DEF 14A of MeiraGTx Holdings plc
Filed Apr 30, 2025 · FY20240001558370-25-005929
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure In accordance with our Amended and Restated Memorandum and Articles of Association as currently in effect (the “Articles”), the Board has the discretion to fix the minimum and maximum number of directors to serve on our Board and, unless such numbers are fixed, the minimum shall be one and the maximum shall be unlimited. Our Board has not set a maximum, and the Board currently consists of seven directors. Our Articles provide that the Board be divided into three classes, Class I, Class II and Class III, with staggered, three-year terms. At each annual general meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual general meeting following election. Each director shall hold office until the expiration of their term, until their successor shall have been duly elected and qualified or until their earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled by vote of a majority of the directors then in office. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier death, resignation or removal.
Current Directors and Terms
Current Directors and Terms Our current directors and their respective classes and terms are set forth below.
Current Directors and Terms
| Class I Directors with Current Term Ending at 2025 Annual Meeting | Class II Directors with Current Term Ending at 2026 Annual Meeting | Class III Directors with Current Term Ending at 2027 Annual Meeting | | Thomas E. Shenk, Ph.D. | Ellen Hukkelhoven, Ph.D. | Alexandria Forbes, Ph.D. | | | Nicole Seligman | Keith R. Harris, Ph.D. | | | Debra Yu, M.D. | Lord Mendoza |
Nominee for Director
Nominee for Director Dr. Shenk has been nominated by the Board to stand for election. As Dr. Shenk is a director assigned to Class I, his current term of service will expire at the Annual Meeting. If elected by the shareholders at the Annual Meeting, Dr. Shenk will serve for a term expiring at our annual general meeting of shareholders to be held in 2028 (the “2028 Annual Meeting”) and until the election and qualification of his successor or until his earlier death, resignation or removal. Dr. Shenk has agreed to serve if elected, and we have no reason to believe that he will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that Dr. Shenk will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for a fewer number of nominees that results from the inability of any nominee to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
Information About Board Nominees and Continuing Directors
Information About Board Nominees and Continuing Directors The following pages contain certain biographical information as of April 18, 2025 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display: personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its Committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.
Nominee for Election to Three-Year Term Expiring No Later than the 2028 Annual Meeting
Nominee for Election to Three-Year Term Expiring No Later than the 2028 Annual Meeting
Nominee for Election to Three-Year Term Expiring No Later than the 2028 Annual Meeting
| Class I Director | Age | Served as a Director Since | Current Position(s) with MeiraGTx | | Thomas E. Shenk, Ph.D. | 78 | June 2015 | Director |
Nominee for Election to Three-Year Term Expiring No Later than the 2028 Annual Meeting
Thomas E. Shenk, Ph.D. has served as a member of our Board of Directors since June 2015. Dr. Shenk was the James A. Elkins Jr. Professor of Life Sciences in the Department of Molecular Biology at Princeton University from 1984 to 2021, when he became Professor of Life Sciences, Emeritus. Dr. Shenk served on the board of directors of Merck and Co., Inc., a pharmaceutical company, from 2001 to 2012. Dr. Shenk also served on the board of directors of each of Vical Incorporated and Kadmon Holdings, Inc. until August 2019 and June 2018, respectively. Dr. Shenk has been elected to membership in each of the U.S. National Academy of Sciences, the U.S. National Academy of Medicine and the American Philosophical Society. He received a B.S. from the University of Detroit and a Ph.D. from Rutgers University. Our Board of Directors believes Dr. Shenk’s expertise and experience serving as a director in the pharmaceutical sector and his academic background provides him with the qualifications and skills to serve on our Board of Directors.
