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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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OVASCIENCE, INC.
215 First Street, Suite 240
Cambridge, Massachusetts 02142

To our Stockholders:

        You are cordially invited to attend our 2013 Annual Meeting of Stockholders. Our Annual Meeting will be held at our principal executive offices, 215 First Street, Suite 240, Cambridge, Massachusetts, on Friday, June 7, 2013, at 9:00 a.m., local time. The attached Notice of Annual Meeting of Stockholders and proxy statement contain details of the business to be conducted at our Annual Meeting. We urge you to review these proxy materials carefully and to use this opportunity to take part in the affairs of OvaScience, Inc. by voting on the matters described in the proxy statement.

        We have elected to provide our proxy materials over the Internet under the Securities and Exchange Commission's "notice and access" rules. Providing our proxy materials to stockholders electronically allows us to conserve natural resources and reduce our printing and mailing costs related to the distribution of the proxy materials. If you wish to receive paper copies of the proxy materials you may do so by following the instructions contained in the Notice of Annual Meeting of Stockholders.

        Your vote is important. Whether or not you plan to attend the Annual Meeting we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you received printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Annual Meeting of Stockholders.

        Thank you for your support of OvaScience, Inc. We look forward to seeing you at our Annual Meeting.

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OVASCIENCE, INC.
215 First Street, Suite 240
Cambridge, Massachusetts 02142
Notice of Annual Meeting of Stockholders
to be held on Friday, June 7, 2013

To our Stockholders:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of OvaScience, Inc., a Delaware corporation ("OvaScience" or the "Company"), will be held at OvaScience's principal executive offices, 215 First Street, Suite 240, Cambridge, Massachusetts, on Friday, June 7, 2013, at 9:00 a.m., local time, to consider and act upon the following matters:

1.

To elect three class I directors nominated by our board of directors, each for a three-year term expiring at the 2016 annual meeting of stockholders;



2.

To ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2013; and



3.

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

        Stockholders of record at the close of business on April 15, 2013, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Your vote is important regardless of the number of shares you own. If you are a stockholder of record, please vote in one of these ways:

(1)

Vote over the Internet. You may vote your shares by following the "Vote by Internet" instructions on the enclosed proxy card.



(2)

Vote by telephone. You may vote your shares by following the "Vote by Phone" instructions on the enclosed proxy card.



(3)

Vote by mail. If you received your proxy materials by mail, you may vote by completing and signing the proxy card delivered with those materials and returning it in the postage-paid envelope we provided.

        If your shares are held in "street name," that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

        We encourage all stockholders to attend the Annual Meeting in person. You may obtain directions to the location of the Annual Meeting on our website at www.ovascience.com. Whether or not you plan to attend the Annual Meeting in person, we urge you to take the time to vote your shares.

Cambridge, Massachusetts
April 25, 2013

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OVASCIENCE, INC.
215 First Street, Suite 240
Cambridge, MA 02142

PROXY STATEMENT

for the 2013 Annual Meeting of Stockholders
to be held on June 7, 2013

        This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by the board of directors of OvaScience, Inc. for use at the 2013 Annual Meeting of Stockholders to be held on Friday, June 7, 2013 at our principal executive offices, 215 First Street, Suite 240, Cambridge, Massachusetts, at 9:00 a.m., local time, and at any adjournment or postponement thereof.

        All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Annual Meeting of Stockholders.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

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Householding of Annual Meeting Materials

        Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to OvaScience, Inc., 215 First Street, Suite 240, Cambridge, Massachusetts 02492, Attention: Investor Relations, Telephone: (617) 500-2802. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number.

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CORPORATE GOVERNANCE

General

        We believe that good corporate governance is important to ensure that OvaScience is managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and practices that we have adopted.

        We have adopted a written Code of Business Conduct and Ethics, which applies to all of our officers, directors and employees. We have also adopted charters for our audit committee, our compensation committee and our nominating and governance committee, and Corporate Governance Guidelines. We have posted copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and committee charters on the Corporate Governance page of the Investors section of our website, ir.ovascience.com, which you can access free of charge. We intend to disclose on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics required to be disclosed by law or by the exchange upon which our common stock is listed.

Our Board of Directors

Members of the Board of Directors

        Set forth below for each director, including the class I director nominees, is information as of April 1, 2013 with respect to his or her (a) name and age, (b) positions and offices at OvaScience, if any, (c) principal occupation and business experience for the past five years, (d) directorships, if any, of other publicly-held companies during the past five years, and (e) the year such person became a member of our board of directors. We have also included information below regarding each director's specific experience, qualifications, attributes and skills that led our board to conclude that he or she should serve as a director. In addition, we believe that all of our directors and nominees possess the attributes or characteristics described in "Board Processes—Director Nomination Process" on page 14 that we expect of each director.

        Michelle Dipp, M.D., Ph.D. co-founded our company in April 2011. She has served as a member of our board of directors since July 2011, our chief executive officer since June 2011 and our president since September 2011. Dr. Dipp has served as a partner of Longwood Fund, LP, a venture capital investment fund, since 2010. Through Longwood, she co-founded Verastem, Inc., a biopharmaceutical company, in 2010. From 2008 to 2009, Dr. Dipp served as vice president and then, from 2009 to 2011, senior vice president and head of the Centre of Excellence For External Drug Discovery (CEEDD), a business development unit at GlaxoSmithKline, a pharmaceutical and healthcare company. Prior to that, she was a founding employee of Sirtris Pharmaceuticals, Inc., a pharmaceutical company, where

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she served as vice president of corporate development from 2005 to 2008. Dr. Dipp serves on the Beth Israel Deaconess Medical Center Board of Trustees. Dr. Dipp holds an M.D. from Oxford University Medical School and a Ph.D. in physiology from the University of Oxford. We believe that Dr. Dipp is qualified to serve on our board of directors due to her scientific expertise and her experience in the life sciences industry as an entrepreneur and venture capitalist.

