with performance and are cost-efficient overall to shareholders. The Committee also considers non-executive directors within the Policy and considers that the current remuneration strategy provides an appropriate level of remuneration for their services.

As many of the previously issued and outstanding equity awards have been recycled and returned to the pool of shares available for award grants (as a result of workforce reductions), the Committee has continued to leverage

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the available share pool to deliver competitive equity ownership to the remaining organisation. Where required, management, with the support of the Committee, has taken decisive action to make off-cycle retention grants to wider critical-to-retain employees. In doing so, the Committee strives to maintain a market-appropriate balance between employee and investor ownership, acknowledging that many of the options issued immediately post-IPO are significantly underwater and are unlikely to be exercised and dilute shareholders in the near term.

The Board is committed to continued remuneration-related dialogue with shareholders. The Committee will consider shareholder feedback received following the AGM, as well as any additional feedback and guidance received from time to time. This feedback will be considered by the Committee as it develops the Company’s remuneration framework and practices going forward. Assisted by its independent adviser, the Committee also actively monitors developments in the expectations of institutional investors and their representative bodies.

The Global Marketplace for Talent

Freeline is a global biopharmaceutical company with operations in both the United Kingdom and the United States. The majority of its senior executive team and Board is based in the United States. Although the Company intends for both countries to be areas of growth and importance both now and in the future, the US biopharmaceutical market is very competitive and continues to serve as the primary market reference for the Committee when evaluating remuneration levels and practices. This helps attract and retain directors and motivate the superior talent needed to successfully manage the Company’s operations worldwide. Where executives have been based outside of the United States, secondary regional benchmarks have also been considered to manage cash remuneration at an appropriate local market level, particularly where exchange rates against the US Dollar have been volatile.

While the Committee references US market practice as the primary benchmark for both executive and non-executive director remuneration, it also takes account of UK market practice and any additional relevant local market practice. Freeline will consider both local market practice and the interests of shareholders when making pay decisions that are globally consistent in philosophy and approach but are adapted to meet local market requirements.

In taking any actions, the Committee is mindful of general UK compensation frameworks, including investor bodies’ guidance and the UK Corporate Governance Code, and has incorporated practices into its remuneration programs and policies where it believes they best serve the long-term interests of shareholders.

Corporate Governance Standards

Freeline is a “foreign private issuer,” as defined by the US Securities and Exchange Commission. As a result, in accordance with Nasdaq listing requirements, the Company may rely on home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. Freeline complies with the directors’ remuneration reporting regulations under Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) 2008 (as amended), as required by the UK Companies Act 2006, and voluntarily follows most Nasdaq corporate governance rules.

The Board presently has seven members. As a foreign private issuer, under the listing requirements and rules of Nasdaq, Freeline is not required to have independent directors on the Board, except that the audit committee is required to consist fully of independent directors, subject to certain phase-in schedules. The Board determined that Chris Hollowood, Colin A. Love, Jeffrey A. Chodakewitz, Julia P. Gregory and Martin Andrews, representing five of our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq general independence rules. For audit committee purposes, the Board has determined that each of Martin Andrews, Julia P. Gregory and Colin A. Love are independent directors under Nasdaq listing rules and under Rule 10A-3 under the US Securities Exchange Act of 1934, as amended.

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Remuneration Programme Highlights

During 2022, the Committee undertook a number of activities to review and update, as appropriate, a broad range of remuneration programmes and policies, including:

2023 Salary Outcome

Salaries are normally reviewed annually in the first quarter of the year with an effective date of 1 April. For 2023, it was agreed by the Committee that the CEO would be awarded a salary increase of 2.5%, which was agreed upon evaluation of a range of factors, including his position relative to the Company’s executive compensation peer group and his performance over the prior year. This increase was below the 4% overall budget for salary increases for the wider eligible employee base.

2022 Bonus Outcome

The CEO was once again eligible to receive a target bonus of 55% of salary for 2022. In 2021, 50% of the target bonus was subject to strategic corporate goals with the remaining 50% tied to individual performance. In 2022, a multiplier based on performance against strategic corporate goals and a multiplier based on a qualitative assessment of the CEO’s individual performance by the Committee were applied to the CEO’s target bonus. A corporate multiplier of 117% was awarded, and an individual bonus multiplier of 125% was awarded (each within a minimum of 0% and a maximum of 150%). This resulted in a total bonus of 146% of target (within a minimum of 0% and a maximum of 225%), which payment equalled 80% of salary. The Committee noted that the CEO had exceeded expectations through his strong leadership through a difficult period of cost rationalisation that has put the Company on more solid financial footing to focus its resources on advancing FLT201, which has the potential to be a first- and best-in-class gene therapy for Gaucher disease Type 1.