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Shareholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Shareholders
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Shareholders
| Class III Directors | Age | Director Since | Current Position(s) at MeiraGTx | | Alexandria Forbes, Ph.D. | 60 | March 2015 | President and Chief Executive Officer and Director | | Keith R. Harris, Ph.D. | 72 | June 2015 | Chairman of the Board | | Lord Mendoza | 65 | June 2015 | Director |
Class III Directors Whose Terms Expire at the 2027 Annual Meeting of Shareholders
Alexandria Forbes, Ph.D. has served as our President, Chief Executive Officer and member of our Board of Directors since March 2015. Prior to founding MeiraGTx, Dr. Forbes served as Senior Vice President of Commercial Operations at Kadmon Holdings, Inc., a biopharmaceutical company, from September 2013 to April 2015, and served as a member of its board of directors until June 2018. Prior to Kadmon Holdings, Inc., Dr. Forbes spent eleven years as a public markets healthcare investor responsible for investments in biotechnology, specialty pharmaceuticals and diagnostics companies and was portfolio manager of the Sivik Global Life Science Fund. Before entering the hedge fund industry, Dr. Forbes was a Human Frontiers/Howard Hughes postdoctoral fellow at the Skirball Institute of Biomolecular Medicine at NYU Langone Medical Center from March 1997 to September 2000. Prior to this, Dr. Forbes was a research fellow at Duke University, and also at the Carnegie Institute at Johns Hopkins University. Dr. Forbes is also a member of the Emerging Companies Section and Health Section Governing Boards of the Biotechnology Innovation Organization (BIO) and serves as a Trustee and Director of the Hilary and Galen Weston Foundation, the European arm of the Weston Brain Institute, a charity supporting research into neurodegenerative diseases with the aim of speeding the time to the development of disease modifying treatments for these currently intractable diseases, particularly Alzheimer’s disease. Dr. Forbes received an M.A. in Natural Sciences from Cambridge University and a Ph.D. in Molecular Genetics from Oxford University. Our Board of Directors believes Dr. Forbes’ extensive academic and clinical experience, as well as her knowledge of the industry, qualifies her to serve on our Board of Directors. Keith R. Harris, Ph.D. has served as a member of our Board of Directors since June 2015 and has served as chairman of our Board of Directors since February 2018. Dr. Harris is a London-based investment banker and financier with a 40-year career as a senior corporate finance and takeover advisor. Since 1999, Dr. Harris has been the chairman of Keith Harris & Associates, a sports and financial consulting firm. Dr. Harris previously served as Chief Executive Officer of HSBC Investment Bank from 1994 to 1999 and Seymour Pierce Holdings Limited, a subsidiary of which, Seymour Pierce Limited, was acquired in a pre-paid administration under United Kingdom (“U.K.”) law in 2013. Dr. Harris currently serves on the board of directors of Global Connectivity PLC and previously served on the boards of directors of vTv Therapeutics Inc. and Good Life Plus plc (formerly known as Semper Fortis Esports plc). Dr. Harris received a B.Sc. in business and economics (1st Class Honours) from the University of Bradford and a Ph.D. in Economics from the University of Surrey and in October 2022 became an Honorary Professor of Durham University. Our Board of Directors believes that Dr. Harris’ financial knowledge and experience qualifies him to serve as a member of our Board of Directors. Lord Mendoza CBE has served as a member of our Board of Directors since June 2015. Lord Mendoza is Provost of Oriel College, Oxford University. He has been a member of the House of Lords since October 2020. In 1986, Lord Mendoza founded the custom marketing and publishing agency Forward, subsequently sold to WPP plc. Lord Mendoza served from 2016 to 2020 as a non-executive director of the Department of Digital Culture, Media & Sport within the United Kingdom government and until 2024 served as its Commissioner for Culture within that Department. Lord Mendoza is chairman of the government body Historic England, and a member of the UK Soft Power Council. Lord Mendoza also served as the chairman of Victoria Private Investment Office, a London-based investment advisory firm, from 2010 to 2018. He received an M.A. in Geography from Oxford University. Our Board of Directors believes Lord Mendoza’s extensive experience with investments and public service provides him with the qualifications and skills to serve on our Board of Directors.