        Richard Aldrich co-founded our company in April 2011. He has served as a member of our board of directors since July 2011 and as the chairman of our board of directors since March 2012. Mr. Aldrich has served as a partner of Longwood Fund, LP, a venture capital investment fund, since 2010. He founded RA Capital Management LLC, a hedge fund, in 2001 and served as a managing member from 2004 to 2008 and as a co-founding member from 2008 to 2011. Mr. Aldrich co-founded Sirtris Pharmaceuticals, Inc., a pharmaceutical company, which was acquired by GlaxoSmithKline plc in 2008, and served on its board of directors from 2004 to 2008; co-founded Concert Pharmaceuticals, Inc., a pharmaceutical company, and has served as chairman of its board of directors since 2006; and co-founded Alnara Pharmaceuticals, Inc., a pharmaceutical company, and served on its board of directors from 2008 to 2010. Mr. Aldrich joined Vertex Pharmaceuticals, Inc., a pharmaceutical company, at its founding in 1989 and served as its senior vice president and chief business officer until 2001. Mr. Aldrich serves on the board of directors of Verastem, Inc., a publicly traded biopharmaceutical company. He holds an M.B.A from the Amos Tuck School at Dartmouth College and a B.S. from Boston College. We believe that Mr. Aldrich is qualified to serve on our board of directors due to his experience in the life sciences industry as an entrepreneur and venture capitalist and his service on the boards of directors of other life sciences companies.

        Jeffrey D. Capello has served as a member of our board of directors since March 2012. Mr. Capello has served as executive vice president and chief financial officer of Boston Scientific Corporation, a medical device company, since March 2010. Mr. Capello joined Boston Scientific in June 2008 and served as senior vice president and chief accounting officer until March 2010. He previously served as the senior vice president and chief financial officer with responsibilities for business development at PerkinElmer, Inc., a technology company, from 2006 to June 2008. Prior to that, he served as PerkinElmer's vice president of finance, corporate controller and treasurer from 2002 to 2006 and vice president, finance, corporate controller, chief accounting officer and treasurer from 2001 to 2005. From 1991 to 2001, he held various positions at PricewaterhouseCoopers LLP, a public accounting firm, including partner from 1997 to 2001. Mr. Capello served as a member of the board of directors of Sirtris Pharmaceuticals, Inc. from January 2008 until its acquisition in June 2008 and served on its audit committee as both a member and its chair. He holds a B.S. degree in business administration from the University of Vermont and an M.B.A. degree from the Harvard Business School. Mr. Capello is also a certified public accountant. We believe that Mr. Capello is qualified to serve on our board of directors due to his experience in the medical device and healthcare technology industries, his accounting background and his service on the boards of directors of other life sciences companies.

        Stephen Kraus has served as a member of our board of directors since July 2011. Mr. Kraus has served as an investment professional at Bessemer Venture Partners, a venture capital firm, since 2004 and has been a partner since 2010. He serves on the board of directors of a number of privately-held life sciences companies. He previously served as a member of the board of directors of Verastem, Inc. from November 2010 to November 2012, Sirtris Pharmaceuticals, Inc. from 2005 to 2007 and Restore Medical, Inc. from 2005 to 2008. He holds an M.B.A. from Harvard Business School and a B.A. from Yale University. We believe that Mr. Kraus is qualified to serve on our board of directors due to his experience in the life sciences industry as a venture capitalist and his service on the boards of directors of other life sciences companies.

        Thomas Malley has served as a member of our board of directors since October 2012. Since May 2007, Mr. Malley has served as President of Mossrock Capital, LLC, a private investment firm. From April 1991 to May 2007, Mr. Malley served with Janus Mutual Funds as an analyst for eight years and

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as a vice president and portfolio manager for the Janus Global Life Sciences Fund for eight years. He serves on the board of directors of Puma Biotechnology, Inc. and Synageva BioPharma Corp. He previously served as a director of Cougar Biotechnology, Inc. from 2007 to 2009. Mr. Malley holds a B.S. in biology from Stanford University and has been a chartered financial analyst since 1994. We believe that Mr. Malley is qualified to serve on our board of directors due to his investment and financial experience in the biotechnology industry and his service on the boards of directors of other life sciences companies.

        Harald F. Stock, Ph.D., has served as a member of our board of directors since February 2013. He has served as chief executive officer of the Grünenthal Group, a German pharmaceutical company, since 2009. Prior to joining Grünenthal, he served as chairman and managing director of the German DePuy Group, the orthopedics division of Johnson & Johnson, from 2006 until the end of 2008. Dr. Stock serves on the board of directors of the European Federation of Pharmaceutical Industries and Associations (efpia) and a privately-held pharmaceutical company. From May 2011 to October 2012, he was the vice-chairman of the supervisory board of PAION AG, a publicly-traded biopharmaceutical company. Dr. Stock studied chemistry and business administration in the United States, Great Britain and Germany and holds a Ph.D. in inorganic chemistry from the University of Heidelberg in 1997. We believe that Dr. Stock is qualified to serve on our board or directors due to his scientific expertise and his experience with global pharmaceutical companies.

        Jonathan Tilly, Ph.D. co-founded the company in April 2011 and has served as a member of our board of directors since July 2011. Dr. Tilly has served as professor of obstetrics, gynecology and reproductive biology at Harvard Medical School since 2009. Dr. Tilly moved from John Hopkins University, where he served as assistant professor from 1993 to 1995, to join the faculty of Harvard Medical School as associate professor of obstetrics, gynecology and reproductive biology in 1995 and to direct the newly-created Vincent Center for Reproductive Biology at MGH. Dr. Tilly holds a Ph.D. from Rutgers University and undertook fellowship training at the University of California—San Diego School of Medicine and Stanford University Medical Center. We believe Dr. Tilly is qualified to serve on our board of directors due to his scientific expertise and extensive research experience in the field of reproductive biology.

