DEF 14A of enGene Therapeutics Inc.
Filed Apr 18, 2024 · FY20230000950170-24-045297
Board of Directors
Board of Directors
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS
Number of Directors
Number of Directors On April 11, 2024, the Board set the number of directors at seven, of which three are being put forward as nominees for election as directors at the Meeting, as further described herein.
Nominees
Nominees The nominating and corporate governance committee has recommended and our Board has nominated, the following three individuals for election for a three year term: Lota S. Zoth (currently a director); Wouter Joustra; and Paul Hastings. Properly executed proxies will be voted for these three nominees unless other instructions are specified. In no event may the proxies be voted for more than three nominees. The Board determined that Ms. Zoth, Mr. Joustra and Mr. Hastings satisfy the requirements to be considered an independent director under applicable Nasdaq rules and pursuant to NI 52-110. Biographical information regarding each director nominee and their qualifications to serve as a director are set forth below. Unless otherwise indicated, each director has held their principal occupation or other positions with the same or predecessor organizations for at least the last five years. Other than as disclosed herein, none of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity. See “Share Ownership” above.
Lota Zoth, Director Nominee
Lota Zoth, Director Nominee Lota Zoth has served as a member of the Board and as chair of the Board’s audit committee since December 18, 2023. Ms. Zoth is a Certified Public Accountant and has also served as a member of the board of directors of 89BIO, Inc. (Nasdaq: ETNB), a clinical-stage biopharmaceutical company, since June 2020. She has served as a member of the board of directors and as chair of the audit committee of Lumos Pharma, Inc. (Nasdaq: LUMO) (previously, NewLink Genetics Corporation), a biopharmaceutical company, since November 2012. She has also served as a member of the board of directors and chair of the audit committee of Inovio Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company, since January 2018 and August 2018, respectively. Ms. Zoth previously served as a member of the board of directors and chair of the audit committee of Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company, from November 2016, as chair of the board of directors from September 2019 to January 2022 and as lead director since January 2022, until stepping down from the Zymeworks Inc. board in December 2023. In addition, she previously served as a member of the board of Spark Therapeutics, Inc., a gene therapy platform company, from January 2016 to December 2019, Circassia Pharmaceuticals, plc (LON: CIR), a specialty biopharmaceutical company, from February 2015 to February 2019, Orexigen Therapeutics, Inc., a biopharmaceutical company, from April 2012 to May 2019, Aeras, a non-profit product development organization, from November 2011 to October 2018, Hyperion Therapeutics, Inc., a commercial-stage biopharmaceutical company, from February 2008 to May 2015 and Ikaria, Inc., a commercial stage biopharmaceutical company, from January 2008 to February 2014. Prior to her retirement, Ms. Zoth most recently served as Senior Vice President and Chief Financial Officer of MedImmune, Inc., a biotechnology company, from April 2004 to July 2007 and as Vice President, Controller & Chief Accounting Officer from August 2002 to April 2004. Ms. Zoth received her B.B.A. from Texas Tech University. We believe Ms. Zoth is qualified to serve on our Board because of her experience as a senior executive and member of the board of other life science companies. Ms. Zoth is a resident of Texas, USA.
Wouter Joustra, Director Nominee
Wouter Joustra, Director Nominee Wouter Joustra, age 35, is a General Partner at Forbion, a leading European life sciences venture capital firm. At Forbion, Mr. Joustra is responsible for deal origination, general portfolio management and divestment strategies, and focuses on Forbion’s Growth Opportunities Funds, which concentrates on investing in late-stage life sciences companies. Prior to joining Forbion in 2019, Mr. Joustra previously was a Senior Trader, as well as Executive Board member of the Life Sciences franchise at Kempen, a European boutique investment bank. In this role, Mr. Joustra managed Kempen’s trading portfolio, and was involved in deal structuring and equity capital markets transactions, as well as larger block trades. Mr. Joustra also served as a member of the board of directors of Gyroscope Therapeutics until the closing of its acquisition by Novartis in February 2022 for up to $1.5 billion, the board of directors of VectivBio (NASDAQ: VECT) from December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals in December 2023, the board of directors of Aiolos Bio until the closing of its acquisition by GSK plc in February 2024 for up to $1.4 billion and the board of Forbion’s SPAC vehicle until the completion of the business combination of enGene Holdings Inc. (NASDAQ: ENGN) in October 2023. Currently Mr. Joustra serves on the board of directors of VectorY Therapeutics, and holds a position as a board observer at NewAmsterdam Pharma N.V. (NASDAQ: NAMS). Mr. Joustra holds an M.Sc. in Business Administration from the University of Groningen, and a B.Sc. in International Business and Management from this same university. We believe Mr. Joustra is qualified to serve on our Board due to his experience in the biotechnology industry and the venture capital industry. Mr. Joustra is a resident of North Holland, Netherlands.