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Shareholders
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Shareholders
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Shareholders
| Class II Directors | Age | Director Since | Current Position(s) at MeiraGTx | | Ellen Hukkelhoven, Ph.D. | 38 | October 2017 | Director | | Nicole Seligman | 68 | May 2019 | Director | | Debra Yu, M.D. | 60 | April 2022 | Director |
Class II Directors Whose Terms Expire at the 2026 Annual Meeting of Shareholders
Ellen Hukkelhoven, Ph.D. has served as a member of our Board of Directors since October 2017. Since 2023, Dr. Hukkelhoven has served as the Head of Biotechnology Investments at Perceptive Advisors, LLC (“Perceptive Advisors”), a leading healthcare investment firm, prior to which she served as Managing Director from 2018 to 2023 and a Senior Analyst from 2013 to 2018. Dr. Hukkelhoven serves on the boards of directors of Freenome Holdings, Inc., Kindbody and Partner Therapeutics, Inc. and is a member of the Board of Advisors of the Columbia University Mailman School of Public Health. Prior to joining Perceptive Advisors in 2013, Dr. Hukkelhoven received a B.A. in molecular biology and finance from Princeton University and a Ph.D. in cancer biology from Memorial Sloan Kettering Cancer Center. Our Board of Directors believes that Dr. Hukkelhoven’s academic and biotechnology investing experience qualifies her to serve as a member of our Board of Directors. Nicole Seligman has served as a member of our Board of Directors since May 2019. Ms. Seligman was the President of Sony Entertainment, Inc., a multinational entertainment company, from 2014 to 2016 and of Sony Corporation of America from 2012 to 2016. From 2005 through 2014, she served as the global General Counsel of Sony Corporation. She joined Sony in 2001 as Executive Vice President and General Counsel of Sony Corporation of America. Prior to joining Sony, she was a partner in the litigation practice at Williams & Connolly LLP where she worked on a broad range of complex civil and criminal matters and counseled a broad range of clients, including President William Jefferson Clinton and Hillary Clinton. Ms. Seligman served as law clerk to Justice Thurgood Marshall on the Supreme Court of the United States from 1984 to 1985 and as law clerk to Judge Harry T. Edwards at the U.S. Court of Appeals for the District of Columbia Circuit from 1983 to 1984. Ms. Seligman currently serves on the boards of directors of Intuitive Machines, Inc. and OpenAI, and served on the boards of directors of Paramount Global (formerly Viacom CBS, Inc.), Far Point Acquisition Corporation, WPP plc and Far Peak Acquisition Corporation. Ms. Seligman received her B.A., magna cum laude, from Harvard College (Radcliffe) and her J.D., magna cum laude, from Harvard Law School, where she was a winner of the Sears Prize. Our Board of Directors believes that Ms. Seligman’s extensive experience as a senior executive at a global public company, together with her exceptional achievements in the legal profession and her corporate governance expertise, provide her with the qualifications and skills to serve on our Board of Directors. Debra Yu, M.D. has served as a member of our Board of Directors since April 2022. Since March 2023, Dr. Yu has served as Chief Operating Officer and Partner of Panacea Venture, a healthcare focused venture capital firm. Prior to that, Dr. Yu served as President and Chief Strategy Officer of LianBio, a biotechnology company, from October 2021 to December 2022, and previously served as LianBio’s President and Chief Business Officer from October 2019 until September 2021. From August 2016 to September 2019, Dr. Yu served as Managing Director and Head of Cross Border Healthcare Investment Banking at China Renaissance Securities (U.S.), a brokerage firm. Prior to that, she was Managing Director of Labrador Advisors, LLC, where she advised numerous partnerships and licensing transactions from May 2009 to June 2016. Earlier in her career, she held senior positions in corporate and business development, where she advised numerous partnerships and licensing transactions, including at Pfizer in its Worldwide Business Development organization. Dr. Yu also previously served as a partner at two life science focused venture capital firms in the San Francisco Bay Area. Dr. Yu currently serves as a member of the boards of directors of JW (Cayman) Therapeutics Co. Ltd. (HKG:2126) and Ascentage Pharma Group International (NASDAQ: AAPG; HKG: 6855) and served on the board of directors of ARYA Sciences Acquisition Corp V. Dr. Yu received a bachelor’s degree with high honors in molecular biology from Princeton University and earned a medical degree from Harvard Medical School. Our Board of Directors believes Dr. Yu’s extensive biopharmaceutical and investment experience qualifies her to serve as a member of our Board of Directors.
Compensation Committee
| ● | reviewing and making recommendations to our Board of Directors with respect to director compensation; |
Overview
| ● | Riboswitch Gene Regulation Platform: Our riboswitch technology allows for repeatable, long-term delivery of any messenger RNA (mRNA) from the DNA template encoding any peptide or protein on stimulation by bespoke orally delivered small molecules. |
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| | | | | | | All Other | | | | | Salary | Bonus | Stock Awards | Option Awards | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(2) | ($)(3) | ($) | | Alexandria Forbes, Ph.D. | 2024 | 840,000 | 2,195,703 | 3,819,200 | — | 20,700 | 6,875,603 | | President and Chief Executive Officer | 2023 | 648,000 | 2,204,204 | 2,150,000 | 1,298,250 | 36,378 | 6,336,832 | | Richard Giroux | 2024 | 714,000 | 2,140,000 | 3,819,200 | — | 20,700 | 6,693,900 | | Chief Financial Officer and Chief Operating Officer | 2023 | 544,000 | 1,575,000 | 2,064,000 | 778,950 | 19,800 | 4,981,750 | | Stuart Naylor, Ph.D.(4) | 2024 | 501,165 | 600,000 | 924,000 | — | — | 2,025,165 | | Chief Development Officer | 2023 | 462,146 | 600,000 | 860,000 | 577,000 | — | 2,499,146 |
2024 Summary Compensation Table
| (1) For Dr. Forbes and Mr. Giroux, amounts for 2024 reflect guaranteed and discretionary bonuses paid for performance in 2024. For Dr. Naylor, amount for 2024 reflects a discretionary bonus paid for performance in 2024. |
2024 Summary Compensation Table
| (2) Amounts reflect the aggregate grant-date fair value of option awards and restricted share unit awards granted during the specified year and calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the valuation methodology and assumptions used to calculate the value of these awards made to executive officers in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025. |
2024 Summary Compensation Table
| (3) Amounts shown represent employer contributions to our 401(k) plan for each of Dr. Forbes and Mr. Giroux. |
2024 Summary Compensation Table
| (4) Dr. Naylor’s 2024 base salary amount was paid in pounds sterling and converted to U.S. dollars based on an average exchange rate for 2024 of $1.25511 to £1.00. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of ordinary shares underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards | | | Stock Awards | | | | | | | | | | Market | | | | | | | | Number of | Value of | | | | Number of | Number of | | | Shares or | Shares or | | | | Securities | Securities | | | Units of | Units of | | | | Underlying | Underlying | | | Stock That | Stock That | | | | Unexercised | Unexercised | Option | Option | Have Not | Have Not | | | | Options (#) | Options (#) | Exercise | Expiration | Vested | Vested | | Name | Grant Date | Exercisable | Unexercisable(1) | Price($) | Date | (#)(2) | ($)(3) | | Alexandria Forbes, Ph.D. | 3/4/2016 | 60,551 | — | 7.73 | 3/4/2026 | — | — | | | 9/20/2017 | 83,741 | — | 2.64 | 9/20/2027 | — | — | | | 1/10/2018 | 103,066 | — | 5.63 | 1/10/2028 | — | — | | | 12/29/2018 | 130,000 | — | 9.64 | 12/28/2028 | — | — | | | 1/14/2021 | 63,645 | 1,355 | 16.43 | 1/14/2031 | 30,000 | 182,700 | | | 1/7/2022 | — | — | — | — | 125,000 | 761,250 | | | 2/21/2023 | 103,125 | 121,875 | 8.60 | 2/21/2033 | 250,000 | 1,522,500 | | | 1/17/2024 | — | — | — | — | 620,000 | 3,775,800 | | Richard Giroux | 3/4/2016 | 48,956 | — | 7.73 | 3/4/2026 | — | — | | | 9/20/2017 | 77,299 | — | 2.64 | 9/20/2027 | — | — | | | 1/10/2018 | 96,624 | — | 5.63 | 1/10/2028 | — | — | | | 12/29/2018 | 105,000 | — | 9.64 | 12/28/2028 | — | — | | | 1/14/2021 | 39,166 | 834 | 16.43 | 1/14/2031 | 25,000 | 152,250 | | | 1/7/2022 | — | — | — | — | 105,000 | 639,450 | | | 2/21/2023 | 61,875 | 73,125 | 8.60 | 2/21/2033 | 240,000 | 1,461,600 | | | 1/17/2024 | — | — | — | — | 620,000 | 3,775,800 | | Stuart Naylor, Ph.D. | 3/4/2016 | 25,766 | — | 7.73 | 3/4/2026 | — | — | | | 9/20/2017 | 12,833 | — | 2.64 | 9/20/2027 | — | — | | | 1/10/2018 | 90,182 | — | 5.63 | 1/10/2028 | — | — | | | 12/29/2018 | 100,000 | — | 9.64 | 12/28/2028 | — | — | | | 1/14/2021 | 34,270 | 730 | 16.43 | 1/14/2031 | 23,750 | 144,638 | | | 1/7/2022 | — | — | — | — | 75,000 | 456,750 | | | 2/21/2023 | 45,833 | 54,167 | 8.60 | 2/21/2033 | 100,000 | 609,000 | | | 1/17/2024 | — | — | — | — | 150,000 | 913,500 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The options vest as to 25% of the total shares underlying the option on the first anniversary of the grant date and in equal monthly installments over the ensuing 36 months, subject to the holder’s continued employment with us through the applicable vesting date. The awards are subject to accelerated vesting upon a qualifying termination of employment as described in more detail below under “Executive Compensation Arrangements —Dr. Forbes and Mr. Giroux” with respect to Dr. Forbes and Mr. Giroux, and under “Potential Payments Upon a Termination or a Change in Control” with respect to Dr. Naylor. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The restricted share unit awards vest as to 50% of the award on the second anniversary of the grant date, with 25% of the award vesting on each of the third and fourth anniversaries of the grant date, subject to the holder’s continued employment with us through the applicable vesting date. The awards are subject to accelerated vesting upon a qualifying termination of employment as described in more detail below under “Executive Compensation Arrangements—Dr. Forbes and Mr. Giroux” with respect to Dr. Forbes and Mr. Giroux, and under “Potential Payments Upon a Termination or a Change in Control” with respect to Dr. Naylor. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The market value was determined using a per share value of the Company’s ordinary shares of $6.09 (which was the closing price per share on December 31, 2024, the last trading day of the year). |
