DEF 14A of enGene Therapeutics Inc.
Filed May 9, 2025 · FY20240001140361-25-018155
Board of Directors
Board of Directors
Compensation Committee
| • | reviewing director compensation for service on the Board and board committees at least once a year and to recommending any changes to its Board. |
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS
Number of Directors
Number of Directors The Board has set the number of directors at seven, of which two are being put forward as nominees for election as directors at the Meeting, as further described herein.
Director Nominees
Director Nominees The nominating and corporate governance committee has recommended, and our Board has nominated, the following two current directors for re-election for a three-year term (the “Director Nominees”):
Director Nominees
| • | Gerald Brunk; and |
Director Nominees
| • | Dr. Richard Glickman. |
Director Nominees
Properly executed proxies will be voted for the Director Nominees unless other instructions are specified. In no event may the proxies be voted for more than two nominees. The Board determined that Mr. Brunk and Dr. Glickman satisfy the requirements to be considered an independent director under applicable Nasdaq rules and pursuant to NI 52-110. Biographical information regarding each director nominee and their qualifications to serve as a director are set forth below. Unless otherwise indicated, each director has held their principal occupation or other positions with the same or predecessor organizations for at least the last five years. Other than as disclosed herein, none of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity. See “Share Ownership” above.
Gerald Brunk, Director Nominee
Gerald Brunk, Director Nominee Gerald Brunk has served as a member of enGene’s Board since August 8, 2023 and as a member of the board of enGene Inc. since October 2017. Mr. Brunk is a co-founder and Managing Director at Lumira Ventures, a healthcare venture capital firm. Prior to beginning his venture capital career in 2002, Mr. Brunk was an entrepreneur and co-founder of several venture-capital funded healthcare companies and served as an Engagement Manager in the healthcare practice of The Boston Consulting Group from July 1994 to May 1999. Earlier, Mr. Brunk was a member of the investment banking group of Credit Suisse First Boston in New York from June 1990 to June 1992. Mr. Brunk received an MBA from Stanford University Graduate School of Business and a B.A. from the University of Virginia. The Board believes Mr. Brunk is qualified to serve as a director due to his experience in the biotechnology industry and the venture capital industry.
Dr. Richard Glickman, Director Nominee
Dr. Richard Glickman, Director Nominee Dr. Richard M. Glickman has served as a member of enGene’s Board since April 24, 2023 and chairman of the Board since May 14, 2024. Prior to that appointment, he served as chair of the board of enGene Inc. since January 2015, and as a member of that board since October 2011. Dr. Glickman was a co-founder of Aurinia Pharma Corp. where he served as its Chairman and CEO until 2019. He was also the founding and current Chairman of the Board of Essa Pharmaceuticals Inc. He is currently a director and Chairman of the compensation committee, and a member of the nominating and corporate governance committee of Eupraxia Pharmaceuticals Inc. (TSX: EPRX; NASDAQ: EPRX), a clinical-stage biotechnology company. Previously, Dr. Glickman was a co-founder of Apsreva Pharmaceuticals where he served as its Chairman and CEO from 2001 to 2006. Dr Glickman is the recipient of numerous awards including the Ernst and Young Entrepreneur of the Year and Canada’s Top 40 under 40. Dr. Glickman holds a B.Sc. in Microbiology and Immunology from McGill University. The Board believes Dr. Glickman is qualified to serve as a director due to his extensive experience in the life science industry, including his broad leadership experience.
Remaining Members of the Board
Remaining Members of the Board Biographical information regarding the remaining members of the Board and their qualifications is set forth below. Unless otherwise indicated, each director has held their principal occupation or other positions with the same or predecessor organizations for at least the last five years.
Ronald H.W. Cooper, Chief Executive Officer, President and Director
Ronald H.W. Cooper, Chief Executive Officer, President and Director Ronald H.W. Cooper has served as Chief Executive Officer and as a director of enGene since July 22, 2024 and as President since October 21, 2024. Prior to joining enGene, Mr. Cooper most recently served as the President and Chief Executive Officer and as a member of the board of directors of Albireo Pharma, Inc., a position he held from November 2016 until that company’s acquisition by Ipsen in March 2023. He also previously served as president and chief executive officer of Albireo Limited from July 2015 until November 2016 and as a director of Albireo Limited from September 2015 until Albireo Limited was dissolved in August 2021. Earlier in his career, Mr. Cooper spent nearly 30 years at Bristol-Myers Squibb (BMS) in roles of increasing responsibility in sales, marketing and general management, most recently serving as President, Europe. While at BMS, he played a leadership role in several successful product launches. Mr. Cooper currently serves as the Chairman of the board of directors of C4 Therapeutics, Inc. (NASDAQ: CCCC) and as a member of the board of directors of Generation Bio Co. (NASDAQ: GBIO). He is a graduate of St. Francis Xavier University. The Company’s board of directors, or Board, believes Mr. Cooper is qualified to serve as a director due to his extensive experience in the pharmaceutical and biotechnology industries, including in leadership and management roles, and his knowledge of our business as Chief Executive Officer.
Jasper Bos, Ph.D., Director
Jasper Bos, Ph.D., Director Jasper Bos, Ph.D., has served as a member of the Board since August 8, 2023. Mr. Bos, the former Chief Executive Officer of FEAC, is a former Merck executive and joined Forbion Growth as a General Partner in May 2021. Before joining Forbion’s Naarden-based headquarters, Mr. Bos was Senior Vice President and Managing Director at M Ventures, leading the venture capital arm of pharmaceutical company Merck, which he joined in 2009. At M Ventures, he led a team of 21 investment professionals and with a fund size of €400 million invested in over 50 portfolio companies spanning biotech, life sciences tools, and tech companies with investment activities ranging from seed-stage to cross-over and IPO. In addition, as Country Speaker Merck Netherlands, he assumed responsibility and liaised between all Merck activities in the Netherlands. His track record as an investor includes the successful exits of Prexton Therapeutics, Epitherapeutics, Galecto, ObsEva, Translate Bio, and F-Star, and has served on multiple boards of privately-owned biotech companies. He has experience in several operational roles in portfolio companies and played a key role in the creation of multiple successful spin-out companies out of Merck. Mr. Bos holds a Ph.D. in Pharmacy from the University of Groningen, the Netherlands. The Board believes Mr. Bos is qualified to serve as a director due to his experience in the biotechnology industry and the venture capital industry.
Paul Hastings, Director
Paul Hastings, Director Paul Hastings has served as a member of the Board since May 15, 2024. He has served as the Chief Executive Officer and a member of the board of directors of Nkarta, Inc. (NASDAQ: NKTX) since February 2018. Prior to that, Mr. Hastings served as President, Chief Executive Officer, and Director of the publicly traded, clinical-stage biopharmaceutical company OncoMed Pharmaceuticals, Inc. from January 2006 until January 2018. In August 2013, he was elected chairman of the board of directors of OncoMed and served in that role until January 2018. Prior to joining OncoMed, Mr. Hastings was President, Chief Executive Officer, and Director of QLT, Inc., a publicly traded biotechnology company dedicated to the development and commercialization of innovative ocular products, from February 2002 to September 2006. From 2000 to 2002, Mr. Hastings served as President, Chief Executive Officer, and Director of Axys Pharmaceuticals, Inc., which was acquired by Celera Corporation in 2001. Mr. Hastings was also previously the President of Chiron Biopharmaceuticals, a division of Chiron Corporation, President and Chief Executive Officer of LXR Biotechnology, and he held a variety of management positions of increasing responsibility at Genzyme Corporation, including President of Genzyme Therapeutics Europe and President of Worldwide Therapeutics. Mr. Hastings previously served on the board of directors of Pacira Biosciences, Inc. (NASDAQ: PCRX), a publicly traded biotechnology company, Relypsa, a publicly traded biotechnology company acquired by Galencia AG, as chairman of the board of directors of Proteolix, Inc., a privately held biopharmaceutical company acquired by Onyx Pharmaceuticals, Inc., on the board of directors of ViaCell, Inc., a publicly traded biotechnology company sold to Perkin Elmer, and as a director of ViaCyte, Inc., a privately held regenerative medicine company acquired by Vertex Pharmaceuticals, Inc. Mr. Hastings currently serves as the immediate past Chair and Board Executive Committee member of the Biotechnology Innovation Organization. Mr. Hastings received a B.Sc. in pharmacy from the University of Rhode Island. The Board believes Mr. Hastings is qualified to serve as a director due to his extensive experience in the pharmaceutical and biotechnology industries, including his leadership and management experience.