        Christoph Westphal, M.D., Ph.D. co-founded our company in April 2011 and has served as a member of our board of directors since July 2011. Dr. Westphal has served as the chief executive officer of Verastem, Inc., a biopharmaceutical company, since September 2011, and as a member and chairman of its board of directors since August 2010. He has served as a partner of Longwood Fund, LP, a venture capital investment fund, since 2010. He served as the president of SR One, the corporate venture capital arm of GlaxoSmithKline, from 2010 to 2011. Dr. Westphal has previously been involved in founding a number of biotechnology companies as chief executive officer. Dr. Westphal co-founded Sirtris Pharmaceuticals, Inc. and served as its chief executive officer from 2004 to 2010. He also co-founded Alnara Pharmaceuticals, Inc., Acceleron Pharma, Inc., serving as its chief executive officer in 2003, Alnylam Pharmaceuticals, Inc., serving as its chief executive officer in 2002, and Momenta Pharmaceuticals, Inc., serving as its chief executive officer in 2001. He has also served on the board of directors of numerous private biotechnology companies. Dr. Westphal serves on the Board of Fellows of Harvard Medical School and is a member of the Research Advisory Council at MGH. He holds an M.D. from Harvard Medical School, a Ph.D. in genetics from Harvard University and a B.A. from Columbia University. We believe that Dr. Westphal is qualified to serve on our board of directors due to his experience in the life sciences industry as an entrepreneur and venture capitalist and his service on the boards of directors of other life sciences companies.

        There are no family relationships among any of our directors or executive officers.

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Board Composition

        In accordance with the terms of our certificate of incorporation and by-laws, our board of directors is divided into three classes, with each class having as near an equal number of directors as possible. The terms of service of the three classes are staggered so the term of one class of our board of directors expires each year. Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our board of directors currently consists of eight members, divided into three classes as follows:

•

class I consists of Drs. Stock, Tilly and Westphal, each with a term expiring at the 2013 annual meeting of stockholders;



•

class II consists of Messrs. Aldrich and Kraus, each with a term expiring at the 2014 annual meeting of stockholders; and



•

class III consists of Dr. Dipp and Messrs. Capello and Malley, each with a term expiring at the 2015 annual meeting of stockholders.

        Our certificate of incorporation and by-laws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation and by-laws also provide that our directors may be removed only for cause and only by the affirmative vote of the holders of at least 75% of the votes that all of our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office, subject to the rights of certain stockholders pursuant to a voting agreement between such stockholders and us.

        Pursuant to a voting agreement dated March 29, 2012, by and among us and certain of our stockholders, holders of approximately 55% of our outstanding common stock as of April 1, 2013 have agreed to vote their shares in such a way as to ensure that one designee of each of our three lead investors, Bessemer Venture Partners, General Catalyst and Longwood Fund, L.P., will serve on our board for as long as the entity remains a significant investor, by which we mean each continues to hold at least 20% of the shares of our Series A or Series B preferred stock purchased by them, including any shares of common stock issued upon conversion of such shares. In August 2012, our Series A preferred stock and Series B preferred stock converted into common stock. Stephen Kraus and Richard Aldrich are our directors designated by Bessemer Venture Partners and Longwood Fund, L.P., respectively. The board member designated by General Catalyst resigned on February 21, 2013 and, as of April 25, 2013, General Catalyst has not designated a replacement. The voting agreement automatically and immediately terminates on the first day that our common stock is traded on a national securities exchange. Upon termination, the obligations to vote as described above cease to apply with respect to any stockholder meeting held on or after the date of such termination.

        Pursuant to the voting agreement, until such time as our common stock is traded on a national securities exchange, we have agreed to use our reasonable best efforts to include each lead investor designee in our slate of nominees to the stockholders for each election of directors and to include each such designee in our proxy statement, subject to certain limitations.

Board Determination of Independence

        We determine whether our board members and committee members are independent according to the standards set forth in the Nasdaq Listing Rules. Although our securities are not currently listed on The NASDAQ Stock Market, our common stock has been approved for listing on The NASDAQ Stock Market and is expected to begin trading on NASDAQ on April 30, 2013, and therefore we have adopted the NASDAQ definitions of independence.

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        Rule 5605 of the Nasdaq Listing Rules requires a majority of a listed company's board of directors to be comprised of independent 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, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Under Rule 5605(a)(2), a director will only qualify as an "independent director" if, in the opinion of our 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. In order to be considered independent for purposes of Rule 10A-3, 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.

        Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors determined that none of Messrs. Aldrich, Capello, Kraus and Malley and Drs. Stock and Westphal has 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 Rule 5605(a)(2) of the Nasdaq Listing Rules. Our board of directors also determined that John Simon, a former member of our board of directors who resigned in February 2012, was independent under the same definition. In making its determination, our board of directors considered the relationships that each such non-employee director has with our company, their beneficial ownership of our outstanding capital stock and all other facts and circumstances our board of directors deemed relevant in determining their independence. In addition, our board of directors determined that all of the members of our board's three standing committees described below are independent, as defined under applicable Nasdaq Listing Rules and, in the case of all members of our audit committee, the independence requirements contemplated by Rule 10A-3 under the Securities and Exchange Act of 1934, as amended.

Board Leadership Structure

        Our board of directors has determined that the roles of chairman of the board and chief executive officer should be separated at the current time. Mr. Aldrich, an independent director, serves as the chairman of the board, and Dr. Dipp has served as our chief executive officer and a director since 2011. Mr. Aldrich's duties as chairman of the board include the following:

•

chairing meetings of the independent directors in executive session;



•

meeting with any director who is not adequately performing his or her duties as a member of our board or any committee;



•

facilitating communications between other members of our board and the chief executive officer;



•

preparing or approving the agenda for each board meeting;



•

determining the frequency and length of board meetings and recommending when special meetings of our board should be held; and



•

reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board (see "Board Processes—Communications with Stockholders" below).

        Our board decided to separate the roles of chairman and chief executive officer because it believes that leadership structure offers the following benefits.

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increasing the independent oversight of OvaScience and enhancing our board's objective evaluation of our chief executive officer;



•

providing the chief executive officer with an experienced sounding board;



•

providing greater opportunities for communication between stockholders and our board; and



•

enhancing the independent and objective assessment of risk by our board.

Board Committees

        Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter that has been approved by our board of directors. Copies of the committee charters are posted on the Investor Relations section of our website, ir.ovascience.com.