Paul Hastings, Director Nominee
Paul Hastings, Director Nominee Paul Hastings, age 64, has served as the President, Chief Executive Officer, and a member of the board of directors of Nkarta, Inc. (NASDAQ: NKTX) since February 2018. Prior to that, Mr. Hastings served as President, Chief Executive Officer, and Director of the publicly traded, clinical-stage biopharmaceutical company OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018. In August 2013, he was elected chairman of the board of directors of OncoMed and served in that role until January 2018. Prior to joining OncoMed, Mr. Hastings was President, Chief Executive Officer, and Director of QLT, Inc., a publicly traded biotechnology company dedicated to the development and commercialization of innovative ocular products, from February 2002 to September 2006. From 2000 to 2002, Mr. Hastings served as President, Chief Executive Officer, and Director of Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001. Mr. Hastings was also previously the President of Chiron Biopharmaceuticals, a division of Chiron Corporation, President and Chief Executive Officer of LXR Biotechnology, and he held a variety of management positions of increasing responsibility at Genzyme Corporation, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics. Mr. Hastings previously served on the board of directors of Relypsa, a publicly traded biotechnology company acquired by Galencia AG, as chairman of the board of directors of Proteolix, Inc., a privately held biopharmaceutical company acquired by Onyx Pharmaceuticals, Inc., on the board of directors of ViaCell, Inc., a publicly traded biotechnology company sold to Perkin Elmer, and as a director of ViaCyte, Inc., a privately held regenerative medicine company acquired by Vertex Pharmaceuticals, Inc. Mr. Hastings currently serves as Chair of the board of Pacira Biosciences, Inc. (NASDAQ: PCRX), a biotechnology company, and the immediate past Chair and Board Executive Committee member of the Biotechnology Innovation Organization. Mr. Hastings received a B.S. in pharmacy from the University of Rhode Island. We believe Mr. Hastings is qualified to serve on our Board of Directors due to his extensive experience in the pharmaceutical and biotechnology industries, including his leadership and management experience. Mr. Hastings is a resident of California, USA.
Executive Compensation Overview
| Name and Principal Position | Fiscal Year | Base Salary ($) | Option Awards ($)(3) | Nonequity Incentive Plan Compensation(4) | All Other Compensation ($)(5) | Total ($) | | Jason D. Hanson | 2023 | 442,337 | 1,536,357 | 204,340 | 9,900 | 2,192,934 | | Chief Executive Officer | 2022 | 446,419 | — | 193,638 | 9,150 | 649,207 | | Alexander Nichols | | | | | | | | President and Chief Operating Officer | 2023 | 312,500(1) | 522,071 | 128,348 | 7,031 | 969,950 | | James Sullivan | 2023 | 379,500 | 371,956 | 132,936 | 11,850 | 896,242 | | Chief Scientific Officer | 2022 | 279,250(2) | 57,517 | 97,737 | 5,362 | 439,866 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION enGene’s non-employee directors did not receive any compensation, equity or non-equity awards for the fiscal year-ended October 31, 2023. We reimburse non-employee members of the Board for reasonable travel expenses incurred in attending meetings of the Board and committees of the Board. See the “Summary Compensation Table” above for a discussion of our Chief Executive Officer’s compensation and awards granted in 2023.