DEF 14A of uniQure N.V.
Filed Apr 27, 2026 · FY20250001104659-26-048969
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual General Meeting of Shareholders to Be Held on June 10, 2026
| 23. | SUMMARY COMPENSATION TABLE | 71 | | 24. | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025 | 72 | | 25. | GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025 | 74 | | 26. | OPTION EXERCISES AND STOCK VESTED IN 2025 | 75 | | 27. | PAY VERSUS PERFORMANCE | 75 | | 28. | NON-EXECUTIVE DIRECTOR COMPENSATION | 83 | | 29. | NON-EXECUTIVE DIRECTOR COMPENSATION TABLE | 84 | | 30. | GENERAL MATTERS | 85 | | 31. | APPENDIX A | A-1 | | 32. | APPENDIX B | B-1 | | 33. | APPENDIX C | C-1 |
Nominees for Reappointment
Nominees for Reappointment The Company’s non-executive directors have nominated each of Madhavan Balachandran, Jack Kaye, and Leonard Post for reappointment to the Board at the 2026 Annual Meeting, each to serve as a non-executive director until the end of the 2029 annual general meeting of shareholders or until his death, resignation, or dismissal. Each of Madhavan Balachandran, Jack Kaye, and Leonard Post have consented to being named in this Proxy Statement and to continue to serve, if appointed, as a member of the Board. Each of the proposed reappointments is considered a separate voting item under Dutch law. The name, position with the Company and age as of March 31, 2026 of each individual who is our nominee for reappointment as a director is:
Nominees for Reappointment
| Name | Age | Position | Director since | | Madhavan Balachandran | 75 | Non-Executive Director | 2017 | | Jack Kaye | 82 | Non-Executive Director | 2016 | | Leonard Post, Ph.D. | 73 | Non-Executive Director | 2020 |
Nominees for Reappointment
MADHAVAN BALACHANDRAN has served as a member of our Board since September 2017. Mr. Balachandran was Chief Operating Officer of Nutcracker Therapeutics, a developer of mRNA therapeutics, from September 2020 to March 2022. Mr. Balachandran was Executive Vice President, Operations of Amgen Inc., a global biotechnology company, from August 2012 until July 2016 and retired as an Executive Vice President in January 2017. Mr. Balachandran joined Amgen in 1997 as Associate Director, Engineering. He became Director, Engineering in 1998, and, from 1999 to 2001, he held the position of Senior Director, Engineering and Operations Services before moving to the position of Vice President, Information Systems from 2001 to 2002. Thereafter, Mr. Balachandran was Vice President, Puerto Rico Operations from May 2002 to February 2007. From February 2007 to October 2007, Mr. Balachandran was Vice President, Site Operations, and from October 2007 to August 2012, he held the position of Senior Vice President, Manufacturing. Prior to his tenure at Amgen, Mr. Balachandran held leadership positions at Copley Pharmaceuticals, now a part of Teva Pharmaceuticals Industries Ltd., and Burroughs Wellcome Company, a predecessor before mergers of GlaxoSmithKline plc. He currently serves on the board of directors of Incog, Inc., ADRX, Inc., A2 Biotherapeutics, Inc., Stevanato Group (NYSE: STVN), and Replimune Group, Inc. (Nasdaq: REPL). Mr. Balachandran previously served as a director of Catalent, Inc. (NYSE: CTLT) from May 2017 to January 2024. Mr. Balachandran holds a Master of Science degree in Chemical Engineering from The State University of New York at Buffalo, a Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Bombay, and an MBA from East Carolina University. We believe Mr. Balachandran is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. JACK KAYE has served as a member of our Board since 2016. Mr. Kaye has served on the board of directors of Dyadic International, Inc. (OTC: DYAI) since February 2015, and on the board of directors of TDA Industries, Inc., a private company, since February 2024. At Dyadic, Mr. Kaye serves as Chair of the company’s audit committee and as a member of the compensation committee. He has also served as Chairman of the audit committee and as a member of the compensation committee of Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX) from 2006 to 2016. Mr. Kaye began his career at Deloitte LLP in 1970 and was a partner in the firm from 1978 until May 2006. At Deloitte, he was responsible for servicing a diverse client base of public and private, global, and domestic companies in a variety of industries. Mr. Kaye has extensive experience consulting with clients on accounting and reporting matters, private and public debt financings, SEC rules and regulations, corporate governance, and Sarbanes-Oxley matters. Prior to retiring, Mr. Kaye served as Partner-in-Charge of Deloitte’s Tri-State Core Client practice, a position he held for more than 20 years. Mr. Kaye has a Bachelor of Business Administration from Baruch College and is a Certified Public Accountant. We believe that Mr. Kaye is qualified to serve as a Non-Executive Director due to his extensive accounting and financial experience. LEONARD POST, PH.D. has served as a member of our Board since June 2020. Dr. Post has over 35 years of experience in the pharmaceutical industry, where he has held various global executive positions and has extensive experience in the research and development of product candidates. From 2016 to January 2024, Dr. Post served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway and, from 2018 to January 2024, as Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology. Since 2018, Dr. Post has served as a director on the Board of CG Oncology (Nasdaq: CGON). From February 2010 until June 2016, Dr. Post worked at BioMarin (Nasdaq: BMRN), in various positions including Chief Scientific Officer. During that time, he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A. Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals. He is also currently an advisor to Canaan Partners. Dr. Post is a virologist by training and did early work on the engineering of the herpes simplex virus as a post-doctoral fellow. He has a Bachelor of Science degree in Chemistry from the University of Michigan, and a Doctorate degree in Biochemistry from the University of Wisconsin. We believe Dr. Post is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. If reappointed, the term of office for each of Mr. Balachandran, Mr. Kaye, and Dr. Post will expire at the end of the 2029 annual general meeting of shareholders. Mr. Balachandran currently serves as Chair of our Compensation Committee and as a member of our Commercial Committee, Mr. Kaye currently serves as Chair of our Audit Committee and a member of our Compensation Committee, and Dr. Post currently serves as Chair of our Research and Development Committee. The Board plans to appoint any new committee members at the first meeting of the Board following the 2026 Annual Meeting, which is currently scheduled for June 10, 2026. For information as to the Ordinary Shares held by Mr. Balachandran, Mr. Kaye, and Dr. Post, see “Security Ownership of Certain Beneficial Owners and Management.” There are no arrangements or understandings between the nominees, directors or executive officer and any other person pursuant to which our nominees, directors or executive officer have been selected for their respective positions. However, the Company has entered into indemnification agreements with its existing non-executive directors pursuant to which the Company agrees to indemnify such directors in certain circumstances.
Directors and Executive Officers
Directors and Executive Officers Set forth below are the names of our current directors and current executive officers, their ages (as of March 31, 2026), all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.
Directors and Executive Officers
| Name | Age | Position | | Matthew Kapusta | 53 | Chief Executive Officer, Executive Director | | David Meek | 62 | Non-Executive Director | | Madhavan Balachandran | 75 | Non-Executive Director | | Robert Gut, M.D., Ph.D. | 61 | Non-Executive Director | | Rachelle Jacques | 54 | Non-Executive Director | | Jack Kaye | 82 | Non-Executive Director | | Leonard Post, Ph.D. | 73 | Non-Executive Director | | Jeremy Springhorn, Ph.D. | 63 | Non-Executive Director | | Walid Abi-Saab M.D. | 60 | Chief Medical Officer | | Christian Klemt | 53 | Chief Financial Officer | | Kylie O'Keefe | 41 | Chief Customer and Strategy Officer | | Jeannette Potts | 64 | Chief Legal and Compliance Officer |
Directors and Executive Officers
See “Proposals Nos. 3, 4 & 5” for biographical information of our non-executive director nominees at the 2026 Annual Meeting. MATTHEW KAPUSTA has served as our Chief Executive Officer since December 2016 and currently serves on our Board. Mr. Kapusta also served as our Chief Financial Officer from January 2015 until June 2021. Mr. Kapusta also serves as a member of the Board of Directors and Executive Committee of the Alliance of Regenerative Medicine. Prior to joining uniQure, Mr. Kapusta held executive roles at AngioDynamics (Nasdaq: ANGO) from 2011 to 2015 and Smith & Nephew (NYSE: SNN) from 2009 to 2011. Mr. Kapusta’s career also includes more than a decade of investment banking experience focused on emerging life-sciences companies. Mr. Kapusta was Managing Director, Healthcare Investment Banking at Collins Stewart, and held various positions at Wells Fargo Securities, Robertson Stephens, and PaineWebber. In addition, Mr. Kapusta has served as a member of the board of directors of Genezen, a private contract development and manufacturing organization, since July 2024, and previously served as a director of Decibel Therapeutics (Nasdaq: DBTX) from March 2023 to September 2023 prior to its acquisition by Regeneron Pharmaceuticals. Mr. Kapusta holds an MBA from New York University’s Stern School of Business, a B.B.A. from University of Michigan’s Ross School of Business and earned his C.P.A license while at Ernst & Young. We believe that Mr. Kapusta is qualified to serve as our Chief Executive Officer and as an Executive Director due to his broad expertise in the life science and finance industries. DAVID MEEK has served as a member of our Board since June 2018 and as Chair of our Board since June 2021. Mr. Meek has more than 30 years of experience in the biopharmaceutical industry where he has held various global executive positions in major pharmaceutical and biotechnology companies. Since June 2025, Mr. Meek has been Chief Executive Officer of Genetix Biotherapeutics, a private commercial-stage biotechnology company. Mr. Meek previously served as Chief Executive Officer and Director of Mirati Therapeutics, Inc. (Nasdaq: MRTX), a publicly traded commercial-stage oncology biotech company, from September 2021 to August 2023. Mirati has since been acquired by Bristol Myers Squibb. From January 2020 to March 2021, Mr. Meek served as President, Chief Executive Officer and Director of FerGene, Inc., a gene therapy biotechnology company focused on the treatment of cancer. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and Director of Ipsen, a French publicly traded global biopharmaceutical company. From July 2014 to June 2016, he was Executive Vice-President and President of the oncology division of Baxalta Incorporated prior to its acquisition by Shire plc. He spent two years as the Chief Commercial Officer of Endocyte from August 2012 to July 2014. Mr. Meek also spent eight years at Novartis as a global franchise head from January 2005 to June 2007, CEO of Novartis Canada from July 2007 to December 2009, and region head of oncology for northern, central and Eastern Europe from January 2010 to August 2012. Mr. Meek has served as Chairman of the board or directors of Sobi, a Swedish publicly listed biopharmaceutical company focused on rare diseases since December 2024, and also serves as a member of the boards of directors of Cullinan Therapeutics (Nasdaq: CGEM) since May 2024. He began his biopharma career at Johnson & Johnson and Janssen Pharmaceuticals where he worked from July 1989 to December 2004 and where he held increasingly senior levels of executive roles. Mr. Meek holds a B.A. from the University of Cincinnati. We believe Mr. Meek is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. ROBERT GUT, PH.D. has served as a Non-Executive Director on our Board since June 2022. Dr. Gut first joined our Board in June 2018 and previously served as both a Non-Executive and an Executive Director, having served as our Chief Medical Officer from August 2018 until October 2020. As our Chief Medical Officer, Dr. Gut led clinical development, clinical operation, and medical team activities that successfully initiated and executed our HOPE-B pivotal trial of etranacogene dezaparvovec for hemophilia B and our Phase I/II clinical trial of AMT-130 for the treatment of Huntington’s disease. In October 2020, he resigned as Chief Medical Officer and as Executive Director (because under Dutch law, our Executive Directors must hold an executive position with the Company). In December 2020, he was reappointed to the Board as a Non-Executive Director. Dr. Gut has more than 25 years of experience in the biopharmaceutical industry, leading clinical development and medical affairs activities in rare disorders and other therapeutic areas. For most of his career, Dr. Gut worked at Novo Nordisk Inc. (NYSE: NVO), where he headed the company’s U.S. Biopharm Medical organization with leading products in hemophilia, endocrinology, and women’s health (NovoSeven®, Norditropin®, and Vagifem®), totaling approximately $1.6 billion in U.S. revenue. Over his career, Dr. Gut has worked on many INDs and BLAs submissions, early-stage and late-stage drug development. He helped to achieve 11 different FDA and EMA approvals and the successful launches of those products, overseeing medical activities, including medical science liaisons and health economics and outcomes teams. He has also served for the FDA’s Center for Drug Evaluation and Research as a member of the Advisory Committees for Reproductive Health Drugs and Drug Safety and Risk Management. Dr. Gut was the Chief Medical Officer of Versartis, Inc. in 2017. He received his Doctor of Medicine degree from the Medical University of Lublin and his Doctorate from the Lublin Institute of Medicine, Poland. He attended numerous postgraduate programs at Wharton, Stanford, and Harvard Business School. We believe Dr. Gut is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. RACHELLE JACQUES has served as a member of our Board since October 2021. Ms. Jacques has more than 25 years of industry experience, with strong global experience in strategic, cross-functional leadership roles spanning finance, business operations, manufacturing and commercial, including the successful launches of several novel therapies for rare diseases. Ms. Jacques is currently the Chief Executive Officer of Vasque Bio, a private pre-clinical stage biopharmaceutical company. Ms. Jacques previously served as President and Chief Executive Officer and a board member of Akari Therapeutics, plc (Nasdaq: AKTX), a late-stage biopharmaceutical company focused on innovative therapeutics to treat orphan autoimmune and inflammatory diseases, from March 2022 to May 2024. From February 2019 to March 2022, Ms. Jacques served as the Chief Executive Officer of Enzyvant Therapeutics, Inc., focusing on the development of transformative regenerative therapies for rare diseases. From August 2017 to February 2019, she served as Senior Vice President and Global Complement Franchise Head at Alexion Pharmaceuticals, Inc. where she was responsible for global franchise strategy development and execution across the therapeutic areas of hematology,
Directors and Executive Officers
nephrology, and neurology. From January 2016 to June 2017, she served as Vice President of U.S. Hematology Marketing at Baxalta Incorporated and then Shire plc, following Shire’s acquisition of Baxalta in 2016. From July 2015 to June 2016, Ms. Jacques served as Vice President of Business Operations at Baxalta after its spinoff from Baxter International. Ms. Jacques held multiple leadership positions at Baxter, including Vice President of Finance, U.S. BioScience Business. Earlier in her career, Ms. Jacques served in various roles at Dow Corning Corporation, including operational management positions in the U.S., Europe, and China. Ms. Jacques received her B.A. in business administration from Alma College. Earlier in her career Ms. Jacques served as a financial auditor for Ernst & Young and Deloitte & Touche. Ms. Jacques is currently the chair of the board and has served on the board of directors of Corbus Pharmaceuticals (Nasdaq: CRBP) since April 2019 and previously served on the board of directors of Viela Bio from April 2020 to February 2021. She is a founding member of the Alliance for Regenerative Medicine Action for Equality Task Force, and was a member of the board of trustees of Alma College from 2022 to 2026. We believe Ms. Jacques is qualified to serve as a Non-Executive Director due to her extensive experience in the biotechnology industry. JEREMY SPRINGHORN, PH.D. has served as a member of our Board since September 2017. From April 2021 until January 2026, Dr. Springhorn was Chief Executive Officer of Nido Biosciences, a developer of small molecule therapeutics. Prior to taking his position at Nido, Dr. Springhorn was Chief Business Officer of Syros Pharmaceuticals, Inc. (Nasdaq: SYRS) from November 2017 until April 2021. Prior to taking his position at Syros, Dr. Springhorn served as Partner, Corporate Development at Flagship Pioneering from March 2015 until June 2017 where he worked with VentureLabs in helping companies in various strategic and corporate development capacities, creating next generation startups, and working with Flagship’s Corporate Limited Partners. Prior to joining Flagship, Dr. Springhorn was one of the original scientists at Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) and was one of the original inventors of the drug Soliris®. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Corporate Strategy and Business Development from 2006 until March 2015. Dr. Springhorn started at Alexion in 1992, where he served in various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Center in New Orleans and his BA from Colby College. We believe Dr. Springhorn is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry. WALID ABI-SAAB, M.D. has served as our Chief Medical Officer since June 2023. Prior to uniQure, Dr. Abi-Saab was Chief Medical Officer of Galapagos, a Belgium-based biopharmaceutical company, from May 2017 through May 2022. While at Galapagos, Dr. Abi-Saab expanded the company’s development organization and led the company through a critical and transformative phase, including the successful completion of the Phase 3 studies of filgotinib (Jyseleca®) in rheumatoid arthritis and ulcerative colitis. Prior to joining Galapagos, Dr. Abi-Saab served as Group Vice President, Global Clinical Development at Shire, where he was responsible for the clinical development plans of all programs in the therapeutic area and oversaw the development of more than 10 marketed products and other programs in rare diseases and specialty pharmaceuticals. He also has previously held leadership positions at Novartis, Abbott Laboratories, and Pfizer, and served as a resident, research fellow, and assistant professor at Yale University School of Medicine, where he completed a Psychiatry residency training and a Neuroscience research fellowship. He obtained his bachelor’s degree in biology from the American University of Beirut, Lebanon and his M.D. at the Université Saint Joseph in Beirut. CHRISTIAN KLEMT has served as our Chief Financial Officer since June 2021. Previously, Mr. Klemt served as our Chief Accounting Officer from August 2017 to June 2021, and as our Global Controller from September 2015 until August 2017. He oversees the finance and IT function and serves as general manager of our Dutch site. As the Company’s CFO, he has raised more than $1 billion in capital. Mr. Klemt for over 20 years has held finance leadership positions including earlier in his career with CGG SA (NYSE: CGG) and Basell N.V. (now LyondellBasell N.V.) (NYSE: LBI). Mr. Klemt holds a master’s degree in Business Administration from the University of Muenster, Germany and qualified as a German Certified Public Accountant and Tax Advisor while employed at KPMG. KYLIE O’KEEFE joined uniQure as Chief Customer and Strategy Officer in June 2025. In this role, she leads the development and execution of uniQure’s global commercialization strategy. Her responsibilities include all commercial functions and medical affairs. Ms. O’Keefe is an accomplished business leader with broad biopharmaceutical experience and a proven track record in rare diseases and gene therapy. Most recently, she served as the Chief Commercial Officer at PTC Therapeutics, where she led global commercial strategy, operations and portfolio management for multiple rare neurology and metabolic commercial products across more than 50 countries. During her tenure at PTC from May 2018 to September 2024, Ms. O’Keefe led several strategically significant commercial launches and supported corporate strategy and pipeline development for both small molecules and gene therapies including Upstaza™ (AADC deficiency). She also directed the development and execution of reimbursement strategies, including payer engagement and health economic assessments, and led business development and investor relations. Earlier in her career, Ms. O’Keefe held key roles at LEO Pharma from December 2010 to February 2018 where she launched a portfolio of pharmaceutical products in more than 50 countries. Ms. O’Keefe holds a Bachelor’s degree in Biotechnology Innovation from Queensland University of Technology in Brisbane, Australia and a Graduate diploma in Managing Medical Product Innovation from Copenhagen Business School in Frederiksberg, Denmark. JEANNETTE POTTS, PH.D., J.D. has served as our Chief Legal and Compliance Officer since May 2023 and Corporate Secretary since June 2023. Prior to joining uniQure, Dr. Potts was an executive legal consultant from October 2022 to May 2023. She previously served as Senior Vice President, General Counsel and Corporate Secretary of Forma Therapeutics Holdings, Inc. from September 2019 to October 2022. Dr. Potts served in various roles at the U.S. headquarters of Takeda Pharmaceuticals Company Limited, most recently as Vice President, Head Counsel, Research and Development from March 2019 through August 2019, and as Vice President, Legal, Head, Global Research and Development Legal Practice Group from March 2015 through March 2019 and Vice President, Legal from March 2013 to March 2015. Dr. Potts holds a B.A. in biology from Smith College, a Ph.D. in anatomy and cell biology from the University of Virginia and a J.D. cum laude from Suffolk University.
Compensation Peer Group
Compensation Peer Group The Compensation Committee, with the support of WTW, conducts an annual review of the peer group used for benchmarking compensation levels. A peer group review was performed in 2024 and approved in September 2024 to inform 2025 compensation decision making (the “2025 Peer Group”). The 2025 Peer Group is comprised of nineteen publicly traded biopharmaceutical companies with similar profiles based on multiple factors, including number of market capitalization, number of employees, research and development expense, and pipeline profile. The 2025 Peer Group is comprised of the following companies:
Compensation Peer Group
| ● Alector, Inc. | ● MeiraGTx | ● Travere Therapeutics | | ● bluebird bio | ● Prime Medicine | ● Voyager Therapeutics | | ● Cogent Biosciences | ● Regenxbio | ● Verve Therapeutics | | ● C4 Therapeutics | ● Revance Therapeutics | ● Wave Life Sciences | | ● Editas Medicine | ● Sangamo Therapeutics | ● 2seventybio, Inc. | | ● Foghorn Therapeutics | ● Solid Biosciences | | | ● Generation Bio | ● Stoke Therapeutics | |
Compensation Peer Group
The 2025 Peer Group reflects the removal of Agios Pharmaceuticals, Denali Therapeutics, Intellia Therapeutics, Rocket Pharmaceuticals, and Sage Therapeutics, as well as the addition of Cogent Biosciences, C4 Therapeutics, Foghorn Therapeutics, Prime Medicine, Solid Biosciences, Stoke Therapeutics, Verve Therapeutics, and 2seventy bio, Inc. At the time of its approval, the 2025 Peer Group reflected the following characteristics:
Compensation Peer Group
| ● The trailing twelve-month average market capitalization ranged from approximately $270 million to $670 million (25th to 75th percentile), with uniQure ranking between the 25th and 50th percentile. ● Employee headcount ranged from approximately 160 to 360 employees (25th to 75th percentile), with uniQure ranking between the 25th and 50th percentile. ● Research and development expense ranged from approximately $100 to $200 million (25th to 75th percentile), with uniQure ranking approximately at the 75th percentile. ● Pipeline profile ranging from one to three clinical programs (25th to 75th percentile), with uniQure ranking above the 75th percentile based on having four clinical programs. |
Compensation Peer Group
The Compensation Committee determined that uniQure’s size relative to the peer group was appropriate for the purpose of compensation comparisons and benchmarking. For executive roles where insufficient publicly available data was available to inform market comparisons based on proxy statement disclosures, the Compensation Committee additionally referenced survey data provided by WTW for similarly sized biotechnology and biopharmaceutical companies.