Audit Committee

        The responsibilities of the audit committee include:

•

appointing, approving the compensation of and assessing the independence of our registered public accounting firm;



•

overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;



•

reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;



•

monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;



•

overseeing our internal audit function;



•

overseeing our risk assessment and risk management policies;



•

establishing policies and procedures for the receipt and retention of accounting related complaints and concerns;



•

meeting independently with our internal auditing staff, registered public accounting firm and management;



•

reviewing and approving or ratifying any related person transactions; and



•

preparing the audit committee report required by SEC rules.

        The members of the audit committee are Messrs. Capello (Chair) and Malley and Dr. Stock. Our board of directors has determined that each member of the audit committee meets the financial literacy requirement under the applicable Nasdaq Listing Rules and that Mr. Capello is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K. The audit committee met four times during 2012.

        All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

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Compensation Committee

        The responsibilities of the compensation committee include:

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annually reviewing and approving corporate goals and objectives relevant to our chief executive officer's compensation;



•

determining our chief executive officer's compensation;



•

reviewing and approving, or making recommendations to our board with respect to, the compensation of our other executive officers;



•

overseeing an evaluation of our senior executives;



•

overseeing and administering our equity incentive plans;



•

reviewing and making recommendations to our board with respect to director compensation;



•

reviewing and discussing annually with management our "Compensation Discussion and Analysis;" and



•

if applicable, preparing the annual compensation committee report required by SEC rules.

        The members of the compensation committee are Messrs. Kraus and Malley (Chair) and Dr. Stock. Mr. Simon, our former director, served on the compensation committee until February 6, 2013, and Dr. Westphal served on the compensation committee until December 10, 2012. Each of Mr. Simon and Dr. Westphal were independent as defined under the Nasdaq Listing Rules applicable to compensation committee members. The compensation committee met once during 2012.

Nominating and Corporate Governance Committee

        The responsibilities of the nominating and corporate governance committee include:

•

identifying individuals qualified to become board members;



•

recommending to our board the persons to be nominated for election as directors and to each of the board's committees;



•

reviewing and making recommendations to the board with respect to management succession planning;



•

developing and recommending to the board corporate governance guidelines; and



•

overseeing an annual evaluation of the board.

        The members of the nominating and corporate governance committee are Messrs. Aldrich (Chair) and Kraus. The nominating and corporate governance committee met once during 2012.

Board Meetings and Attendance

        Our board of directors met four times during 2012. During 2012, each director attended at least 75% of the aggregate of the number of board meetings and the number of meetings held by all committees on which he or she then served.

        Our corporate governance guidelines provide that directors are expected to attend annual meetings. We did not hold an annual meeting of stockholders as a public company in 2012.

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Board Processes

Oversight of Risk

        Our board manages its risk oversight function directly and through its committees. Our management is responsible for risk management on a day to day basis. The role of our board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our board oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our audit committee oversees risk management activities related to financial controls and legal and compliance risks; our compensation committee oversees risk management activities relating to our compensation policies and practices; and our nominating and corporate governance committee oversees risk management activities relating to board composition and management succession planning. Each committee reports to our board on a regular basis, including reports with respect to the committee's risk oversight activities as appropriate. In addition, since risk issues often overlap, committees from time to time request that that the full board discuss particular risks.

        Our compensation committee has discussed the concept of risk as it relates to our compensation programs, including our executive compensation program. Our compensation committee believes that our compensation programs do not encourage excessive or inappropriate risk taking and that any risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on our company. Our compensation committee believes that any such risks are mitigated by:

•

The multiple elements of our compensation packages, including base salary, our annual cash incentive bonus program and, for most of our employees, equity awards that vest over multiple years and are intended to motivate employees to take a long-term view of our business.



•

The structure of our annual cash incentive bonus program, which is based on (i) multiple performance measures to avoid employees placing undue emphasis on any particular performance metric at the expense of other aspects of our business, and (ii) performance targets that we believe are somewhat aggressive yet reasonable and should not require undue risk-taking to achieve.

Director Nomination Process

        The process followed by our nominating and corporate governance committee to identify and evaluate director candidates may include requests to board members and others for recommendations, evaluation of the performance on our board and its committees of any existing directors being considered for nomination, consideration of biographical information and background material relating to potential candidates and, particularly in the case of potential candidates that are not then serving on our board, interviews of selected candidates by members of the committee and our board.

        In considering whether to recommend any particular candidate for nomination as a director, our nominating and corporate governance committee applies the criteria set forth in our Corporate Governance Guidelines. Consistent with these criteria, our nominating and corporate governance committee expects every nominee to have the following attributes or characteristics, among others: integrity, honesty, adherence to high ethical standards, business acumen, good judgment, and a commitment to understand our business and industry.

        The nominee biographies under "Matters to be Voted On—Proposal 1: Election of Class I Directors" indicate the experience, qualifications, attributes and skills of each of our current nominees for director that led our nominating and corporate governance committee and our board to conclude

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he should continue to serve as a director of OvaScience. Our nominating and corporate governance committee and our board believe that each of the nominees has the individual attributes and characteristics required of each of our directors, and the nominees as a group possess the skill sets and specific experience desired of our board as a whole.

        Our nominating and corporate governance committee does not have a policy (formal or informal) with respect to diversity, but believes that our board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds and consequently considers the value of diversity when selecting nominees. The nominating and corporate governance committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

        Stockholders may recommend individuals for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, to OvaScience, Inc., 215 First Street, Suite 240, Cambridge, Massachusetts 02142, Attention: Nominating and Corporate Governance Committee. The specific requirements for the information that is required to be provided for such recommendations to be considered are specified in our by-laws. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Communications with Stockholders

        Our board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Stockholders may communicate with the Company through its Investor Relations Department by writing to OvaScience, Inc., 215 First Street, Suite 240, Cambridge, Massachusetts 02142, Attention: Investor Relations, by calling Investor Relations at 617-500-2802, or by sending an e-mail to ir@ovascience.com. Additional information about contacting OvaScience is available on the Investor Relations section of our website, which is located at ir.ovascience.com.