2023 Equity Approach

With all of the historical option grants to employees underwater and a critical two-year time horizon to retain and motivate the team to execute on its clinical strategy, the Committee agreed to shorten the overall vesting period of the 2023 annual awards from four to three years. Notwithstanding the service-based vesting, the 2023 awards granted across the employee organisation are also subject to vesting acceleration upon achievement of two

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distinct milestones related to progression of the Company’s FLT201 product candidate toward initiation of a Phase 3 clinical trial. The Committee believes this performance-based vesting will create alignment across the employee organisation towards achieving these critical value-driving milestones for shareholders.

Conclusion

I would like to finish by thanking Freeline co-founder Amit Nathwani, following his retirement from the Board in March 2023. I have greatly appreciated the support that Amit has provided me since we co-founded Freeline in 2015, and I am pleased that he will continue to be involved with the Company as a Clinical and Scientific Adviser.

I hope that you find the information in this Report helpful, and look forward to the AGM, where we hope to have your support.

Yours sincerely

Dr. Chris Hollowood

Remuneration Committee Chair

31 May 2023

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Directors’ Remuneration Policy

The current Policy for the Company’s directors was put forward for approval by shareholders in a binding vote at the Annual General Meeting on 28 June 2021 and approved with a vote of 82.44% of all ordinary shares represented in favour. The Policy took effect from the date of approval and applies for a period of three years, until 2024. It can be found on page 16 of the Company’s 2020 Annual Report and Accounts at https://www.freeline.life/media/1395/freeline-ar-combo-2up_revised.pdf .

Annual Report on Remuneration

This part of the Report has been prepared in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008 (as amended). Since the Company does not have a premium listing on the London Stock Exchange, it is under no obligation to comply with the UK Corporate Governance Code, but best practice and good governance have been considered when preparing this Report. The Report on Remuneration and the Annual Statement by the Chair of the Committee will be put to a single advisory shareholder vote at the AGM on 28 June 2023.

Remuneration Committee

The remuneration of the executive directors is determined by the Committee.

The members of the Committee during the year were all non-executive directors. Chris Hollowood chaired the Committee, and Martin Andrews and Jeffrey A. Chodakewitz were members of the Committee throughout the year.

No conflicts of interest have arisen during the period and none of the members of the Committee has any personal financial interest in the matters discussed, other than as shareholders. Chris Hollowood is currently the Chief Executive Officer of Syncona and served as the Chief Investment Officer during 2022 until his promotion to CEO on 1 January 2023. He acts as Syncona’s representative on the Board of Freeline. The fees of the non-executive directors are approved by the Board on the recommendation of the Committee. During the reporting period, the Committee met six times formally. Details of attendees are as below.

Meetings Attendance

The CEO is invited to attend meetings where appropriate. No individual is present when matters relating to their own remuneration are discussed.

Advisors to the Remuneration Committee

During the year, the Committee received independent advice from the executive compensation practice of Aon Solutions UK Limited (“Aon”). Aon advises the Committee on all aspects of director and senior executive remuneration. Since the IPO, Aon has assisted with the drafting of the Policy and the Report and has updated the Committee on UK and US remuneration reporting and corporate governance best practice. In relation to work carried out in 2022, fees charged by Aon for advice provided to the Committee amounted to approximately $143,000 (excluding VAT).

Activity in the Period

What has the Committee done in the year:

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The Committee is formally constituted and operates on a written Remuneration Committee Charter, which is available on the Company’s website, https://www.freeline.life/investors/corporate-governance/.

Statement of Shareholder Voting at AGM

The latest votes cast by proxy and at the applicable AGM with respect to the 2022 Report and the 2021 Policy were as follows:

Single Figure of Remuneration (audited)

The table below provides a breakdown of the various elements of the directors’ pay for the years ended 31 December 2022 and 31 December 2021:

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Notes to the table:

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2022 Annual Bonus

In 2022, the CEO’s bonus of $485,384 was based on a mix of corporate measures that make progress towards the Company’s strategic goals and personal performance objectives based on a qualitative review by the Committee. In 2021, 50% of the target bonus was subject to strategic corporate goals with the remaining 50% tied to individual performance. In 2022, multipliers based on achievement of both strategic corporate goals and individual performance objectives were applied to the CEO’s target bonus. The overall bonus outcome resulted in a pay-out of 80.44% of salary (146% of target, within a minimum of 0% and a maximum of 225%) as set forth below:

Each of the corporate objectives above was divided into a series of sub-areas of specific target and stretch goals. Although the Company received no or only partial credit in certain clinical and research objectives, stretch achievement goals were achieved in other clinical and research areas, alongside strong performance on corporate, financial and organisational and corporate development objectives. This included the Company’s $26.1 million registered direct offering, the sale of its German subsidiary for $25 million and its success recruiting senior executive talent and reducing cash burn.