Compensation Elements
| Element | Purpose | Key Features | | Base Salary | ● Provide market-competitive fixed compensation ● Attract exceptional talent in the relevant market | ● Fixed cash compensation ● Reviewed annually ● Value informed by market levels for executives with comparable qualifications, experience, and responsibility, coupled with the nature, scope and impact of the role ● Target approximately 50th percentile of market peers, considering the above factors | | Short-Term Incentive (Annual Cash Bonus) | ● Reward for achievement of pre-defined criteria in areas of strategic importance to uniQure ● Align compensation with Company performance | ● Subject to the approval of the Board in its discretion ● Discretionary variable cash compensation ranging from 40% to 60% of annual base salary ● Maximum opportunity capped at 150% of target ● Weighting is based solely on performance against corporate goals for the Chief Executive Officer, and a combination of performance against corporate goals (80%) and individual goals (20%) for the other NEOs ● Corporate and individual targets established in the beginning of each year ● Assessment against the predetermined goals informs actual cash bonus that is awarded ● Target bonuses informed by levels in the market, with reference to the 50th percentile | | Long-Term Incentives (Equity Awards) | ● Align long-term interests with shareholders ● Reward sustainable value creation ● Encourage retention | ● Annual awards subject to the approval of the Board in its discretion ● Annual awards in 2025 were a mix of stock options and restricted stock units ● Stock options have a ten-year term, with 25% vesting after one year and then ratably on a quarterly basis ● Restricted stock units vest ratably on an annual basis over three years ● Periodic, one-time performance share units to support key business objectives ● Target opportunity informed by prior year performance and levels in the market with reference to the 50th percentile | | Pension and Retirement Savings Plans | ● Provide market-competitive retirement benefits | ● Based on local market practice ● U.S.-based employees, including our NEOs, are eligible to participate in a qualified 401(k) Plan with matching of up to 3% of base salary, capped by IRS limits ● Netherlands-based employees, including our NEOs, are eligible to participate in a defined contribution pension plan ● Switzerland-based employees, including our NEOs, are eligible to participate in a defined benefit plan. |
Base Salary
| (2) Mr. Klemt’s salary increase reflects a market adjustment to ensure a competitive market salary. |
Short-term Incentive
Short-term Incentive The Company’s short-term incentives to NEOs provide an opportunity for our NEOs to earn an annual cash bonus, contingent on the successful achievement of goals with various program areas aligned with our strategic objectives. The award of any annual bonuses is subject to the approval of the Board in its discretion. Any annual cash bonus for the Chief Executive Officer is based solely on the assessment of company-wide performance. For the other NEOs, 80% of their opportunity is based on the same company-wide performance, with the remaining 20% based on individual performance. Bonus opportunities for the NEOs in 2025 were as follows:
Short-term Incentive
| Named Executive Officer | Target Bonus (% of salary) | Maximum Bonus (% of salary) | | Matthew Kapusta | 60% | 90% | | Christian Klemt | 40% | 60% | | Walid Abi-Saab | 50% | 75% | | Jeannette Potts | 40% | 60% |
Short-term Incentive
There were no changes to the NEOs target bonus levels in 2025. Annually, we evaluate and establish performance targets based on the corporate goals that are adopted by the Board. Our performance targets are generally based on the achievement of a key set of core objectives considered essential to our successful performance over a given calendar year. These core objectives are designed across the range of functions of the Company, including clinical, research and technology, regulatory, manufacturing, finance, and other general and administrative functions. Our performance against targets is reviewed periodically with the Board throughout the year. At the end of the calendar year, we assess the overall performance, which is then used for compensation decisions, including the payment of annual incentive bonuses. In early 2025, the Board approved the following corporate objectives and the relative weighting at target for such objectives:
Short-term Incentive
| Corporate Objectives | Weighting at Target | Corporate Sub-Objectives | | AMT-130 Accelerated Approval Pathway | 60% | Align with FDA on requirements supporting accelerated approval | | | | Present potentially pivotal data from Phase I/II study | | | | Prepare for BLA submission and commercialization | | Clinical & Operational Excellence | 20% | Meet partner demand for Hemgenix commercial material | | | | TLE: Accelerate patient enrollment | | | | Fabry/SOD1: Complete dose cohorts and advance programs | | Transformation & Innovation | 10% | Advance new program into IND-enabling study | | | | Initiate new projects in accordance with defined strategy | | | | Advance key priorities for new technologies | | Organizational Health & Sustainability | 10% | Improve corporate culture | | | | Retain, recruit and develop company talent | | | | Conserve capital and maintain sufficient cash runway |
Short-term Incentive
To achieve the annual cash bonus, the total performance related to all key goals must exceed a minimum threshold of 50%. The maximum total performance related to all key goals cannot exceed 150%. The total performance is determined by taking the weighted average of each of the goals. If overall performance is assessed at below 50%, no annual cash bonus is paid, and if overall performance is assessed at above 150%, the annual cash bonus is capped at 150% of the target bonus. While the specific goals are not disclosed for each objective given their potential competitive sensitivity, the following achievements in 2025 were factors taken into consideration when assessing Company performance:
Short-term Incentive
| Key Goal | Key Achievements | | AMT-130 Accelerated Approval Pathway | ● Presented pivotal Phase I/II 3-year data for AMT-130 meeting primary endpoint ● Granted Breakthrough designation by the FDA ● Held three Type B meetings with the FDA ● Completed enrollment of Cohorts 3 and 4 of the Phase I/II studies for AMT-130 ● Developed comprehensive commercial launch plans | | Clinical & Operational Excellence | ● Completed enrollment of Cohort 1 and initiated Cohort 2 for AMT-260 ● Exceeded enrollment targets for AMT-191 study ● Activated 11 sites across clinical studies ● Presented encouraging initial data for AMT-260 and AMT-191 programs ● Substantially met CSL HEMGENIX demand for 2025 | | Innovation & Pipeline Expansion | ● Advanced pre-clinical pipeline ● Advanced research of next-generation AAVs and non-viral delivery ● Hired new leader of Amsterdam Research site | | Organizational Health & Sustainability | ● Improved employee engagement, refreshed values and enhanced culture ● Raised >$400M of capital and extended cash runway ● Restructured debt to lower cost, extend maturity and increase capacity ● Cash burn favorable to budget ● Hired Chief Customer & Strategy Officer ● Developed comprehensive commercial launch plans for AMT-130 ● Regrettable departure rate at or below market ● Implemented new ERP, HR and contract management information systems |
Short-term Incentive
The following table provides a breakdown of how the Board, and the Compensation Committee, with respect to our Chief Executive Officer and remaining NEOs respectively, determined that we performed when measured against each of these corporate objectives during 2025:
Short-term Incentive
| Corporate Objectives | Weighting at Target | Maximum Achievement | Actual % Earned | | AMT-130 Accelerated Approval Pathway | 60% | 90% | 45% | | Clinical & Operational Excellence | 20% | 30% | 20% | | Innovation & Pipeline Expansion | 10% | 15% | 10% | | Organizational Health & Sustainability | 10% | 15% | 10% | | Total | 100% | 150% | 85% |
Short-term Incentive
In consultation with our NEOs, Mr. Kapusta established individual goals for each NEO at the beginning of 2025 that (i) were specific to each NEO’s area of responsibility and (ii) were intended to support our corporate objectives for 2025. At the time these goals were established, Mr. Kapusta believed they were challenging but attainable, and attainment was uncertain. Dr. Abi-Saab’s individual achievement aligned with his individual target. Dr. Potts received a higher individual goal achievement based on her strong leadership, development of internal talent, and taking on additional responsibility to lead internal communications, public relations, and cultural initiatives. Mr. Klemt received a higher individual goal achievement based on successfully completing two follow-on capital raising initiatives to extend our cash runway. The combination of corporate and individual performance resulted in the following 2025 actual bonus payments:
Short-term Incentive
| | | Allocation of Bonus | | | Actual Bonus Achievement | | | Named Executive Officer | Base Salary | Target Bonus % | Corporate Goals Weighting | Individual Goals Weighting | Corporate & Individual Goal Achievement | 2025 Cash Bonus | | Matthew Kapusta | $676,700 | 60% | 100% | 0% | 85% | $345,117 | | Christian Klemt | € 477,250 | 40% | 80% | 20% | 92% | € 175,628 | | Walid Abi-Saab | 485,500 CHF | 50% | 80% | 20% | 88% | 213,620 CHF | | Jeannette Potts | $495,400 | 40% | 80% | 20% | 90% | $178,344 |
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards The Company’s 2014 Plan provides that the Board may grant equity awards to its employees. These grants include annual and periodic equity awards linked to continued employment and, at the Board’s discretion, the achievement of certain performance targets. Such grants as they apply to our NEOs are described below. Pursuant to the 2014 Plan, employees may be granted options, restricted share units or performance share units. By awarding long-term incentive awards via a combination of different vehicles, the Compensation Committee can balance the objectives of driving sustainable long-term performance and shareholder value creation, encouraging retention while remaining market competitive. For 2025, the Compensation Committee determined that annual long-term incentive awards would be granted in the form of share options and restricted share units. This combination of vehicles balances our objectives of long-term performance and shareholder value creation with executive retention and market competitiveness. Options require our stock price to increase, and to do so in a sustainable way, for the awards to have and retain value. The Compensation Committee believes these provide a compelling performance orientation. Awards are generally made annually in the first calendar quarter, considering the impact on achieving our corporate goals, performance in the prior year and market data for the compensation peer group. The key features of each award type are as follows:
2025 Long-Term Incentive Awards
| | ● ● | | Stock Options | ● Options vest over a period of four years, with 25% of options granted becoming exercisable on the first anniversary, with the remaining options becoming exercisable pro-rata on a quarterly basis over the remaining three years. ● Awards expire after ten years. ● Share options cannot be repriced, reset, or exchanged for cash if underwater without shareholder approval. | | Restricted Stock Units | ● Restricted Stock Units vest pro-rata on an annual basis over three years. ● Dividends do not accrue until shares are free from restrictions, unless expressly stated in the applicable award agreement. ● Shares are issued to the participant upon vesting of the award but may be subject to a nondiscretionary sale of a portion of the shares to cover tax withholding requirements. |
2025 Long-Term Incentive Awards
Target equity awards are approved each year by the Compensation Committee, based on a combination of factors including performance against corporate and individual goals, granting history in prior years, impact on share utilization and dilution, impact of the individual on achieving the Company’s corporate goals, relative grant levels among executives, market practices and other relevant factors. In determining and approving award values, the Compensation Committee reviews data for our peer group and the overall total compensation of our executive officers. Considering the overall corporate performance and individual achievement, our Compensation Committee typically recommends that the Board grant long-term incentive equity awards that were commensurate with reference to the 25th to 75th percentile of our peer group. In establishing the mix of long-term incentives to award our NEOs, the Compensation Committee referenced market data for our peers, which found that most competitors grant awards in either stock options or a combination of stock options and restricted stock units.
2025 Long-Term Incentive Awards
| Named Executive Officer | Stock Options | Restricted Stock Units | Total | | Matthew Kapusta | $1,458,640 | $1,458,640 | $2,917,280 | | Christian Klemt | $1,075,000 | $1,075,000 | $2,150,000 | | Walid Abi-Saab | $562,500 | $562,500 | $1,125,000 | | Jeannette Potts | $512,500 | $512,500 | $1,025,000 |
Target Pay Mix
Target Pay Mix A significant portion of our NEOs’ target compensation is variable and at risk, granted through a combination of short-term and long-term incentives intended to maximize alignment with our shareholders and long-term value creation. The 2025 target compensation mix for Mr. Kapusta was approximately 85% at risk (reflecting the combined short-term and long-term incentive component, calculated based on target grant fair value) and approximately 15% not at risk (reflecting the salary component). In 2025, for our NEOs other than Mr. Kapusta, we targeted a range of 70% to 80% at-risk compensation and 20% to 30% of not-at-risk compensation. The overall compensation structure for our NEOs other than Mr. Kapusta was adjusted to determine an appropriate mix on a position-by-position basis based on peer group data for each position.
2024 One-Time Performance Grant
2024 One-Time Performance Grant The Company’s compensation philosophy is to award periodic, one-time performance grants to support key business objectives. In November 2024, the Compensation Committee awarded a one-time targeted performance grant to Dr. Abi-Saab (the “2024 Performance Grant”). The purpose of the 2024 Performance Grant was to incentivize the achievement of specific milestones related to the execution of Huntington’s disease (75% performance weighting) and MTLE-related program goals (25% performance weighting) that are critical to our success and the generation of shareholder value. The 2024 Performance Grant is at-risk, and includes a performance cash bonus and performance share units. The target value of the performance cash is $284,000 and the target value of the performance share units is $584,000 (as of the date of grant, rounded to the nearest thousand). Based on the FDA conveying that data submitted from the Phase I/II study of AMT-130 are currently unlikely to provide primary evidence to support a BLA submission, 75% of the performance grant subject to our Huntington’s disease program was forfeited and resulted in the performance share units and performance cash fully forfeiting and providing no value to Dr. Abi-Saab. The remaining performance grant portion (25% weighting) related to our MTLE-related program continued to be outstanding at the end of 2025 subject to performance.
Policies and Practices Related to the Grants of Certain Equity Awards
Policies and Practices Related to the Grants of Certain Equity Awards It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed ordinary share price or an anticipated increase in ordinary share price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. There were not any equity awards granted to our NEOs in 2025 during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, or the filing or furnishing of any Current Reports on Form 8-K that disclosed material nonpublic information.
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Under Item 402(u) of Regulation S-K adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median compensated employee, excluding our Chief Executive Officer. The following table sets forth a summary of the median of the annual total compensation of employees of the Company (other than the Chief Executive Officer), the annual total compensation of our Chief Executive Officer and the ratio of such amounts.
Chief Executive Officer Pay Ratio
| Matthew Kapusta 2025 annual total compensation | $3,287,434 | | Median Employee 2025 annual total compensation | $170,377 | | CEO to Median Employee Pay Ratio | 19 to 1 |
Employment Agreements
Employment Agreements On April 15, 2025, uniQure, Inc., our wholly owned subsidiary, entered into an amended and restated employment agreement with Matthew Kapusta (the “Amended and Restated Kapusta Agreement”), pursuant to which Mr. Kapusta continues to serve as our President and Chief Executive Officer. Pursuant to the Amended and Restated Kapusta Agreement, Mr. Kapusta is entitled to the following compensation: (i) an annual base salary of $676,700, which will be reviewed annually for increase, (ii) eligibility to receive an annual performance bonus with a target amount of 60% of Mr. Kapusta’s base salary, and (iii) eligibility to receive long-term cash-based or equity incentives at the Board’s discretion, under the 2014 Plan, as amended, or any successor plan thereto. For additional information on Mr. Kapusta’s compensation, including adjustments to Mr. Kapusta’s annual base salary, see “Compensation Discussion & Analysis.” The Amended and Restated Kapusta Agreement provides that if Mr. Kapusta’s service with uniQure, Inc. is terminated by uniQure, Inc. without cause or by Mr. Kapusta for good reason, then Mr. Kapusta will receive the following severance benefits:
Employment Agreements
| (i) continued payments of Mr. Kapusta’s then current base salary, payable over an 18-month period in accordance with regular payroll practices; |
Employment Agreements
| (ii) premium payments or reimbursements for Mr. Kapusta’s COBRA premiums for 18-months (unless such period is ended earlier because Mr. Kapusta ceases to be eligible for continued coverage under COBRA); |
Employment Agreements
| (iii) | payment of any unpaid bonus from a prior year and a lump sum payment of a pro-rata bonus for the year of termination (pro-rated based on Mr. Kapusta’s period of service during the year of termination); |
Employment Agreements
| (iv) a lump sum payment equal to Mr. Kapusta’s annual target bonus in effect on the date of termination multiplied by one and a half; and |
Employment Agreements
| (v) accelerated vesting of any outstanding and unvested equity awards. |
Employment Agreements
The Amended and Restated Kapusta Agreement further provides that if Mr. Kapusta’s service with uniQure, Inc. is terminated by uniQure, Inc. without cause or by Mr. Kapusta for good reason, in each case, within 90 days prior to or one year following the change in control, then in lieu of the severance benefits described above, Mr. Kapusta will receive the following severance benefits:
Employment Agreements
| (i) a lump sum equal to two times Mr. Kapusta’s then current base salary; |
Employment Agreements
| (ii) premium payments or reimbursements for Mr. Kapusta’s COBRA premiums for 18 months (unless such period is ended earlier because Mr. Kapusta ceases to be eligible for continued coverage under COBRA); |
Employment Agreements
| (iii) | payment of any unpaid bonus from a prior year and a lump sum payment of a pro-rata bonus for the year of termination (pro-rated based on Mr. Kapusta’s period of service during the year of termination); |
Employment Agreements
| (iv) a lump sum payment equal to two times Mr. Kapusta’s annual target bonus in effect on the date of termination; and |
Employment Agreements
| (v) accelerated vesting of any outstanding and unvested equity awards. |
Employment Agreements
In order to receive any severance under the Amended and Restated Kapusta Agreement, Mr. Kapusta must sign and not revoke a general release of claims in our favor. In addition to the severance described above, in the event Mr. Kapusta’s employment with uniQure Inc. terminates due to his death or disability, he will be entitled to a lump sum bonus payment pursuant to the Amended and Restated Kapusta Agreement. The Amended and Restated Kapusta Agreement contains restrictive covenant obligations, including confidentiality, non-competition, non-solicitation, and mutual non-disparagement covenants, generally consistent with Mr. Kapusta’s prior employment agreement, amended as needed to comply with Massachusetts law. Payments and benefits under the Amended and Restated Kapusta Agreement are reduced to the maximum amount that does not trigger excise tax under Sections 280G and 4999 of the Code, unless Mr. Kapusta would be better off, on an after-tax basis, had he received all payments and benefits and paid all applicable excise and income taxes. The compensation payable to Mr. Kapusta under the Amended and Restated Kapusta Agreement is subject to any applicable clawback, recoupment or forfeiture policy approved by the Board, as in effect from time to time. A copy of the Amended and Restated Kapusta Agreement is filed as Exhibit 10.10 to our Annual Report. The foregoing is not a complete description of the Amended and Restated Kapusta Agreement and is qualified in its entirety by reference to the full text of such agreement. Walid Abi-Saab Dr. Abi Saab entered into an employment agreement with Corlieve Therapeutics AG (since renamed uniQure Switzerland GmbH, or “uniQure Switzerland”), effective June 26, 2023, for the role of Chief Medical Officer (the “Abi-Saab Employment Agreement”). The Abi-Saab Employment Agreement provides that Dr. Abi-Saab receives the following compensation: (i) an annual base salary of CHF 460,000, plus any mandatory contributions for family and children allowances, (ii) eligibility to participate in any bonus program of uniQure Switzerland (or other members of the Group Company (as defined in the Abi-Saab Employment Agreement)) and to receive an annual bonus with a target amount of 50% of his annual base salary, (iii) eligibility to receive equity incentives pursuant to an equity incentive program of the Company, including a one-time grant of options to purchase 115,800 Ordinary Shares and a grant of 67,200 restricted share units under the applicable equity incentive plan. For additional information on Dr. Abi-Saab’s compensation, including adjustments to Dr. Abi-Saab’s annual base salary, see “Compensation Discussion & Analysis.” In the event that Dr. Abi-Saab’s employment is terminated by uniQure Switzerland within 90 days prior to or 12 months following a change in control, Dr. Abi-Saab receives the following severance benefits:
Employment Agreements
| (i) 150% of Dr. Abi-Saab’s then current base salary (less any pay received during the notice period); |
Employment Agreements
| (ii) 150% of Dr. Abi-Saab’s annual target bonus in effect on the date of termination; and |
Employment Agreements
| (iii) | A pro-rata bonus for the year of termination (pro-rated based on Dr. Abi-Saab’s period of service during the year of termination). |
Employment Agreements
Dr. Abi-Saab is not entitled to receive the above change in control severance benefits if his employment is terminated in connection with a change of control due to any of the following: (i) summary dismissal for good cause by uniQure Switzerland, (ii) Dr. Abi-Saab having given uniQure Switzerland good cause to terminate his employment, (iii) Dr. Abi-Saab’s breach of any duties and failure to remedy such duties within 30 days of receiving notice of breach, (iv) termination following Dr. Abi-Saab incurring an illness lasting for at least six months, and (v) poor performance after having been put on a performance improvement plan for at least 90 days and having failed to meet the established targets. Payment of the change in control severance payments under the Abi-Saab Employment Agreement is conditioned upon Dr. Abi-Saab’s execution of a separation agreement including release of claims and reinstatement of all restrictive covenants. In addition, in the event of a change in control of uniQure N.V., provided that uniQure Switzerland is a direct or indirect subsidiary or affiliate of uniQure N.V., the vesting of any of Dr. Abi-Saab’s outstanding equity awards will be accelerated, and any stock options will be exercisable from the date immediately prior to the change in control through the earlier of the 18 month anniversary of the change of control or the expiration of the stock options. The Abi-Saab Employment Agreement contains restrictive covenant obligations, including intellectual property, non-competition, non-solicitation, and confidentiality covenants. The Abi-Saab Employment Agreement continues in effect until either party provides six months’ advance notice, provided that Dr. Abi-Saab’s employment will terminate automatically at the end of the month in which he reaches retirement age or incurs a permanent disability according to applicable law. The Abi-Saab Employment Agreement is to continue in force from year to year unless terminated in accordance with its terms. A copy of the Abi-Saab Employment Agreement is filed as Exhibit 10.13 to our Annual Report. The foregoing is not a complete description of the Abi-Saab Employment Agreement and is qualified in its entirety by reference to the full text of such agreement. Christian Klemt Mr. Klemt entered into an employment agreement with the uniQure biopharma, effective June 15, 2021, pursuant to which Mr. Klemt serves as the Chief Financial Officer of uniQure biopharma (the “Klemt Employment Agreement”), and which replaced his prior employment agreement with uniQure biopharma, dated March 1, 2020. Pursuant to the Klemt Employment Agreement, Mr. Klemt receives the following compensation: (i) an annual base salary of €325,000 and (ii) eligibility to receive an annual bonus with a target amount of 40% of his annual base salary. For additional information on Mr. Klemt’s compensation, including adjustments to Mr. Klemt’s annual base salary, see “Compensation Discussion & Analysis.” The Klemt Employment Agreement provides that if Mr. Klemt’s employment is terminated by uniQure biopharma other than in the case of summary dismissal, long-term illness, or severely culpable acts or omissions by Mr. Klemt, Mr. Klemt receives the following severance benefits: (i)Mr. Klemt’s then current annual base salary; (ii)Mr. Klemt’s annual target bonus in effect on the date of termination; and (iii)A pro-rata bonus for the year of termination (pro-rated based on Mr. Klemt’s period of service during the year of termination). If Mr. Klemt’s employment is terminated by uniQure biopharma within 90 days prior to or 12 months following a change in control, other than due to a termination by uniQure biopharma as described above, Mr. Klemt will receive the following severance benefits: (i)150% of Mr. Klemt’s then current annual base salary; (ii)150% of Mr. Klemt’s target annual bonus in effect on the date of termination; and (iii)A pro-rata bonus for the year of termination (pro-rated based on Mr. Klemt’s period of service during the year of termination). In the event of a change in control, the vesting of Mr. Klemt’s outstanding equity awards will accelerate, and any stock options will be deemed to be fully exercisable commencing on the date of the change in control through the earlier of the 18 month anniversary of the change of control or the expiration of the stock options. The Klemt Employment Agreement contains restrictive covenant obligations, including intellectual property, non-competition, and confidentiality covenants. In order to terminate Mr. Klemt’s employment pursuant to the Klemt Employment Agreement, uniQure biopharma must provide four months advance notice, and Mr. Klemt must provide two months advance notice, provided that the Klemt Employment Agreement automatically terminates upon Mr. Klemt attaining the legal retirement age in the Netherlands. A copy of the Klemt Employment Agreement is filed as Exhibit 10.11 to our Annual Report. The foregoing are not complete descriptions of the Klemt Employment Agreement and are qualified in their entirety by reference to the full text of such agreement. Jeannette Potts Dr. Potts entered into an employment agreement with uniQure, Inc., effective May 22, 2023, pursuant to which she serves as our Chief Legal and Compliance Officer (the “Potts Employment Agreement”). The Potts Employment Agreement provides that Dr. Potts receives the following compensation: (i) an annual base salary of $465,000 per year, which will be reviewed annually for adjustment, (ii) eligibility to receive an annual bonus with a target amount of 40% of Dr. Potts’s base salary, and (iii) eligibility to receive long-term equity incentives under our share incentive plan, as amended. In addition, the Potts Employment Agreement provides for a one-time grant of options to purchase 81,300 Ordinary Shares and a grant of 47,100 restricted share units, each of which were granted as inducement grants, in accordance with the applicable rules of the Nasdaq Stock Market. For additional information on Dr. Potts’s compensation, including adjustments to Dr. Potts’s annual base salary, see “Compensation Discussion & Analysis.” The Potts Employment Agreement provides that if Dr. Pott’s service with uniQure, Inc. is terminated by uniQure, Inc. without cause or by Dr. Potts for good reason, then Dr. Potts receives the following severance benefits: (i)a lump sum payment equal to Dr. Pott’s then current base salary; (ii)a lump sum payment equal to Dr. Potts’s annual target bonus in effect on the date of termination; (iii)a lump sum payment equal to a pro-rata bonus for the year of termination (pro-rated based on Dr. Potts’s period of service during the year of termination); and (iv)premium payments or reimbursements for Dr. Potts’s COBRA premiums for 12 months (unless such period is ended earlier because Dr. Potts ceases to be eligible for continued coverage under COBRA). The Potts Employment Agreement further provides that if Dr. Potts’s service with uniQure, Inc. is terminated by uniQure, Inc. without cause within 90 days prior to a change in control, or by uniQure, Inc. without cause or by Dr. Potts for good reason, within one year following a change in control, then in lieu of the severance described above, Dr. Potts receives the following severance benefits: (i)a lump sum payment equal to 150% of Dr. Pott’s then current base salary; (ii)a lump sum payment equal to 150% of Dr. Potts’s annual target bonus in effect on the date of termination; (iii)a lump sum payment equal to a pro-rata bonus for the year of termination (pro-rated based on Dr. Potts’s period of service during the year of termination); and (iv)premium payments or reimbursements for Dr. Potts’s COBRA premiums for 18 months (unless such period is ended earlier because Dr. Potts ceases to be eligible for continued coverage under COBRA).
Employment Agreements
In order to receive any severance under the Potts Employment Agreement, Dr. Potts must sign and not revoke a general release of claims in our favor. In addition, in the event of a change in control, the vesting of Dr. Potts’s outstanding equity awards will accelerate, and any stock options will be deemed to be fully exercisable commencing on the date of the change in control through the earlier of the 18 month anniversary of the change of control or the expiration of the stock options. The Potts Employment Agreement further provides that it is contingent upon Dr. Potts entering into a confidentiality, developments, and restrictive covenants agreement with uniQure, Inc. The compensation payable to Dr. Potts under the Potts Employment Agreement is subject to any applicable clawback and recoupment policy approved by the Board, as in effect from time to time. The Potts Employment Agreement continues in force from year to year unless terminated in accordance with its terms. A copy of the Potts Employment Agreement is filed as Exhibit 10.12 to our Annual Report. The foregoing is not a complete description of the Potts Employment Agreement and is qualified in its entirety by reference to the full text of such agreement.
Other Executive Compensation Policies
Other Executive Compensation Policies Tax and Accounting Considerations for NEOs subject to U.S. tax legislation Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to any of the company’s chief executive officer and certain other executive officers in any taxable year. “Nonqualified deferred compensation” is required by Section 409A of the Code to be paid under plans or arrangements that satisfy certain statutory requirements regarding timing of deferral elections, timing of payments and certain other matters. Employees and service providers who receive compensation that fails to satisfy these requirements may be subject to accelerated income tax liabilities, a 20% excise tax, penalties, and interest on their compensation under such plans. The Company seeks to design and administer our compensation and benefits plans and arrangements for all our employees and service providers, including our NEOs, to keep them either exempt from or in compliance with the requirements of Section 409A. Sections 280G and 4999 of the Code impose certain adverse tax consequences on compensation treated as excess parachute payments. An executive is treated as having received excess parachute payments if such executive receives compensatory payments or benefits that are contingent on a change in control, and the aggregate amount of such payments and benefits equal or exceeds three times the executive’s base salary amount (determined in accordance with Section 280G of the Code). The portion of the payments and benefits more than one times base salary amount is treated as excess parachute payments and is subject to a 20% excise tax, in addition to any applicable federal income and employment taxes, and is not deductible by the Company. Although the Compensation Committee considers tax consequences as a factor when it makes compensation decisions, it retains the discretion and flexibility to make compensation decisions resulting in the grant of non-deductible compensation to the extent it deems that it is appropriate. Deferred Compensation and Retirement Plans The Company operates a qualified 401(k) Plan for its U.S. employees, headquartered in Lexington, Massachusetts. The uniQure Inc. 401(k) Plan is an employee contribution plan where the employer matches up to 3% of base salary, capped by IRS limits. The uniQure Inc. 401(k) Plan offers both a before-tax and after-tax (Roth) component, which are subject to IRS statutory limits for each calendar year. The Company operates a defined contribution pension plan for all employees of its Dutch operating entity uniQure Biopharma B.V. based in the Netherlands, which is funded by the Company through payments to an insurance company. Equity Incentive Plan The 2014 Plan enables the Board to grant equity awards, including options, restricted share units (RSUs) and performance share units (PSUs). The purpose of the 2014 Plan is to advance the interests of the Company’s Shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the group and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s Shareholders. The terms of the PSUs are further discussed above. For RSUs the shares are automatically issued to the grantee upon the vesting of the award. As of March 31, 2026, 2,593,895 Ordinary Shares remain available for grant under the 2014 Plan. Employee Share Purchase Plan The Employee Share Purchase Plan (“ESPP”) is designed to allow eligible employees of the Company and its designated subsidiaries to purchase discounted Ordinary Shares at designated intervals through their accumulated payroll deductions. The purpose of the ESPP is to provide employees with a convenient method to invest in the Company’s Ordinary Shares, which will increase the equity stake of the Company’s employees and will benefit shareholders by aligning more closely the interests of participating employees with those of the Company’s Shareholders. The Company believes that this will help to motivate and retain highly qualified employees. Under the ESPP, the number of Ordinary Shares initially reserved for issuance is 150,000. The purchase price of the Ordinary Shares acquired on each purchase date will be the lesser of (a) 85% of the closing price of an Ordinary Share on the first day of the offering period or (b) 85% of the closing price of an Ordinary Share on the purchase date. As of March 31, 2026, a total of 72,773 Ordinary Shares remains available for issuance under the ESPP. Role of Executive Officer in Determining Executive Compensation The Compensation Committee and Board approve all compensation decisions related to our NEOs. Such decisions by the Compensation Committee regarding compensation were made independently from our NEOs. Stock Ownership Requirements The Board has adopted stock ownership guidelines to further align the interests of its executive officers with the interests of the Company’s shareholders. The Company’s executive officers are expected to hold Ordinary Shares and other equity rights commensurate with their respective roles with the Company. The policy applies to certain “Executive Officers,” which currently includes the Chief Executive Officer, the Chief Financial Officer, the Chief Medical Officer, the Chief Legal and Compliance Officer, the Chief People and Culture Officer, the Chief Technical Operations Officer, the Chief Business and Scientific Officer, and the Chief Customer and Strategy Officer. The policy requires that, within five years of adoption of the policy (by December 2026) or their date of appointment to their position, the Executive Officers (as defined in the stock ownership guidelines) are required to have a share ownership position in the Company in an amount no less than the multiple of their base salary set forth below:
Other Executive Compensation Policies
In the event of an increase in an Executive Officer’s base salary, he or she will have one year from the time of such increase to acquire any additional Ordinary Shares needed to meet these guidelines. The ownership requirement will be measured as to each Executive Officer as of the first trading day in January of each year. In determining compliance with the stock ownership guidelines, we include Ordinary Shares owned outright, as well as Ordinary Shares and restricted share units subject to time-based vesting. No Executive Officer shall be deemed to be out of compliance with these guidelines to the extent that, after initially reaching the ownership threshold, the sole reason such person’s ownership is below the required threshold is due to a decrease in the market price of the Company’s Ordinary Shares and such person has not sold any Ordinary Shares since the time such person’s ownership dropped below the required threshold. All Executive Officers have satisfied, or are on track to satisfy within the five-year grace period, the Board’s stock ownership guidelines. This description of the stock ownership guidelines does not purport to be complete, and it is qualified in its entirety by reference to the full text of the guidelines, which can be viewed on our website at www.uniqure.com/investors-media/corporate-governance. Insider Trading Policy and Hedging and Pledging Prohibitions Under our Insider Trading Policy adopted by our Board, our officers, directors, employees, consultants and contractors, as well as the Company itself, are prohibited from engaging in hedging or monetization transactions relating to any of our securities (including through the use of financial instruments such as prepaid variable forwards contracts, equity swaps, collars and exchange funds) and holding our equity securities in a margin account or pledging securities as collateral for a loan, except that certain exceptions may be granted to permit the pledge of securities as collateral for a loan, if the individual demonstrates the financial capacity to repay the loan without resorting to the pledged securities. For the fiscal year ended December 31, 2025, no such requests were made by our NEOs or members of our Board. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of our securities, as well as any listing standards, rules and regulations applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report. Clawback Policy In December 2021, the Board adopted the Clawback Policy, which was revised in December 2023 to reflect updated listing standard rules from Nasdaq. The Clawback Policy requires the company to seek recoupment of any excess performance-based compensation that was paid to our executive officers due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws, regardless of fault or misconduct, other than in certain limited circumstances. In addition, the Clawback Policy may, in certain circumstances, be applied to other current or former employees whose actions or omissions contributed to the circumstances requiring the restatement and also involved willful misconduct or a willful violation of any of the Company’s rules. Additionally, if the Board determines that detrimental conduct has occurred that results in a material adverse impact on the Company’s financial results, operations or reputation, incentive-based compensation may be subject to recoupment. The full Clawback Policy, as amended, is available on our website at www.uniqure.com/investors-media/corporate-governance.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table summarizes the annual compensation paid to our named executive officers for the three fiscal years ended December 31, 2025, 2024 and 2023.
SUMMARY COMPENSATION TABLE
| Name | Year | Salary (1) ($) | Stock Award (2) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Medicare benefits ($) | All other compensation (4) ($) | Total ($) | | Matthew Kapusta | 2025 | 676,170 | 1,079,100 | 1,155,960 | 345,117 | 29,571 | 1,516 | 3,287,434 | | Chief Executive Officer | 2024 | 656,577 | 1,107,181 | 840,780 | 433,620 | 36,315 | 1,465 | 3,075,938 | | | 2023 | 635,089 | 2,502,900 | 3,064,662 | 342,900 | 35,116 | 4,252 | 6,584,919 | | Christian Klemt (5) | 2025 | 539,220 | 795,700 | 851,760 | 197,755 | — | 22,975 | 2,407,410 | | Chief Financial Officer | 2024 | 449,238 | 370,720 | 277,020 | 206,649 | — | 23,906 | 1,327,533 | | | 2023 | 407,111 | 770,440 | 770,646 | 146,005 | — | 22,346 | 2,116,548 | | Walid Abi-Saab (5)(6) | 2025 | 583,798 | 414,200 | 446,160 | 258,250 | — | 103,230 | 1,805,638 | | Chief Medical Officer | 2024 | 541,364 | 276,705 | 277,020 | 311,284 | — | 93,484 | 1,499,857 | | Jeannette Potts (7) | 2025 | 495,012 | 381,500 | 405,600 | 178,344 | 29,571 | 9,900 | 1,499,927 | | Chief Legal and Compliance Officer | 2024 | 480,692 | 276,705 | 277,020 | 211,640 | 36,315 | 9,900 | 1,292,272 | | | 2023 | 277,212 | 950,478 | 951,568 | 102,114 | 22,501 | 6,975 | 2,310,848 |
SUMMARY COMPENSATION TABLE
| (1) Salary is determined based on actual salary during the fiscal years 2023 – 2025. Actual salary has a minor variance from the salary listed in the CD&A for U.S. NEOs based on biweekly payroll mechanics. |
SUMMARY COMPENSATION TABLE
| (2) Represents the aggregate fair value of the stock and options awards granted to such NEOs during 2023, 2024, and 2025 as determined in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”) not including estimates of forfeitures related to service-based vesting conditions. Amounts reflected in the stock awards column are comprised of the accounting value of both the time-vested RSUs and PSUs granted in the years reflected. PSUs have only been included in the stock awards column to the extent accomplishment of an underlying milestone is considered probable in accordance with ASC 718. These vested PSUs have been included in the stock award column for 2024. For assumptions and estimates used in determining these values, see Management’s Discussion and Analysis of Financial Condition and Results of Operations — Share-based Payments and Note 2.3.22 of the Consolidated Financial Statements in our Annual Report. Note that the amounts reported in these columns reflect the accounting cost for these stock and option awards, and do not correspond to the actual economic value that may be received by the NEOs. The number of RSUs and stock options granted is established using a 30-day average share price, to mitigate for any short-term volatility, applied to the approved target value. Grant date fair values are calculated on the date of grant in accordance with accounting rules. This can result in differences between the target values approved by the Compensation Committee and the disclosed grant date fair value. In 2023, this resulted in a 4% decrease between the grant date fair value and target value. In 2024, this resulted in no difference between the grant date value and target value. In 2025, this resulted in a 23% decrease between the grant date fair value and the target value. |
SUMMARY COMPENSATION TABLE
| (3) These amounts reflect the annual cash bonus awards granted to the NEOs pursuant to the Company’s Short-term Incentive program. |
SUMMARY COMPENSATION TABLE
| (4) Amounts represent 401(k) or similar retirement contributions for non-U.S. pension plans. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Klemt receives his salary, non-equity incentive plan compensation and other compensation in euros. Amounts were converted to $ using an average exchange rate for the 12-month period ended December 31, 2025 of 1.13 $/euro, December 31, 2024 of 1.08 $/euro, and December 31, 2023 of 1.08 $/euro. Dr. Abi-Saab receives his salary, non-equity incentive compensation and other compensation in Swiss francs. Amounts were converted to dollars using an average exchange rate for the 12-month period ended December 31, 2025 of 1.20 $/Swiss franc, December 31, 2024 of 1.14 $/Swiss franc, and December 31 2023 of 1.11 $/Swiss franc. |
SUMMARY COMPENSATION TABLE
| (6) Dr. Abi-Saab became a named executive officer in 2024. |
SUMMARY COMPENSATION TABLE
| (7) Dr. Potts has served as our Chief Legal and Compliance Officer since May 2023 and Corporate Secretary since June 2023. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025 The following table contains information concerning exercisable stock options with respect to our Ordinary Shares, RSUs and PSUs granted to our NEOs that were outstanding as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| | | Option Awards (1) | | | | | Stock Awards (2) | | | | | Name | Type of Equity Award | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of securities underlying unexercised options Unexercisable (#) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Yet Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned PSUs, Shares, Other Units or Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights That Have Not Vested ($) | | Matthew Kapusta | Option | 83,663 | — | — | 19.39 | 2028 | — | — | — | — | | | Option | 83,362 | — | — | 31.71 | 2029 | — | — | — | — | | | Option | 59,278 | — | — | 51.81 | 2030 | — | — | — | — | | | Option | 96,229 | — | — | 37.00 | 2031 | — | — | — | — | | | Option | 202,157 | 13,486 | — | 16.04 | 2032 | — | — | — | — | | | Option | 176,342 | 80,158 | — | 20.06 | 2033 | — | — | — | — | | | Option | 113,529 | 145,971 | — | 5.59 | 2034 | — | — | — | — | | | Option | — | 171,000 | — | 10.90 | 2035 | — | — | — | — | | | RSU(3) | — | — | — | — | — | 40,502 | 969,213 | — | — | | | RSU(6) | — | — | — | — | — | 100,001 | 2,393,024 | — | — | | | RSU(8) | — | — | — | — | — | 99,000 | 2,369,070 | — | — | | Christian Klemt | Option | 22,620 | — | — | 19.39 | 2028 | — | — | — | — | | | Option | 18,651 | — | — | 31.71 | 2029 | — | — | — | — | | | Option | 14,479 | — | — | 51.81 | 2030 | — | — | — | — | | | Option | 28,165 | — | — | 37.00 | 2031 | — | — | — | — | | | Option | 16,235 | — | — | 34.46 | 2031 | — | — | — | — | | | Option | 70,517 | 4,707 | — | 16.04 | 2032 | — | — | — | — | | | Option | 44,342 | 20,158 | — | 20.06 | 2033 | — | — | — | — | | | Option | 37,404 | 48,096 | — | 5.59 | 2034 | — | — | — | — | | | Option | — | 126,000 | | 10.90 | 2035 | — | — | — | — | | | RSU(3) | — | — | — | — | — | 12,468 | 298,359 | — | — | | | RSU(6) | — | — | — | — | — | 33,001 | 789,714 | — | — | | | RSU(8) | — | — | — | — | — | 73,000 | 1,746,890 | — | — | | Walid Abi-Saab | Option | 72,372 | 43,428 | — | 11.47 | 2033 | — | — | — | — | | | Option | 37,404 | 48,096 | — | 5.59 | 2034 | — | — | — | — | | | Option | — | 66,000 | — | 10.9 | 2035 | — | — | — | — | | | RSU(5) | — | — | — | — | — | 22,402 | 536,080 | — | — | | | RSU(6) | — | — | — | — | — | 33,001 | 789,714 | — | — | | | RSU(8) | — | — | — | — | — | 38,000 | 909,340 | — | — | | | PSU(7) | — | — | — | — | — | — | — | 25,000 | 2,393,000 | | Jeannette Potts | Option | 50,811 | — | — | 20.18 | 2033 | — | — | — | — | | | Option | 37,404 | 48,096 | — | 5.59 | 2034 | — | — | — | — | | | Option | — | 60,000 | — | 10.90 | 2035 | — | — | — | — | | | RSU(4) | — | — | — | — | — | 15,702 | 375,749 | — | — | | | RSU(6) | — | — | — | — | — | 33,001 | 789,714 | — | — | | | RSU(8) | — | — | — | — | — | 35,000 | 837,550 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (1) The option grants typically vest over four years; 25% on the anniversary of the grant date and in equal quarterly installments thereafter. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (2) Market values of RSU and PSU awards are based on the closing stock price of the Company on December 31, 2025 ($23.93 per Ordinary Share). |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (3) RSU awards granted on February 24, 2023, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (4) RSU awards granted on June 13, 2023, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (5) RSU awards granted on June 26, 2023, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (6) RSU awards granted on March 1 2024, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (7) The PSU awards were formally awarded by the Board on November 21, 2024 and vest based on the achievement of certain specified performance goals. As of December 31, 2025, no such performance goals had been achieved. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025
| (8) RSU awards granted on March 3, 2025, vest in equal one-third tranches after each of one year, two years and three years after the grant date. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| | | | | | | | | | All Other | All Other | | | | | | | | | | | | | stock | option | | Grant Date | | | | | Estimated Future | | | Estimated Future | | | Awards: | Awards: | | Fair Value | | | | | Payouts under | | | Payouts Under | | | Number | Number of | Exercise or | of Stock | | | | | Non-Equity Incentive | | | Equity Incentive | | | of shares | securities | Base Price | and | | | | | Plan Awards (1) | | | Plan Awards | | | of stock | underlying | of Option | Option | | Name | Award | Grant Dates | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units (#) | Option (#) | Awards ($/sh) | Awards ($) | | Matthew Kapusta | ICU(1) | | 203,010 | 406,020 | 609,030 | — | — | — | — | — | — | — | | | Option(2) | 3/3/2025 | — | — | — | — | — | — | — | 171,000 | 10.90 | 1,155,960 | | | RSU(3) | 3/3/2025 | — | — | — | — | — | — | 99,000 | — | — | 1,079,100 | | Christian Klemt (4) | ICU(1) | | 107,476 | 214,952 | 322,427 | — | — | — | — | — | — | — | | | Option(2) | 3/3/2025 | — | — | — | — | — | — | — | 126,000 | 10.90 | 851,760 | | | RSU(3) | 3/3/2025 | — | — | — | — | — | — | 73,000 | — | — | 795,700 | | Walid Abi-Saab (5) | ICU(1) | | 145,951 | 291,902 | 437,853 | — | — | — | — | — | — | — | | | Option(2) | 3/3/2025 | — | — | — | — | — | — | — | 66,000 | 10.90 | 446,160 | | | RSU(3) | 3/3/2025 | — | — | — | — | — | — | 38,000 | — | — | 414,200 | | Jeannette Potts | ICU(1) | | 99,080 | 198,160 | 297,240 | — | — | — | — | — | — | — | | | Option(2) | 3/3/2025 | — | — | — | — | — | — | — | 60,000 | 10.90 | 405,600 | | | RSU(3) | 3/3/2025 | — | — | — | — | — | — | 35,000 | — | — | 381,500 |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| (1) Represents 2025 annual cash bonus granted under the Company’s Short-Term Incentive Plan. For additional information, please see “Compensation Discussion and Analysis—2025 Short-Term Incentive Plan.” |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| (2) Time-vested stock options granted under the Company’s 2014 Plan. Grant date values are determined in accordance with ASC Topic 718. See “Compensation Discussion and Analysis—2025 Long-term Incentive Awards.” |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| (3) Time-vested RSUs granted under the Company’s 2014 Plan. Grant date values are determined in accordance with ASC Topic 718. See “Compensation Discussion and Analysis—2025 Long-term Incentive.” |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| (4) Mr. Klemt receives a salary in euros. Short-term incentive amounts were converted to dollars using an average exchange rate for the 12-month period ended December 31, 2025 of 1.13 $US/euro. |
GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2025
| (5) Dr. Abi-Saab receive their salary in Swiss francs. Short-term incentive amounts were converted to dollars using an average exchange rate for the 12-month period ended December 31, 2025 of 1.20 $US/Swiss franc. |
OPTION EXERCISES AND STOCK VESTED IN 2025
OPTION EXERCISES AND STOCK VESTED IN 2025 The following table discloses information for each of our NEOs regarding the exercise of stock option awards and the vesting of certain stock awards for the 12-month period ended December 31, 2025.
OPTION EXERCISES AND STOCK VESTED IN 2025
| | Option Awards | | Stock Awards | | | Name | Number of shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Matthew Kapusta | 226,316 | 9,382,390 | 148,515 | 1,791,552 | | Christian Klemt | 18,000 | 945,136 | 49,221 | 593,696 | | Walid Abi-Saab | — | — | 38,898 | 535,700 | | Jeanette Potts | — | — | 32,198 | 457,785 |
OPTION EXERCISES AND STOCK VESTED IN 2025
| (1) Value realized on Vesting equals the number of Ordinary Shares vested multiplied by the closing price of our Ordinary Shares on the Nasdaq Global Select Market on the day the Ordinary Shares vested, respectively the closing price on the last trading day if such vesting occurs on a day that our Ordinary Shares are not traded on the Nasdaq Global Select Market. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed fiscal years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets contains information about the relationship between CAP, as computed in accordance with SEC rules, to our principal executive officers (“PEO”) and non-PEO NEOs as a group, and our financial performance for the five years 2021 – 2025. The cumulative Total Stockholder Return depicts a hypothetical $100 investment in our common stock on December 31, 2020, and shows the value of that investment over time for each calendar year. A hypothetical $100 investment in the Nasdaq Biotechnology Index (“NBI”) using the same methodology is shown for comparison. In addition, the average non-PEO NEO incumbents differ year to year and may comprise different roles with different individual and market-based considerations impacting compensation decisions. Comparing the summary compensation table total average and CAP average for the non-PEO NEOs year over year does not accurately depict changes in these values for the same individuals.
Pay Versus Performance Table
| | | | Average | | Value of Initial Fixed $100 | | | | | | | Summary | Average | Investment Based On: | | | | | Summary | | Compensation | Compensation | | Peer Group | | | | Compensation | Compensation | Table Total | Actually Paid | Total | Total | Net (Loss) / | | | Table Total | Actually Paid | for Non- | to Non-PEO | Shareholder | Shareholder | Income | | Year | for PEO (1) | to PEO (1) (2) (3) | PEO NEOs (4) | NEOs (3) (4) (5) | Return (6) | Return (7) | ($ in millions) (8) | | 2025 | 3,287,434 | 7,173,585 | 1,904,325 | 4,178,750 | 66.23 | 119.92 | (199.0) | | 2024 | 3,075,938 | 9,940,635 | 1,523,794 | 3,377,604 | 47.66 | 90.12 | (239.6) | | 2023 | 6,584,919 | (1,396,962) | 2,668,599 | 95,398 | 18.74 | 91.84 | (308.5) | | 2022 | 5,628,174 | 6,956,368 | 2,352,186 | 2,794,041 | 62.75 | 88.53 | (126.8) | | 2021 | 5,100,101 | 1,561,702 | 2,341,941 | 1,100,648 | 57.40 | 99.37 | 329.6 |
Pay Versus Performance Table
| (1) Reflects compensation for our Chief Executive Officer, Mr. Kapusta, who served as our PEO for all five fiscal years presented in the table above. |
Pay Versus Performance Table
| (2) The amounts reported for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our PEO. The following table discloses the adjustments made to the Summary Compensation Table amounts to calculate the CAP amounts. |
Pay Versus Performance Table
| | Fiscal year-ended December 31, | | | | | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 3,287,434 | 3,075,938 | 6,584,919 | 5,628,174 | 5,100,101 | | Deduction for Reported Grant Date Fair Value of Stock Awards (a) | (1,079,100) | (1,107,181) | (2,502,900) | (2,464,117) | (2,065,081) | | Deduction for Reported Grant Date Fair Value of Option Awards (a) | (1,155,960) | (840,780) | (3,064,662) | (2,006,170) | (2,065,074) | | Addition of fair value at year-end of equity awards granted during the year that remained outstanding and unvested | 5,268,909 | 6,034,988 | 1,549,893 | 5,696,179 | 2,114,800 | | Change in fair value at year-end versus prior year-end for awards granted in prior year that remained outstanding and unvested | 2,057,824 | 2,926,744 | (3,225,394) | 294,663 | (1,571,302) | | Change in fair value at vesting date versus prior year-end for awards granted in prior year that vested during the year | (1,205,522) | (149,075) | (738,818) | (192,361) | 48,258 | | Compensation Actually Paid | 7,173,585 | 9,940,635 | (1,396,962) | 6,956,368 | 1,561,702 |
Pay Versus Performance Table
| (a) Reflects the total of amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for our PEO in each of the reported years. |
Pay Versus Performance Table
| (3) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with, and are not materially different from, those used for grant date fair value purposes. Restricted share units are valued based on the last sale price of our ordinary shares on the Nasdaq Global Select Market on the relevant measurement date. Performance share units are valued by applying the probable or actual outcome based on performance through the measurement date, multiplied by the last sale price of our ordinary shares on the Nasdaq Global Select Market on the relevant measurement date. Options are valued using a Hull & White option pricing model with assumptions established as at the relevant measurement date. |
Pay Versus Performance Table
| (4) Reflects the average compensation for the non-PEO NEOs for each respective year presented. The persons included as non-PEO NEOs in each respective year reflects the relevant individuals included in the Summary Compensation Table for each of the years as follows: |
Pay Versus Performance Table
2021: Alexander Kuta, Christian Klemt, Ricardo Dolmetsch and Pierre Caloz; 2022: Alexander Kuta, Christian Klemt, Ricardo Dolmetsch and Pierre Caloz; 2023: Christian Klemt, Ricardo Dolmetsch, Pierre Caloz, Richard Porter and Jeannette Potts; and 2024: Christian Klemt, Walid Abi-Saab, Pierre Caloz and Jeannette Potts. 2025: Christian Klemt, Walid Abi-Saab and Jeannette Potts
Pay Versus Performance Table
| (5) The amounts reported for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our non-PEO NEOs. The following table discloses the adjustments made to the Summary Compensation Table amounts to calculate the CAP amounts. |
Pay Versus Performance Table
| | Fiscal year-ended December 31, | | | | | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for non-PEO NEOs | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 1,904,325 | 1,523,794 | 2,668,599 | 2,352,186 | 2,341,941 | | Deduction for Reported Grant Date Fair Value of Stock Awards (a) | (530,467) | (286,939) | (935,117) | (877,719) | (826,032) | | Deduction for Reported Grant Date Fair Value of Option Awards (a) | (567,840) | (253,935) | (901,029) | (682,913) | (897,864) | | Addition of fair value at year-end of equity awards granted during the year that remained outstanding and unvested | 2,868,743 | 1,933,839 | 520,304 | 1,939,018 | 918,900 | | Change in fair value at year-end versus prior year-end for awards granted in prior year that remained outstanding and unvested | 725,605 | 517,282 | (932,864) | 123,475 | (425,980) | | Change in fair value at vesting date versus prior year-end for awards granted in prior year that vested during the year | (221,616) | (56,436) | (324,495) | (60,006) | (10,317) | | Compensation Actually Paid | 4,178,750 | 3,377,604 | 95,398 | 2,794,041 | 1,100,648 |
Pay Versus Performance Table
| (a) Reflects the total of amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table, averaged for our non-PEO NEOs in each of the reported years. |
Pay Versus Performance Table
| (6) Total Shareholder Return (“TSR”) represents the cumulative total shareholder return of investing in our shares for the period beginning on the last trading day of 2021 through the last trading day of each of the years presented in the Pay Versus Performance Table. |
Pay Versus Performance Table
| (7) Peer Group TSR represents the cumulative total shareholder return of the NBI for the period beginning on the last trading day of 2021 through the last trading day of each of the years presented in the Pay Versus Performance Table. The NBI is the peer group used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Pay Versus Performance Table
| (8) Reflects Net (Loss) / Income as reported in the Company’s Annual Report on Form 10-K for the years ending December 31, 2025, 2024, 2023, 2022, and 2021. |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
Narrative Disclosure to Pay Versus Performance Table
| ● | Our cumulative TSR and Peer Group (NBI) cumulative TSR; and |
Narrative Disclosure to Pay Versus Performance Table
| ● | Our net loss. |
Narrative Disclosure to Pay Versus Performance Table
TSR amounts reported in the graph assume an initial fixed investment of $100.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control Pursuant to the terms of their respective employment agreements with the Company, each of our NEOs are eligible for potential payments and benefits in connection with a termination, including without Cause or for Good Reason, or in connection with a Change of Control. The following narrative and tables set forth the potential payments and value of additional benefit that each of our NEOs would receive in the scenarios contemplated. Except as otherwise provided below, the tables below assume that employment terminated and/or the Change of Control occurred on December 31, 2025 and reflect the closing share price of the Company on December 31, 2025 of $23.93 per Ordinary Share. Except as otherwise provided, the following definitions apply to the potential payments upon termination. “Cause” has the meaning set forth in each NEO’s employment agreement. “Change in Control” means any of the following: (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing forty (40) percent or more of the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or (b) the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (c) the consummation of (1) any consolidation or merger of the Company where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (2) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company. “Termination in Connection with Change of Control” means, unless as otherwise noted below, (i) any termination by the Company of the named executive officer’s employment other than for Cause that occurs within 12 months after the Change of Control; or (ii) any resignation by the named executive officer for Good Reason that occurs within 12 months after the Change of Control. “Disability” has the meaning set forth in each NEO’s employment agreement. “Good Reason” has the meaning set forth in each NEO’s employment agreement. The following table discloses information about the benefits the named executive officer would receive as of December 31, 2025, at a share price of $23.93 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.
Potential Payments upon Termination or Change of Control
| | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance (1) | 1,624,080 | 2,165,441 | — | — | — | | Pro-rata bonus (1), (2) | 406,020 | 406,020 | 406,020 | 406,020 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | 5,731,307 | 5,731,307 | — | — | — | | Stock options - unvested and accelerated | 5,321,854 | 5,321,854 | — | — | — | | Benefits and perquisites | | | | | | | Health insurance (3) | 44,356 | 44,356 | — | — | — | | Total | 13,127,618 | 13,668,978 | 406,020 | 406,020 | — |
Potential Payments upon Termination or Change of Control
| (1) Cash severance and pro-rata bonus are paid as a lump sum, except in the case of base salary paid on termination without Cause or for Good Reason, which is paid over the course of the severance period. |
Potential Payments upon Termination or Change of Control
| (2) Pro-rata bonus amounts are based on actual 2025 annual short-term incentive payout. |
Potential Payments upon Termination or Change of Control
| (3) Health insurance costs are based on individual elections for 2025. |
Potential Payments upon Termination or Change of Control
If Mr. Kapusta’s employment with uniQure Inc. is terminated voluntarily without Good Reason by Mr. Kapusta, for Cause by uniQure Inc., upon a vote of the general meeting of the Company’s Shareholders to dismiss him or upon a vote of the Board to recommend dismissal from his positions at the Company to the general meeting of the Company’s Shareholders and/or to suspend Mr. Kapusta from his positions, then Mr. Kapusta is not entitled to any severance. “Termination in Connection with Change of Control” means (a) any termination by the Company of Mr. Kapusta’s employment, other than for Cause, that occurs within the period that starts ninety (90) days preceding the Change of Control and ends on the one-year anniversary of the Change in Control; or (b) any resignation by Mr. Kapusta for Good Reason, that occurs within the period that starts ninety (90) days preceding the Change of Control and ends on the one-year anniversary of the Change in Control. Christian Klemt The following table discloses information about the benefits the named executive officer would receive as of December 31, 2025, at a share price of $23.93 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.
Potential Payments upon Termination or Change of Control
| | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 752,330 | 1,128,495 | — | — | — | | Pro-rata bonus (1) | 214,952 | 214,952 | 214,952 | 214,952 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 2,834,963 | — | — | — | | Stock options - unvested and accelerated | — | 2,639,010 | — | — | — | | Total | 967,282 | 6,817,420 | 214,952 | 214,952 | — |
Potential Payments upon Termination or Change of Control
| (1) Pro-rata bonus amounts are based on actual 2025 annual short-term incentive pay-out. |
Potential Payments upon Termination or Change of Control
| (2) PSU amounts reflect actual earned awards for all completed tranches. |
Potential Payments upon Termination or Change of Control
Walid Abi-Saab The following table discloses information about the benefits the named executive officer would receive as of December 31, 2025, at a share price of $23.93 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.
Potential Payments upon Termination or Change of Control
| | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 875,706 | 1,313,559 | — | — | — | | Pro-rata bonus (1) | 291,902 | 291,902 | 291,902 | 291,902 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 2,235,134 | — | — | — | | Stock options - unvested and accelerated | — | 2,283,174 | — | — | — | | Total | 1,167,608 | 6,123,768 | 291,902 | 291,902 | — |
Potential Payments upon Termination or Change of Control
| (1) Pro-rata bonus amounts are based on actual 2025 annual short-term incentive pay-out. |
Potential Payments upon Termination or Change of Control
Jeannette Potts The following table discloses information about the benefits the named executive officer would receive as of December 31, 2025, at a share price of $23.93 per Ordinary Share upon termination in certain circumstances, including in the event of a change in control.
Potential Payments upon Termination or Change of Control
| | Termination without Cause or Resignation for Good Reason ($) | Termination in Connection with a Change in Control ($) | Death ($) | Disability ($) | Retirement ($) | | Compensation | | | | | | | Cash severance | 693,560 | 1,040,340 | — | — | — | | Pro-rata bonus (1) | 198,160 | 198,160 | 198,160 | 198,160 | — | | Long term incentive | | | | | | | Restricted share units - unvested and accelerated | — | 2,003,013 | — | — | — | | Stock options - unvested and accelerated | — | 1,778,214 | — | — | — | | Benefits and perquisites | | | | | | | Health insurance (2) | 29,571 | 44,356 | — | — | — | | Total | 921,291 | 5,064,084 | 198,160 | 198,160 | — |
Potential Payments upon Termination or Change of Control
| (1) Pro-rata bonus amounts under are based on actual 2025 annual short-term incentive pay-out. |
Potential Payments upon Termination or Change of Control
| (2) Health insurance costs are based on individual elections for 2025. |
NON-EXECUTIVE DIRECTOR COMPENSATION
NON-EXECUTIVE DIRECTOR COMPENSATION
Overview of Non-Executive Director Compensation Program
Overview of Non-Executive Director Compensation Program Current Non-Executive Director Compensation Arrangements Our Remuneration Policy provides that our Board may determine compensation paid to non-executive directors. Our Board-approved non-executive director compensation for their services on our Board is as follows:
Overview of Non-Executive Director Compensation Program
| ● | Each non-executive director received an annual retainer of $45,000. |
Overview of Non-Executive Director Compensation Program
| ● | The chair of the Board receives an annual retainer totaling $80,000 (i.e., an annual retainer of $45,000 and an additional $35,000 as the chair of the Board). |
Overview of Non-Executive Director Compensation Program
| ● | Each non-executive director who serves as a member of a committee of our Board receives additional compensation as follows: |
Overview of Non-Executive Director Compensation Program
| ● | Audit Committee: members receive an annual retainer of $10,000; the chair receives an annual retainer of $20,000. |
Overview of Non-Executive Director Compensation Program
| ● | Compensation Committee: members receive an annual retainer of $7,500; the chair receives an annual retainer of $15,000. |
Overview of Non-Executive Director Compensation Program
| ● | Nominating and Corporate Governance Committee: members receive an annual retainer of $5,000; the chair receives an annual retainer of $10,000. |
Overview of Non-Executive Director Compensation Program
| ● | Research & Development Committee: members receive an annual retainer of $7,500; the chair receives an annual retainer of $15,000. |
Overview of Non-Executive Director Compensation Program
| ● | Commercial Committee: members receive an annual retainer of $10,000; the chair receives an annual retainer of $20,000. |
Overview of Non-Executive Director Compensation Program
| ● | Each non-executive director receives an annual equity grant with a value consisting of one-half options and one-half RSUs with a one-year vesting period for each. |
Overview of Non-Executive Director Compensation Program
Each annual retainer for Board and committee service is payable semi-annually. Each member of our Board is also entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the Board and any committee of the Board on which she or he serves.
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE The following table summarizes the annual compensation paid to those persons who served as our non-executive directors during the fiscal year ended December 31, 2025. Option Awards and Restricted Stock Unit Awards reflected in the table below are based on the fair value of such awards as of the grant date.
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE
| Name | Fees Earned ($) | Option Awards ($) (1) | Restricted Stock Unit Awards ($) (1) | Total ($) | | Madhavan Balachandran | 65,041 | 137,857 | 129,273 | 332,171 | | Robert Gut | 52,500 | 137,857 | 129,273 | 319,630 | | Rachelle Jacques | 70,082 | 137,857 | 129,273 | 337,212 | | Jack Kaye | 72,500 | 137,857 | 129,273 | 339,630 | | David Meek | 97,541 | 137,857 | 129,273 | 364,671 | | Leonard Post | 60,000 | 137,857 | 129,273 | 327,130 | | Jeremy Springhorn | 77,541 | 137,857 | 129,273 | 344,671 |
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE
| (1) The value of stock awards and stock options as reported in their respective columns is calculated using the grant date accounting fair value determined in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). |
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE
The following table sets forth information relating to the aggregate number of RSUs and stock options outstanding on December 31, 2025 for each of our non-executive directors.
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE
| Name | Award Type | Aggregate Number of Awards Outstanding (#) (1) | | Madhavan Balachandran | Option | 98,397 | | | RSU | 7,970 | | Robert Gut | Option | 148,973 | | | RSU | 7,970 | | Rachelle Jacques | Option | 78,985 | | | RSU | 7,970 | | Jack Kaye | Option | 70,587 | | | RSU | 7,970 | | David Meek | Option | 92,007 | | | RSU | 7,970 | | Leonard Post | Option | 83,092 | | | RSU | 7,970 | | Jeremy Springhorn | Option | 98,397 | | | RSU | 7,970 |
NON-EXECUTIVE DIRECTOR COMPENSATION TABLE
| (1) This table includes unexercised option awards (whether or not exercisable) and unvested stock awards (including unvested stock units). |