        Stockholders and other persons interested in communicating directly with the chairman of the board or with the non-management directors as a group may do so by writing to the OvaScience, Inc., 215 First Street, Suite 240, Cambridge, Massachusetts 02142, Attn: Chairman of the Board.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policies and Procedures for Related Person Transactions

        Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.

        If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a "related person transaction," the related person must report the proposed related person transaction to our chief legal officer or, in the event we do not have a chief legal officer, to our principal financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

        A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person's interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

•

the related person's interest in the related person transaction;



•

the approximate dollar value of the amount involved in the related person transaction;



•

the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss;



•

whether the transaction was undertaken in the ordinary course of our business;



•

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;



•

the purpose of, and the potential benefits to us of, the transaction; and



•

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

        The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.

        In addition to the transactions that are excluded by the instructions to the SEC's related person transaction disclosure rule, our board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

•

interests arising solely from the related person's position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive

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any special benefits as a result of the transaction and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual consolidated gross revenues of the other entity that is a party to the transaction; and

•

a transaction that is specifically contemplated by provisions of our charter or by-laws.

        The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.

Related Person Transactions

Private Placements of Common Stock

        In March 2013, we issued and sold in a private placement an aggregate of 3,888,880 shares of our common stock at a price per share of $9.00 for an aggregate purchase price of approximately $35,000,000. In connection with the private placement, we entered into a registration rights agreement with the purchasers, pursuant to which we agreed to file a resale registration statement on Form S-1 to register such purchaser's shares for resale. The following table sets forth the number of shares of our common stock that we issued to our directors, executive officers, 5% stockholders and their affiliates in this private placement:

        In August 2012, we issued and sold in a private placement an aggregate of 897,554 shares of our common stock at a price per share of $5.50 for an aggregate purchase price of $4,936,547. In connection with the private placement, we entered into a registration rights agreement with the purchasers, pursuant to which we agreed to file a registration statement on Form S-1, which was declared effective by the SEC on September 13, 2012, to register such purchasers' shares for resale. In the private placement, we sold 162,137 shares to RA Capital Healthcare Fund, LP. Richard Aldrich, a member of our board of directors and a holder of more than 5% of our voting securities, is a limited partner in RA Healthcare Fund, LP and a non-voting member of RA Capital Management, which is the general partner and manager of RA Capital Healthcare Fund, LP.

Series B Preferred Stock Financing

        In March 2012, we issued and sold an aggregate of 6,770,563 shares of our Series B preferred stock at a price per share of $5.50 for an aggregate purchase price of $37,238,096. On August 13, 2012, our Series B preferred stock converted into common stock on a one-for-one basis. The following table

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sets forth the number of shares of our Series B preferred stock that we issued to our directors, executive officers, 5% stockholders and their affiliates.

Series A Preferred Stock Financing

        In July 2011, we issued and sold an aggregate of 6,200,000 shares of our Series A preferred stock at a price per share of $1.00 for an aggregate purchase price of $6,200,000. On August 13, 2012, our Series A preferred stock converted into common stock on a one-for-2.023 basis. The following table

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sets forth the number of shares of our Series A preferred stock that we issued to our directors, executive officers, 5% stockholders and their affiliates.

Option Grant and Restricted Stock Unit Award to Co-Founder

        In December 2012, we granted to Dr. Dipp, one of our co-founders, an option to purchase 339,313 shares of our common stock at a price per share of $7.80 and restricted stock units in the aggregate amount of 192,308 shares of our common stock, pursuant to the terms of an employment agreement that we entered into with her for her service as our president and chief executive officer.

Restricted Stock Grants to Co-Founders

        In April 2011, in connection with our formation, we issued and sold an aggregate of 3,509,634 shares of our common stock at a price per share of $0.002 for an aggregate purchase price of $7,100 to our co-founders pursuant to restricted stock agreements.

        Subsequently, in March 2012, we amended and restated these restricted stock agreements with our co-founders. The shares issued pursuant to these restricted stock agreements are subject to repurchase by us. The shares issued to Dr. Dipp, Mr. Aldrich and Dr. Westphal vested with respect to 25% of the shares on the grant date and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the grant date. The shares issued to Dr. Tilly and Dr. Sinclair vest in approximately equal quarterly installments from and after the grant date. Additionally, 25% of the then-unvested shares issued to Dr. Tilly and Dr. Sinclair vested in July 2011 in connection with our sale of 6,200,000 shares of Series A preferred stock.

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        The following table sets forth the number of shares of common stock that we issued to our founders.

        In November 2011, we issued and sold 19,772 shares of our common stock pursuant to our 2011 Plan, at a price per share of $0.002 for an aggregate purchase price of $40, to Paul Brannelly, who served as an executive officer at the time of our incorporation. These shares have fully vested.

Scientific Advisory Board Agreements with Co-Founders

        Two of our co-founders, Drs. Tilly and Sinclair, are also members of our scientific advisory board and receive compensation for their participation pursuant to our scientific advisory board agreements with them. The following table sets forth the amount of cash compensation paid to each of these co-founders, as of April 1, 2013, for their membership on our scientific advisory board since July 15, 2011.

Agreement with Individuals and Entities Affiliated with Directors and Executive Officers

        From our formation in April 2011 through April 2012, we rented office space from Longwood Fund, LP, an entity affiliated with our chief executive officer and director, Michelle Dipp, M.D., Ph.D., and two of our other directors, Richard Aldrich and Christoph Westphal, M.D., Ph.D. We paid Longwood Fund, LP an aggregate of approximately $83,000 for rent, utilities and reimbursement of certain expenses.

Investor Rights Agreement

        We are a party to an amended and restated investor rights agreement dated March 29, 2012, which we refer to as the investor rights agreement, with certain holders of our common stock, including some of our directors, executive officers and 5% stockholders and their affiliates and entities affiliated with our directors. The investor rights agreement provides these holders various rights, including the right to

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have us file registration statements covering their shares of common stock issued upon conversion of their preferred stock or request that such shares be covered by a registration statement that we are otherwise filing, the right to receive certain financial information and the right to participate in future equity offerings.