Based on a qualitative assessment of the CEO’s individual performance by the Committee, an individual performance multiplier of 125% of the target was awarded. The Committee noted that the CEO had exceeded expectations through his strong leadership through a difficult period of cost rationalisation. This included rigorously assessing the Company’s strategic priorities based on its financial position and the capital needs associated with advancing three clinical-stage programs in parallel and steering the sale of the Company’s German subsidiary, Freeline Therapeutics GmbH, which closed in February 2023. His strategic delivery has put the Company on more solid financial footing to focus its resources on advancing FLT201, which has the potential to be a first- and best-in-class gene therapy for Gaucher disease Type 1. The Committee is satisfied that the overall bonus outcome is appropriate. The CEO is not required to defer any part of his bonus.

Omnibus Incentive Plan (OIP) (audited)

Awards Granted in the Year

The CEO was granted the following market value options in the year, with the exercise price equal to the closing sales price of an ADS on the last trading day before the grant date and vesting subject to continued employment only:

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Notes to the table:

The Committee considered a variety of factors in determining the number of shares granted subject to awards to the CEO, including external competitive market assessments by Aon, corporate and individual performance and rate of use of the equity pool on an annual basis.

Non-executive directors were also granted the following options during the year, each vesting based on continued service only:

Notes to the table:

In addition, Dr. Nathwani was granted restricted share units (“RSUs”) over 10,000 shares on 8 April 2022, at a grant date value of $10,154, in connection with services provided to the Company during 2021 as interim Chief Scientific Officer outside of his role as a non-executive director. The RSUs vested in full six months from the first full month of grant on 31 October 2022.

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Awards Vesting in the Year

The following awards vested in the year based on continued service. No options were exercised during the reporting year. See detail below:

Payments to Past Directors and Loss of Office (audited)

No payments were made to former directors of the Company during the year.

External Directorships

The Board believes that it may be beneficial to the Company for executives to hold certain roles outside the Company, provided that the Company’s business takes priority. Any such appointments are subject to the prior written consent of the Board and the director may retain any fees received. Michael Parini did not at any point during 2022 (and does not currently), hold any external directorships.

Directors’ Shareholding and Share Interests (audited)

The share interests of each director as at 31 December 2022 (together with interests held by their connected persons) are set out in the table below. As a direct link between executive remuneration and the interests of shareholders, the Committee has implemented shareholding guidelines for executive directors. The guidelines require that executive directors build up and maintain an interest in the ordinary shares of the Company that is 200% of their salary within five years from the later of the introduction of the guidelines or appointment. As Mr. Parini became an executive director on 15 August 2021, he has until 15 August 2026 to be in compliance.

Executive directors are required to retain at least 50% of shares (net of tax) from awards made under the OIP until the target shareholding is attained.

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Non-executive directors are not subject to any shareholding guidelines.

The information provided in this part of the Report is not subject to audit:

TSR Performance Graph (not audited)

The graph below shows the Company’s Total Shareholder Return (“TSR”) performance compared with that of the SPDR S&P Biotech ETF (“XBI”) over the period from the date of the Company’s admission to Nasdaq (7 August 2020) to 31 December 2022. As the XBI is a modified equal weight index, it places a greater relative weighting on small- and mid-cap biotechnology organisations, which the Company believes offers the best industry comparison for relative performance. TSR is defined as the return on investment obtained from holding a company’s shares over a period. It includes dividends paid, the change in the capital value of the shares and any other payments made to or by shareholders within the period. Relative to Freeline’s executive compensation peer group of biotechnology companies at early stages of clinical development with a therapeutic focus on gene therapy and other rare diseases, Freeline’s 2022 one-year TSR of -76% was consistent with the median performance of the group, reflecting the particularly challenging year for biotechnology companies with this focus.

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Total shareholder return

Source: FactSet

This graph shows the value, by 31 December 2022, of $100 invested in Freeline Therapeutics on the date of Admission (07 August 2020), compared with the value of $100 invested in the SPDR S&P Biotech (XB) Index on a daily basis.

Aligning Pay with Performance

The total remuneration figure for the CEO is shown in the table below, along with the value of bonuses paid and performance-based OIP awards that vested, as a percentage of the maximum opportunity:

Notes to the table:

Percentage Change in the Remuneration of the Directors Compared to Other Employees

The table below shows a comparison of the annual change of each individual director’s pay to the annual change in average employee pay in the years ended 31 December 2022 and 2021: