DEF 14A of enGene Therapeutics Inc.
Filed May 8, 2026 · FY20250001140361-26-020024
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 nine, of which four 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 four current directors for re-election for a three-year term (the “Director Nominees”):
Director Nominees
| • | Philip Astley-Sparke; |
Director Nominees
| • | Ronald H.W. Cooper; |
Director Nominees
| • | Dr. William Grossman; and |
Director Nominees
| • | Michael Heffernan. |
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 four nominees. The Board determined that Messrs. Astley-Sparke and Heffernan and Dr. Grossman satisfy the requirements to be considered an independent director under applicable Nasdaq rules and pursuant to NI 52-110. Ronald H.W. Cooper is not an independent director as he is an executive officer of the Company. 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.
Philip Astley-Sparke, Director Nominee
Philip Astley-Sparke, Director Nominee Philip Astley-Sparke has served as a member of the Board since July 8, 2025. Mr. Astley-Sparke is a co-founder of Replimune Group, Inc. (Nasdaq: REPL), a member of its board of directors since 2015 and has served as its Executive Chairman since April 2024. Previously, Mr. Astley-Sparke served as Replimune Group, Inc.’s Chief Executive Officer from January 2020 to April 2024 and its Executive Chairman from its formation in 2015 to January 2020. From 2016 until June 2021, Mr. Astley-Sparke served as Chairman of uniQure N.V., a Nasdaq-listed gene therapy company. From 2013 to 2015, Mr. Astley-Sparke served as uniQure N.V.’s President of U.S. operations, where he established its U.S. infrastructure. Mr. Astley-Sparke served as Vice President and General Manager at Amgen, Inc. until December 2011, following Amgen Inc.’s acquisition of BioVex Group, Inc. in March 2011. Mr. Astley-Sparke was previously President and Chief Executive Officer of BioVex Group, Inc. Prior to BioVex Group, Inc., Mr. Astley-Sparke was a healthcare investment banker at Chase H&Q and qualified as a Chartered Accountant with Arthur Andersen LLP. Mr. Astley-Sparke has been a Venture Partner at Forbion Capital Partners, a venture capital fund, since May 2012. Since 2025, Mr. Astley-Sparke has served as Chairman of Synox Therapeutics Ltd., and he previously served as Chairman of the board of directors of Oxyrane Limited, a biotechnology company, from 2012 to 2020. Mr. Astley-Sparke served on the board of Forbion European Acquisition Corp. from 2021 until the completion of the business combination of enGene Therapeutics Inc. in October 2023. Mr. Astley-Sparke received a B.Sc. in Cellular and Molecular Pathology from Bristol University. The Board believes Mr. Astley-Sparke is qualified to serve as a director due to his extensive experience in the life science industry and his extensive financial and leadership experience.
Ronald H.W. Cooper, Chief Executive Officer, President and Director Nominee
Ronald H.W. Cooper, Chief Executive Officer, President and Director Nominee 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). He previously served as a member of the board of directors of Generation Bio Co. (Nasdaq: GBIO) from March 2021 to February 2026. He is a graduate of St. Francis Xavier University. The Company’s 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.
Dr. William Grossman, Director Nominee
Dr. William Grossman, Director Nominee Dr. William Grossman has served as a member of the Board since July 8, 2025. Dr. Grossman currently serves as Co-Founder and Head of Research & Development of Oncko, Inc., a pharmaceutical drug development company, since November 2024. He is also the Founder of Grossman Biotech & Pharma Consulting, LLC, a consulting firm which offers fractional CMO services to biotechnology and venture capital/private equity organizations, since February 2019. Previously, he served as Senior Vice President and Oncology Therapeutic Area Head of Clinical Development at Gilead Sciences, Inc. (Nasdaq: GILD), a biopharmaceutical company, from August 2021 to August 2024. Prior to that, he held Chief Medical Officer roles at Arcus Biosciences from April 2019 to August 2021 and Bellicum Pharmaceuticals, Inc. from February 2018 to April 2019. He has held additional leadership roles at Merck, Baxter, Biothera, AbbVie and Genentech/Roche between 2008 and 2018. He also served at the Children’s Hospital of Wisconsin/Medical College of Wisconsin as Founder and Medical Director of the Clinical Immunodiagnostic and Research Laboratory, Professor for Microbiology and Genetics and Director of the Bone Marrow Transplant Division for the Immunodeficiency Transplant Program from 2004 to 2008. Dr. Grossman served as a member of the board of directors of Day One Biopharmaceuticals, Inc. (Nasdaq: DAWN) from January 2024 until its acquisition in April 2026. Dr. Grossman received his M.D. and Ph.D. in Immunology from Washington University School of Medicine’s Medical Scientist Training Program and completed his medical and post-doctoral training in the Divisions of Pediatrics and Medicine at Washington University School of Medicine. The Board believes Dr. Grossman is qualified to serve as a director due to his medical training and extensive leadership experience in the biotechnology industry.
Michael Heffernan, Director Nominee
Michael Heffernan, Director Nominee Michael Heffernan has served as a member of the Board since July 8, 2025. Mr. Heffernan is a seasoned biopharmaceutical executive and entrepreneur with over 30 years of experience in the industry. Mr. Heffernan is the Founder of Collegium Pharmaceutical (Nasdaq: COLL), or Collegium, and served as the Chairman and a member of its board of directors until May 2025. Mr. Heffernan served as Interim President and Chief Executive Officer of Collegium from May 2024 until November 2024 and as the President, Chief Executive Officer and a director of Collegium from October 2003 until June 2018. Mr. Heffernan co-founded Avenge Bio, an oncology-focused biotechnology company, where he has served as Chairman since 2019 and served as Chief Executive Officer from January 2022 until May 2024. Mr. Heffernan has built and led multiple companies through numerous financings and successful exits. He has also held leadership positions at Onset Dermatologics, Clinical Studies Ltd., and Eli Lilly and Company. Mr. Heffernan currently serves on the boards of directors of Biohaven Ltd. (NYSE: BHVN) (2020 to present), Trevi Therapeutics (Nasdaq: TRVI) (2017 to present), and Avalo Therapeutics (Nasdaq: AVTX) (2025 to present). Mr. Heffernan previously served on the board of directors of Synlogic, Inc. (Nasdaq: SYBX) from December 2020 to February 2025, and Akebia Therapeutics, Inc. (Nasdaq: AKBA) from December 2018 until June 2022. Mr. Heffernan is a current member of the boards of several privately held companies. He holds a Bachelor of Science in Pharmacy from the University of Connecticut and is a registered pharmacist. The Board believes Mr. Heffernan is qualified to serve as a director due to his extensive experience in building and leading biopharmaceutical companies and driving shareholder value combined with his leadership skills and board 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.
Gerald Brunk, Director
Gerald Brunk, Director Gerald Brunk has served as a member of the 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 M. Glickman, Director
Dr. Richard M. Glickman, Director Dr. Richard M. Glickman has served as a member of the 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 Chairman of the Board of Essa Pharma Inc., a position he held until October 2025. 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.
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 currently serves as the Chair of the board of directors of Specific Biologics, a biopharmaceutical company. Previously he was the chairman of the board of directors of Pacira Biosciences, Inc. (Nasdaq: PCRX), a publicly traded biotechnology company, a member of the board of directors of Relypsa, a publicly traded biotechnology company acquired by Galencia AG, chairman of the board of directors of Proteolix, Inc., a privately held biopharmaceutical company acquired by Onyx Pharmaceuticals, Inc., a member of the board of directors of ViaCell, Inc., a publicly traded biotechnology company sold to Perkin Elmer, and a member of the board of directors of ViaCyte, Inc., a privately held regenerative medicine company acquired by Vertex Pharmaceuticals, Inc. Mr. Hastings has served on the board of directors of the Biotechnology Innovation Organization (“BIO”) for more than two decades, chairing the board from 2021 to 2023 after twice serving as BIO vice chair. 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 European Acquisition Corp. until the completion of the business combination of enGene Holdings Inc. (now enGene Therapeutics Inc.) in October 2023. Currently Mr. Joustra serves on the board of directors of VectorY Therapeutics, Beacon Therapeutics, Navigator Medicines, Verdiva Bio, NewAmsterdam Pharma N.V. (Nasdaq: NAMS) and Vor Biopharma, Inc. (Nasdaq: VOR). 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 and chair of the audit committee of Inovio Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company, since January 2019 and August 2018, respectively. Ms. Zoth previously served as a member of the board of directors and chair of the audit committee of 89BIO, Inc. (Nasdaq: ETNB), a clinical-stage biopharmaceutical company, from June 2020 to October 2025 and 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.
Summary Compensation Table
Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid to our named executive officers for services rendered to us in all capacities for the fiscal years ended October 31, 2025 and 2024.
Summary Compensation Table
| 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 | 2025 | 700,000 | - | 4,544,760 | 483,000 | 30,529 | 5,758,289 | | Chief Executive Officer and President | 2024 | 196,951 | - | 7,985,375 | 246,960 | 4,526 | 8,433,812 | | Ryan Daws | 2025 | 473,000 | - | 1,497,097 | 222,640 | 23,389 | 2,216,126 | | Chief Financial Officer | | | | | | | | | Hussein Sweiti | 2025 | 43,750 | 212,195 | 2,894,340 | - | 1,617 | 3,151,902 | | Chief Medical Officer | | | | | | | |
Summary Compensation Table
| 1. | Mr. Daws and Dr. Sweiti were not named executive officers during fiscal 2024. Mr. Cooper began employment with the Company on July 22, 2024. Dr. Sweiti began employment with the Company on September 29, 2025. |
Summary Compensation Table
| 2. | The fiscal 2024 base salary for Mr. Cooper and the fiscal 2025 base salary for Dr. Sweiti represent their prorated base salaries. Mr. Cooper began employment with the Company on July 22, 2024. Dr. Sweiti began employment with the Company on September 29, 2025. |
Summary Compensation Table
| 3. | The fiscal 2025 bonus for Dr. Sweiti represents a $150,000 sign-on bonus paid in connection with the commencement of his employment and a $50,000 one-time cash bonus that was payable in February 2026 in lieu of any annual cash incentive compensation for 2025 in accordance with his employment agreement. See “— Employment Arrangements with our Named Executive Officers — Dr. Hussein Sweiti.” In addition, in January 2026, enGene’s compensation committee awarded Dr. Sweiti a discretionary bonus of $12,195 in light of his contributions to the performance of the Company against the pre-established corporate goals during 2025. |
Summary Compensation Table
| 4. | The amount reported represents the aggregate grant date fair value of the stock options awarded to Messrs. Cooper and Daws and Dr. Sweiti during fiscal 2025 and to Mr. Cooper during fiscal 2024, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option reported in this column are set forth in Note 10 to our consolidated financial statements as of and for the years ended October 31, 2025 and 2024 in the Original Form 10-K. The amount reported in this column reflects the grant date accounting cost for these stock option awards and does not correspond to the actual economic value that may be received by Messrs. Cooper and Daws and Dr. Sweiti upon the vesting of their stock options or any sale of the shares, which depends on the market value of our Common Shares on a date in the future. |
Summary Compensation Table
| 5. | The amounts in the “Nonequity incentive plan compensation” column represent annual cash incentive compensation amounts awarded to the named executive officers by enGene’s compensation committee, as detailed in “— Cash Incentive Compensation” below. |
Summary Compensation Table
| 6. | For fiscal 2025, “all other compensation” includes the following: (a) 401(k) employer matching contributions in the amounts of $23,473, $18,772 and $1,588 for Mr. Cooper, Mr. Daws and Dr. Sweiti, respectively, (b) life insurance premiums in the amounts of $2,574, $897 and $29 for Mr. Cooper, Mr. Daws and Dr. Sweiti, respectively, and (c) supplemental disability insurance premiums in the amounts of $4,482, $3,720 and $0 for Mr. Cooper, Mr. Daws and Dr. Sweiti, respectively. For fiscal 2024, “all other compensation” for Mr. Cooper includes the following: (a) 401(k) employer matching contributions in the amount of $2,632, (b) life insurance premiums in the amount of $213, and (c) supplemental disability insurance premiums in the amount of $1,681. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of October 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Grant Date | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | | Ronald H.W. Cooper | 7/22/2024 | 390,625(1) | 859,375 | 8.81 | 7/22/2034 | | | 1/29/2025 | 159,375(2) | 690,625 | 7.39 | 1/29/2035 | | Ryan Daws | 11/30/2023 | 111,166(3) | 120,834 | 7.66 | 11/30/2033 | | | 1/29/2025 | 52,500(2) | 227,500 | 7.39 | 1/29/2035 | | Hussein Sweiti | 9/30/2025 | -(4) | 600,000 | 6.83 | 9/30/2035 |
Outstanding Equity Awards at 2025 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 2025 Fiscal Year-End
| 2. | This option vests in approximately equal amounts monthly for 48 months following the grant date, subject to the executive’s continued service. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 3. | This option vests at 25% on November 30, 2024 with the remaining portion to vest in approximately equal amounts monthly over the remaining three years, subject to Mr. Daws’s continued service. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 4. | This option vests at 25% on September 29, 2026 with the remaining portion to vest in approximately equal amounts monthly over the remaining three years, subject to Dr. Hussein’s continued service. |
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 Officer’s compensation and awards granted in the fiscal year ended October 31, 2025. During the fiscal year ended October 31, 2025, 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 | | Research and Development Committee | | | Chair | $18,000 | | Non-chair members | $9,000 | | Initial Stock Option Award(1) | 45,000 shares | | Annual Stock Option Award(2) | 22,500 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, 2025.
Director Compensation
| Name(1) | Fees earned or paid in cash(2) | Option Awards(3) | Total | | Philip Astley-Sparke(4) | $13,723 | $122,233 | $135,956 | | Jasper Bos(5) | $30,783 | $52,772 | $83,555 | | Gerald Brunk(6) | $68,879 | $52,722 | $121,601 | | Dr. Richard Glickman(7) | $95,879 | $52,772 | $148,651 | | Dr. William Grossman(8) | $15,989 | $122,233 | $138,222 | | Paul Hastings(9) | $54,000 | $52,772 | $106,772 | | Michael Heffernan(10) | $14,041 | $122,233 | $136,274 | | Wouter Joustra(11) | $49,000 | $52,772 | $101,772 | | Lota Zoth(12) | $65,000 | $52,772 | $117,772 |
Director Compensation
| 1. | Mr. Cooper served as a director during the fiscal year ended October 31, 2025 concurrently with his service as the Company’s Chief Executive Officer and President, but did not receive any separate compensation for his services as a director and, consequently, is not included in this table. The compensation paid to Mr. Cooper during the fiscal year ended October 31, 2025 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 the fiscal year ended October 31, 2025 as computed in accordance with FASB ASC Topic 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 10 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. Messrs. Bos, Brunk, Hastings and Joustra, Dr. Glickman and Ms. Zoth were each awarded an annual stock option to purchase 22,500 Common Shares on June 16, 2025. Messrs. Astley-Sparke and Heffernan and Dr. Grossman were each awarded an initial stock option to purchase 45,000 Common Shares on July 8, 2025. Upon Mr. Bos’s departure from the Board on July 7, 2025, his option award was forfeited. |
Director Compensation
| 4. | As of October 31, 2025, Mr. Astley-Sparke held options to purchase 45,000 of our Common Shares of which none were vested on such date. |
Director Compensation
| 5. | Jasper Bos served as a director until July 7, 2025. As of October 31, 2025, Mr. Bos held no options to purchase our Common Shares. |
Director Compensation
| 6. | As of October 31, 2025, Mr. Brunk held options to purchase 42,500 of our Common Shares of which 20,000 were vested on such date. |
Director Compensation
| 7. | As of October 31, 2025, Dr. Glickman held options to purchase 108,261 of our Common Shares of which 85,761 were vested on such date. |
Director Compensation
| 8. | As of October 31, 2025, Dr. Grossman held options to purchase 45,000 of our Common Shares of which none were vested on such date. |
Director Compensation
| 9. | As of October 31, 2025, Mr. Hastings held options to purchase 62,500 of our Common Shares of which 13,333 were vested on such date. |
Director Compensation
| 10. | As of October 31, 2025, Mr. Heffernan held options to purchase 45,000 of our Common Shares of which none were vested on such date. |
Director Compensation
| 11. | As of October 31, 2025, Mr. Joustra held options to purchase 62,500 of our Common Shares of which 13,333 were vested on such date. |
Director Compensation
| 12. | As of October 31, 2025, Ms. Zoth held options to purchase 82,500 of our Common Shares of which 33,333 were vested on such date. |