Voting Agreement

        We entered into an amended and restated voting agreement on March 29, 2012, with certain holders of our common stock, including some of our directors, executive officers and 5% stockholders and their affiliates and entities affiliated with our directors. Pursuant to the voting agreement, holders of approximately 55% of our outstanding common stock as of April 1, 2013 have agreed to vote their shares in such a way as to ensure that one designee of each of our lead investors will serve on our board for so long as the entity remains a significant investor, by which we mean an investor who initially purchased at least 270,000 shares of our Series A or Series B preferred stock and continues to hold at least 20% of such shares, including any shares of common stock issued upon conversion of such shares. The voting agreement automatically and immediately terminates on the first day that our common stock is traded on a national securities exchange. Upon termination, the obligations to vote as described above cease to apply with respect to any stockholder meeting held on or after the date of such termination. Our common stock has been approved for listing on The NASDAQ Stock Market, which is a national securities exchange, and is expected to begin trading on NASDAQ on April 30, 2013.

        Pursuant to the voting agreement, until such time as our common stock is traded on a national securities exchange, we have agreed to use our reasonable best efforts to include each lead investor designee in our slate of nominees to the stockholders for each election of directors and to include each such designee in our proxy statement, subject to certain limitations.

Indemnification

        Our certificate of incorporation provides that we must indemnify our directors and officers to the fullest extent permitted by Delaware law and must advance expenses, including attorneys' fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions. In addition, we have entered into indemnification agreements with our directors.

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EXECUTIVE COMPENSATION

Overview

        For 2012, our "named executive officers" were Michelle Dipp, M.D., Ph.D., our president and chief executive officer; Christopher Bleck, our chief commercial officer, our principal financial and accounting officer and our former chief operating officer; and Scott Chappel, Ph.D., our chief scientific officer.

        We commenced operations in April 2011 and hired Dr. Dipp, Mr. Bleck and Dr. Chappel in 2011. In 2011, Dr. Dipp did not receive compensation from us for her service as our chief executive officer because of her service as a member of the general partner of Longwood Fund, LP, a venture capital investment fund and one of our principal stockholders. In December 2012, our compensation committee recommended to our board of directors, and our board of directors granted to Dr. Dipp, stock awards designed to align Dr. Dipp's interests with those of our stockholders and incent Dr. Dipp to continue to serve as our chief executive officer. We may in the future determine to compensate her with cash or other compensation for her service as our chief executive officer. The compensation of each of our other named executive officers is based on individual terms approved by our board of directors.

Summary Compensation Table

        The following table sets forth the total compensation awarded to, earned by or paid to our named executive officers during 2011 and 2012:

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Outstanding Equity Awards at Year End Table

        The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2012.

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Employment Agreements

        In connection with the commencement of their employment with us, we entered into employment agreements with each of Mr. Bleck, Dr. Chappel and Ms. Lawton, our chief operating officer whose employment with us began in January 2013. In December 2012, in connection with Dr. Dipp's continued employment with us, we entered into an employment agreement with Dr. Dipp. Each of these agreements provides for at will employment. In addition, each of these executive officers is bound by the terms of agreements covering non-solicitation, non-competition, confidential information and inventions assignment which, among other things, prevents the executive from competing with us during the term of his or her employment and for a specified time thereafter.

        Mr. Bleck's 2012 base salary was $240,000 pursuant to the terms of our employment agreement with him. Dr. Chappel's 2012 base salary was $300,000 pursuant to the terms of our employment agreement with him.

        Dr. Dipp does not receive cash compensation from us. Pursuant to the terms of our employment agreement with her, in December 2012 we granted Dr. Dipp an option to purchase 339,313 shares of our common stock, all of which vest over time, and restricted stock units in the aggregate amount of 192,308 shares of our common stock, 128,205 of which vest over time and 64,103 of which vest based on the achievement of performance metrics.

        Under their respective employment agreements, Mr. Bleck, Dr. Chappel and Ms. Lawton are each eligible for an annual performance bonus, as determined by our board of directors in its sole discretion based on the achievement of performance goals determined by our chief executive officer in consultation with the board.

Potential Payments upon Termination or Change in Control

        Upon execution and effectiveness of a release of claims, each of Dr. Dipp, Mr. Bleck, Dr. Chappel and Ms. Lawton will be entitled to severance benefits if we terminate her or his employment without cause, as defined in the employment agreements described above, or Dr. Dipp, Mr. Bleck, Dr. Chappel or Ms. Lawton terminates employment with us for good reason, as defined in the employment agreements. If Mr. Bleck's, Dr. Chappel's or Ms. Lawton's employment terminates under these circumstances, in each case absent a change in control, as defined in the employment agreements, we will be obligated for a period of six months, in the case of Mr. Bleck, and 12 months, in the case of Dr. Chappel or Ms. Lawton, (1) to pay such executive officer his or her base salary, (2) to pay the monthly premiums for COBRA coverage equal to the amount paid for similarly situated employees and (3) to the extent allowed by applicable law and the applicable plan documents, to continue to provide to such executive officer all company employee benefit plans and arrangements that he or she was receiving at the time of termination. In addition, in the case of Dr. Chappel and Ms. Lawton, the vesting of any equity award he or she then holds that vests solely on the passage of time shall be accelerated by 12 months. If Dr. Dipp's employment terminates under these circumstances, we will be obligated to provide that the stock option and restricted stock unit award subject to time-based vesting granted to her on December 5, 2012 will vest, on the date of such termination, as to the amount that would have vested over the six-month period following such termination.

        If Mr. Bleck's, Dr. Chappel's or Ms. Lawton's employment terminates under these circumstances, in each case within 12 months following a change in control, as defined in the employment agreement, in addition to the severance described above, we will be obligated to accelerate in full the vesting of all outstanding equity awards.

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        Upon a change of control, as defined in the employment agreement, the stock option and restricted stock unit award subject to time-based vesting granted to Dr. Dipp on December 5, 2012 will immediately vest on the date of such change of control.