Wouter Joustra, Director
Wouter Joustra, Director Wouter Joustra has served as a member of the Board since May 15, 2024. He is a General Partner at Forbion, a leading European life sciences venture capital firm. At Forbion, Mr. Joustra is responsible for deal origination, general portfolio management and divestment strategies, and focuses on Forbion’s Growth Opportunities Funds, which concentrates on investing in late-stage life sciences companies. Prior to joining Forbion in 2019, Mr. Joustra previously was a Senior Trader, as well as Executive Board member of the Life Sciences franchise at Kempen, a European boutique investment bank. In this role, Mr. Joustra managed Kempen’s trading portfolio, and was involved in deal structuring and equity capital markets transactions, as well as larger block trades. Mr. Joustra also served as a member of the board of directors of Gyroscope Therapeutics until the closing of its acquisition by Novartis in February 2022 for up to $1.5 billion, the board of directors of VectivBio (NASDAQ: VECT) from December 2022 until the closing of its $1.2 billion acquisition by Ironwood Pharmaceuticals in December 2023, the board of directors of Aiolos Bio until the closing of its acquisition by GSK plc in February 2024 for up to $1.4 billion and the board of Forbion’s SPAC vehicle until the completion of the business combination of enGene Holdings Inc. (NASDAQ: ENGN) in October 2023. Currently Mr. Joustra serves on the board of directors of VectorY Therapeutics and of NewAmsterdam Pharma N.V. (NASDAQ: NAMS). Mr. Joustra holds an M.Sc. in Business Administration and a B.Sc. in International Business and Management from the University of Groningen. The Board believes Mr. Joustra is qualified to serve as a director due to his experience in the biotechnology industry and the venture capital industry.
Lota Zoth, Director
Lota Zoth, Director Lota Zoth has served as a member of the Board since December 18, 2023. Ms. Zoth is a Certified Public Accountant and has also served as a member of the board of directors of 89BIO, Inc. (Nasdaq: ETNB), a clinical-stage biopharmaceutical company, since June 2020. She has also served as a member of the board of directors and chair of the audit committee of Inovio Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company, since January 2018 and August 2018, respectively. Ms. Zoth previously served as a member of the board of directors and chair of the audit committee of Lumos Pharma, Inc. (Nasdaq: LUMO) (previously, NewLink Genetics Corporation), a biopharmaceutical company, from November 2012 to December 2024. Ms. Zoth also served as member of the board of directors and chair of the audit committee of Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company, from November 2016, as chair of the board of directors from September 2019 to January 2022 and as lead director since January 2022, until stepping down from the Zymeworks Inc. board in December 2023. In addition, she previously served as a member of the board of Spark Therapeutics, Inc., a gene therapy platform company, from January 2016 to December 2019, Circassia Pharmaceuticals, plc (LON: CIR), a specialty biopharmaceutical company, from February 2015 to February 2019, Orexigen Therapeutics, Inc., a biopharmaceutical company, from April 2012 to May 2019, Aeras, a non-profit product development organization, from November 2011 to October 2018, Hyperion Therapeutics, Inc., a commercial-stage biopharmaceutical company, from February 2008 to May 2015 and Ikaria, Inc., a commercial stage biopharmaceutical company, from January 2008 to February 2014. Prior to her retirement, Ms. Zoth most recently served as Senior Vice President and Chief Financial Officer of MedImmune, Inc., a biotechnology company, from April 2004 to July 2007 and as Vice President, Controller & Chief Accounting Officer from August 2002 to April 2004. Ms. Zoth received her B.B.A. from Texas Tech University. The Board believes Ms. Zoth is qualified to serve as a director because of her experience as a senior executive and member of the board of other life science companies.
Executive Compensation Overview
| Name and Principal Position(1) | Fiscal Year | Salary ($)(2) | Bonus($)(3) | Option Awards ($)(4) | Nonequity Incentive Plan Compensation(5) | All Other Compensation ($)(6) | Total ($) | | Ronald H.W. Cooper | 2024 | 196,951 | - | 7,985,375 | 246,960 | 4,526 | 8,433,812 | | Chief Executive Officer and President | | | | | | | | | Raj S. Pruthi, MD, MHA, FACS | 2024 | 253,483 | - | 2,005,951 | 200,320 | 6,305 | 2,466,059 | | Chief Medical Officer | | | | | | | | | Lee G. Giguere | 2024 | 312,735 | 137,150 | 2,698,001 | 147,862 | 7,701 | 3,303,449 | | Chief Legal Officer & Secretary | | | | | | | | | Jason D. Hanson | 2024 | 427,283 | - | - | - | 571,946 | 999,299 | | Former Chief Executive Officer | 2023 | 442,337 | - | 1,536,357 | 204,340 | 9,900 | 2,192,934 |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of October 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Grant Date | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | | Ronald H.W. Cooper | 7/22/2024 | -(1) | 1,250,000 | 8.81 | 7/22/2034 | | Raj S. Pruthi | 4/22/2024 | -(2) | 125,000 | 14.80 | 4/22/2034 | | | 7/24/2024 | -(3) | 110,000 | 8.65 | 7/24/2034 | | Lee G. Giguere | 3/15/2024 | -(4) | 225,000 | 16.85 | 3/15/2034 | | Jason D. Hanson | 7/9/2018 | 137,051(5) | - | 0.88 | 7/9/2028 | | | 7/30/2019 | 30,939(5) | - | 0.88 | 7/30/2029 | | | 8/20/2021 | 524,544(5) | - | 0.88 | 8/20/2031 | | | 8/20/2021 | 10,906(5) | - | 0.88 | 8/20/2031 | | | 7/7/2023 | 512,826(5) | - | 4.25 | 7/7/2033 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 1) | This option vests at 25% on July 22, 2025 with the remaining portion to vest in approximately equal amounts monthly over the remaining three years, subject to Mr. Cooper’s continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 2) | This option vests at 25% on April 22, 2025 with the remaining portion to vest in approximately equal amounts monthly over the remaining three years, subject to Dr. Pruthi’s continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 3) | This option vests at 25% on July 24, 2025 with the remaining portion to vest in approximately equal amounts monthly over the remaining three years, subject to Dr. Pruthi’s continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 4) | This option vests at 25% on January 29, 2025 with the remaining portion to vest in approximately equal amounts monthly over the remaining three years, subject to Mr. Giguere’s continued service. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 5) | This option is fully vested and exercisable. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We compensate non-employee members of our Board for their service using a combination of cash and equity compensation. Directors who are also employees do not receive any compensation for service on the Board in addition to compensation payable for their service as our employees. The non-employee members of our Board are also reimbursed for travel, lodging, and other reasonable expenses incurred in attending Board or committee meetings. See the “Summary Compensation Table” above for a discussion of our Chief Executive Officers’ compensation and awards granted in the fiscal year ended October 31, 2024. During the fiscal year ended October 31, 2024, we compensated our non-employee directors pursuant to the non-employee compensation policy established by our Board, upon the recommendation of our compensation committee:
DIRECTOR COMPENSATION
| Compensation Type | Amount | | Annual Cash Fee | | | Board of Directors | | | Independent Chairman or Lead Independent Director | $75,000 | | All non-employee directors | $40,000 | | Audit Committee | | | Chair | $20,000 | | Non-chair members | $10,000 | | Compensation Committee | | | Chair | $18,000 | | Non-chair members | $9,000 | | Nominating and Corporate Governance Committee | | | Chair | $10,000 | | Non-chair members | $5,000 | | Initial Stock Option Award(1) | 40,000 shares | | Annual Stock Option Award(2) | 20,000 shares |
DIRECTOR COMPENSATION
| (1) This one-time option award is granted following the initial election or appointment of a new director to our Board. The option vests with respect to one-third of the shares on each of the first, second and third anniversaries of the grant date, subject to the director’s continued service. Equity awards to our non-employee directors are subject to the individual limits set forth in the Incentive Equity Plan. See “Employee Benefit and Equity Compensation Plans - Summary of the Equity Plans - Individual Limits for Non-Employee Directors” for more information. |
DIRECTOR COMPENSATION
| (2) This option award is granted after each annual meeting of our shareholders, provided that the non-employee director has served on the Board for at least four months preceding the date of the applicable annual meeting, and vests in full on the first anniversary of the grant date, subject to the director’s continued service. Equity awards to our non-employee directors are subject to the individual limits set forth in the Incentive Equity Plan. See “Employee Benefit and Equity Compensation Plans - Summary of the Equity Plans - Individual Limits for Non-Employee Directors” for more information. |
DIRECTOR COMPENSATION
The stock options granted to our non-employee directors for service on our Board or its committees have an exercise price equal to the fair market value of the Common Shares on the date of grant, expire ten years after the date of grant, and are subject to the director’s continued service on our Board. The following table sets forth information concerning the compensation for our non-employee directors during the fiscal year ended October 31, 2024.
DIRECTOR COMPENSATION
| Name(1) | Fees earned or paid in cash(2) | Option Awards(3) | Total | | Jasper Bos(4) | $41,909 | $126,648 | $168,557 | | Gerald Brunk(5) | $71,104 | $126,648 | $197,752 | | Dr. Richard Glickman(6) | $81,838 | $126,648 | $208,486 | | Paul Hastings(7) | $23,918 | $259,993 | $283,911 | | Wouter Joustra(8) | $22,008 | $259,993 | $282,001 | | Lota Zoth(9) | $54,327 | $630,539 | $684,866 |
DIRECTOR COMPENSATION
| (1) Mr. Cooper and Mr. Hanson each served as a director during the fiscal year ended October 31, 2024 concurrently with their respective service as the Company’s Chief Executive Officer, but did not receive any separate compensation for their services as a director and, consequently, are not included in this table. The compensation paid to our Chief Executive Officers during the fiscal year ended October 31, 2024 is presented in the “Summary Compensation Table” above. |
DIRECTOR COMPENSATION
| (2) Amounts represent cash compensation for services rendered by each member of our Board for their services on our Board or a committee thereof. |
DIRECTOR COMPENSATION
| (3) The amounts reported in the “Option awards” columns above represent the aggregate grant date fair value of the stock options granted during fiscal 2024 as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 13 of “Notes to Consolidated Financial Statements” in the Original Form 10-K for a discussion of assumptions made by the Company in determining the aggregate grant date fair value of our option awards. Ms. Zoth was awarded an initial stock option to purchase 40,000 Common Shares on March 24, 2024. Messrs. Bos and Brunk, Dr. Glickman and Ms. Zoth were each awarded an annual stock option to purchase 20,000 Common Shares on June 18, 2024. Messrs. Hastings and Joustra were each awarded an initial stock option to purchase 40,000 Common Shares on June 18, 2024. |
DIRECTOR COMPENSATION
| (4) As of October 31, 2024, Mr. Bos held options to purchase 20,000 of our Common Shares of which none were vested on such date. |
DIRECTOR COMPENSATION
| (5) As of October 31, 2024, Mr. Brunk held options to purchase 20,000 of our Common Shares of which none were vested on such date. |
DIRECTOR COMPENSATION
| (6) As of October 31, 2024, Dr. Glickman held options to purchase 85,761 of our Common Shares of which 65,761 were vested on such date. |
DIRECTOR COMPENSATION
| (7) As of October 31, 2024, Mr. Hastings held options to purchase 40,000 of our Common Shares of which none were vested on such date. |
DIRECTOR COMPENSATION
| (8) As of October 31, 2024, Mr. Joustra held options to purchase 40,000 of our Common Shares of which none were vested on such date. |
DIRECTOR COMPENSATION
| (9) As of October 31, 2024, Ms. Zoth held options to purchase 60,000 of our Common Shares of which none were vested on such date. |