Executive and Compensation Processes

        Our executive compensation program is administered by the compensation committee of our board of directors, subject to the oversight and approval of our full board of directors. Our compensation committee reviews our executive compensation practices on an annual basis and based on this review approves or makes recommendations to our board of directors for approval.

        In designing our executive compensation program, our compensation committee and board of directors have historically engaged, and we expect will in the future engage, the services of a compensation consulting firm to provide input regarding the executive compensation practices of comparable public software and technology companies. In 2012 our compensation committee and board of directors engaged Pearl Meyer and Partners as a compensation consultant to review and evaluate the elements of our executive compensation program, including base salaries, cash incentive bonuses, equity ownership and severance benefits, in connection with the evaluation of executive compensation levels for 2012 by our compensation committee and board of directors.

401(k) Retirement Plan

        We maintain a defined contribution employee retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Code, so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute up to 100% of his or her pre-tax compensation, up to a statutory limit, which is $17,500 for 2013. Participants who are at least 50 years old can also make "catch-up" contributions, which in 2013 may be up to an additional $5,500 above the statutory limit. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan's trustee. Our 401(k) plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule. Beginning in January 2012, we made an employer matching contribution equal to (1) 100% of employee deferral contributions up to a deferral rate of 3% of compensation plus (2) 50% of employee deferral contributions up to an deferral rate of an additional 2% of compensation.

Securities Authorized for Issuance Under Our Equity Compensation Plans

        The following table sets forth information regarding our equity compensation plans as of December 31, 2012. There are no equity compensation plans that have not been approved by our security holders.

Tax Considerations

        The Internal Revenue Service, pursuant to Section 162(m) of the Code, generally disallows a tax deduction for compensation in excess of $1.0 million paid by a public company to its chief executive

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officer and to each other officer (other than its chief financial officer) whose compensation is required to be reported to stockholders by reason of being among the three other must highly paid executive officers. We will periodically review the potential consequences of Section 162(m) on the various elements of our executive compensation program. Our board of directors or compensation committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes such payments are appropriate and in the best interests of the company and its stockholders, after taking into consideration changing business conditions and the performance of its employees.

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DIRECTOR COMPENSATION

        Our director compensation program is administered by our board of directors with the assistance of the compensation committee. The compensation committee conducts an annual review of director compensation and makes recommendations to the board with respect thereto.

        During 2012, we did not have a non-employee director compensation policy and we did not pay cash compensation to any director for his service as a director, except Jeffrey Capello and Thomas Malley, each an independent, non-employee director. Each of Messrs. Capello and Malley received an annual fee of $30,000 relating to his service on the board of directors. In addition, Mr. Capello received an additional annual fee of $15,000 for his service as chair of our audit committee and Mr. Malley received additional annual fees of $8,000 for his service on our audit committee and $5,000 for his service on our compensation committee. All such fees were prorated for the portion of 2012 in which Messrs. Capello and Malley served on our board of directors. During 2012, we did not grant equity awards as compensation to any of our non-employee directors, except Messrs. Capello and Malley. On June 27, 2012, we granted to Mr. Capello stock options to purchase 13,098 shares of our common stock under the 2012 Plan at an exercise price of $5.40 per share, the fair market value of our common stock on the date of grant. On October 24, 2012, we granted Mr. Malley stock options to purchase 13,098 shares of our common stock under the 2012 Plan at an exercise price of $5.50 per share, the fair market value of our common stock on the date of grant. These options vest in equal monthly installments at the end of each month of service from the date of grant through March 6, 2013, in the case of Mr. Capello, and October 24, 2013, in the case of Mr. Malley.

        The following table sets forth information regarding the total compensation awarded to, earned by or paid to each of our non-employee directors during the year ended December 31, 2012 for their service on our board of directors. Dr. Dipp, our chief executive officer, did not receive any additional compensation for her service as a director during 2012. The compensation that we pay to Dr. Dipp is discussed under "Executive Compensation" above.

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        Based on the recommendation of our compensation committee, our board of directors has adopted a non-employee director compensation policy. Beginning in 2013 our non-employee directors will be compensated for service on our board of directors as follows:

•

an annual retainer for our non-employee directors for service on our board of directors of $30,000;



•

for members of the audit committee, an annual fee of $8,000 ($15,000 for the chair);



•

for members of the nominating and corporate governance committee, an annual fee of $3,750 ($7,500 for the chair);



•

for members of the compensation committee, an annual fee of $5,000 ($10,000 for the chair);



•

to each newly elected director, an initial grant of a stock option to purchase 8,650 shares of our common stock, at an exercise price to the fair market value of our common stock on the date of grant, which option shall vest monthly over one year; and



•

for continuing service on our board of directors, an annual grant of a stock option to purchase 4,448 shares of our common stock, at an exercise price equal to the fair market value of our common stock on the date of grant, which option shall vest monthly over one year.

        Subject to the director's continued service as a director, the initial and annual stock option grants will vest in approximately equal monthly installments through the first anniversary of the date the director first joins the board of directors, in the case of the initial stock option grant, and the first anniversary of the grant date, in the case of the annual stock option grant.

        We have historically reimbursed our non-employee directors for their reasonable expenses incurred in connection with attending our board of director and committee meetings and we intend to continue such reimbursements in 2013.

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AUDIT-RELATED MATTERS

Audit Committee Report

        The audit committee of the board of directors of OvaScience, Inc. has reviewed OvaScience's audited financial statements for the fiscal year ended December 31, 2012 and discussed them with management and the Company's independent auditors, Ernst & Young LLP, an independent registered public accounting firm.

        The audit committee has received from, and discussed with, Ernst & Young LLP various communications that Ernst & Young LLP is required to provide to the audit committee, including the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

        The audit committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the audit committee concerning independence, and has discussed with the Company's independent registered public accounting firm its independence.

        Based on the review and discussions referred to above, the audit committee recommended to the OvaScience board of directors that the audited financial statements referred to above be included in the OvaScience's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

        By the audit committee of the board of directors of OvaScience, Inc.

Audit Fees and Services

        The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

Audit Fees

        Audit fees are fees related to professional services rendered in connection with the audit of our annual financial statements, the reviews of the interim financial statements included in each of our quarterly reports on Form 10-Q, the reviews of financial statements included in any registrations statements we file with the SEC and other professional services provided by our independent registered public accounting firm in connection with statutory or regulatory filings or engagements.

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Audit-Related Fees

        Audit-related fees are fees for assurance and related services that are reasonably related to performance of the audit and review of financial statements, and which are not reported under "Audit Fees."

Tax Fees

        Tax fees are fees for professional services for tax compliance, tax advice and tax planning services.

        All of the foregoing accountant services and fees were pre-approved by our audit committee in accordance with the policies and procedures described under "—Policy for Approval of Services" below.

Policy for Approval of Services

        The audit committee of our board of directors has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless the service is approved in advance by the audit committee. Notwithstanding the foregoing, pre-approval is not required with respect to the provision of services, other than audit, review or attest services, by the independent auditor if the aggregate amount of all such services is no more than 5% of the total amount paid by us to the independent auditor during the fiscal year in which the services are provided, such services were not recognized by us at the time of the engagement to be non-audit services, and such services are promptly brought to the attention of the audit committee and approved prior to completion of the audit by the audit committee.

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MATTERS TO BE VOTED ON

Proposal 1: Election of Class I Directors

        At the Annual Meeting, stockholders will vote to elect three class I directors, each to serve a three-year term beginning at the Annual Meeting and ending at our 2015 annual meeting of stockholders. Our board of directors has nominated Harald F. Stock, Ph.D., Jonathan Tilly, Ph.D., and Christoph Westphal, M.D., Ph.D., for election as class I directors at the Annual Meeting.

        Pursuant to our certificate of incorporation and by-laws, our board of directors is divided into three classes, with each class having as nearly as possible an equal number of directors. The term of service of each class of directors is staggered so that the term of one class expires at each annual meeting of the stockholders. Upon the expiration of the term of a class of directors, directors in that class are eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our board of directors currently consists of eight members, divided into three classes as follows:

•

class I is comprised of Drs. Stock, Tilly and Westphal, each with a term ending at the 2013 annual meeting;



•

class II is comprised of Messrs. Aldrich and Kraus, each with a term ending at the 2014 annual meeting of stockholders; and



•

class III is comprised of Dr. Dipp and Messrs. Capello and Malley, each with a term ending at the 2015 annual meeting of stockholders.

        Drs. Stock, Tilly and Westphal are current directors whose terms expire at the 2013 annual meeting. Drs. Stock, Tilly and Westphal are each nominated for re-election as a class I director, with a term ending in 2016. A brief biography of each director nominee is set forth on page 9 of this proxy statement. You will find information about their stock holdings in OvaScience below under "Ownership of Our Common Stock—Security Ownership of Certain Beneficial Owners and Management."

        Unless contrary instructions are provided, the persons named as proxies will, upon receipt of a properly executed proxy, vote for the election of Drs. Stock, Tilly and Westphal as class I directors for a term expiring at our 2016 annual meeting of stockholders. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each of the nominees is currently a member of our board. Each of the nominees has indicated his willingness to serve on our board of directors, if elected. If any nominee should be unable to serve, proxies may be voted for a substitute nominee designated by our board. We do not contemplate that any of the nominees will be unable to serve if elected.

Board Recommendation

        Our board of directors recommends that you vote FOR the election of each of the nominees as a class I director.

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Proposal 2: Ratification of Appointment of Independent Auditors

        The audit committee of our board has appointed the firm of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditors for the current fiscal year. Ernst & Young LLP has served as our independent auditors since January 2012. Although stockholder approval of the appointment of Ernst & Young LLP is not required by law, our audit committee believes it is advisable and has decided to give our stockholders the opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our audit committee may reconsider this appointment.

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        Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions from stockholders.

Board Recommendation

        Our board of directors recommends that you vote FOR the ratification of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2013.

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OWNERSHIP OF OUR COMMON STOCK

Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth, as of April 1, 2013, certain information concerning the beneficial ownership of our capital stock by:

•

each director;



•

each named executive officer;



•

all of our executive officers and directors as a group; and



•

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

        Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of April 1, 2013 and restricted stock units that will vest within 60 days of April 1, 2013 are considered outstanding and beneficially owned by the person holding the options or restricted stock units, as applicable, for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable. The

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inclusion of any shares in this table does not constitute an admission of beneficial ownership by the person named below.

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Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act requires our directors and officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Directors and officers and holders of 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of our records and representations made by our directors and officers regarding their filing obligations, all Section 16(a) filing requirements were satisfied with respect to 2012.

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OTHER MATTERS

        Our board of directors does not know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented to the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters.

STOCKHOLDER PROPOSALS

Deadline for Submission of Stockholder Proposals for 2014 Annual Meeting

        Proposals of stockholders intended to be presented at the 2014 annual meeting of the stockholders, pursuant to Rule 14a-8 promulgated under the Exchange Act, and stockholder-submitted nominees for directors, must be received by our Secretary in writing at our principal offices, OvaScience, Inc., 215 First Street, Suite 240, Cambridge, Massachusetts 02142, Attention: Investor Relations, no later than December 26, 2013, in order to be included in the proxy statement and proxy card relating to that meeting.

        If a stockholder wishes to present a proposal at our 2014 annual meeting of stockholders, but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, such stockholder must give written notice to the Secretary of the Company at our principal executive offices at the address noted above. The Secretary must receive such notice no earlier than February 7, 2014 and no later than March 9, 2014, provided that if the date of the 2014 annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the Annual Meeting, such notice must instead be received by the Secretary no earlier than the 120^th day prior to the 2014 annual meeting and not later than the later of (i) the 90^th day prior to the 2014 annual meeting and (ii) the tenth day following the day on which notice of the date of the 2014 annual meeting was mailed or public disclosure of the date of the 2014 annual meeting was made, whichever occurs first.

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