Potential Payments Upon a Termination or a Change in Control
Potential Payments Upon a Termination or a Change in Control As described above in the section titled “Executive Compensation Arrangements—Dr. Forbes and Mr. Giroux,” Dr. Forbes and Mr. Giroux may become entitled to certain payments and benefits in connection with their termination or a change in control of our Company. Dr. Naylor may become entitled to certain payments in connection with his termination outside of a change in control of our Company as described above in the section titled “Executive Compensation Arrangements—Dr. Naylor.” In addition to the employment agreement described above, the Company has entered into a change in control agreement with Dr. Naylor. The change in control agreement provides for the payment of benefits if Dr. Naylor’s employment is terminated within twelve months following a Change in Control (defined below), either by the Company not for Cause (defined below) (and not due to Dr. Naylor’s death or disability) or by Dr. Naylor for Good Reason (as defined below). In addition, if Dr. Naylor’s employment is terminated by the Company other than for Cause within two weeks prior to the date of a Change in Control and it is reasonably demonstrated that the termination arose in connection with, or in anticipation of, the Change in Control, the benefits set forth below will be paid to Dr. Naylor. The benefits payable are (i) base salary through the date of executive’s termination and any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which executive may be entitled pursuant to the terms of such plans, programs or arrangements or applicable law, (ii) any unpaid annual bonus earned by executive for the year prior to the year in which the qualifying termination occurs, and (iii) one (1) times the sum of the executive’s annual base salary and target bonus amount based, in each case, on the rate in effect prior to any decrease that would give the executive the right to resign for Good Reason. Additionally, all of executive’s unvested equity or equity-based awards under any of the Company’s equity compensation plans that vest solely based upon executive’s continued employment or service shall immediately become 100% vested on the later of the date of executive’s qualifying termination and the Change in Control (with any such awards that vest in whole or in part based upon the attainment of performance vesting conditions being governed by the terms of the applicable award agreement) and, to the extent necessary, any unvested equity awards will remain outstanding and eligible to vest following executive’s qualifying termination if a Change in Control occurs within two (2) weeks following executive’s qualifying termination. For purposes of the change in control agreement, “Change in Control” means and includes each of the following: (i) a transaction or series of transactions (other than an offering of our ordinary shares to the general public through a registration statement filed with the SEC or a transaction or series of transactions that meets the requirements of clauses (A) and (B) of subsection (iii) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; (ii) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (i) or (iii)) whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the consummation by the Company of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction (A) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and (B) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (B) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction. For purposes of the change in control agreement, “Cause” means any of the following: (i) executive’s commission of an act of fraud, embezzlement or theft against the Company or its affiliates; (ii) executive’s conviction of, or plea of no contest to, a felony or crime involving moral turpitude; (iii) executive’s refusal to perform material duties as an employee of the Company, which to the extent curable, remains uncured for 30 days following executive’s receipt of written notice thereof; (iv) executive’s material breach of any material policy of the Company or any of its affiliates that is applicable to executive or of any material agreement with the Company or any of its affiliates, including any confidentiality and restrictive covenant agreements, which to the extent curable, remains uncured for 30 days following executive’s receipt of written notice thereof; (v) executive’s gross negligence, willful misconduct or any other act of willful disregard for the Company’s or any of its affiliates’ best interests; or (vi) executive’s refusal to cooperate with a governmental or internal investigation of the Company or any of its affiliates, or its or their directors, officers or employees.
Potential Payments Upon a Termination or a Change in Control
For purposes of the change in control agreement, “Good Reason” means the occurrence of any of the following events or conditions without executive’s written consent: (i) a decrease of more than 25% in executive’s base salary; (ii) a decrease of more than 25% in executive’s target bonus amount; (iii) a material diminution in executive’s authority, duties or responsibilities as an executive and/or officer of the Company or the assignment of duties to executive inconsistent with those of an executive and/or officer of the Company, other than as a result of a Change in Control immediately after which executive holds a position with the Company or its successor (or any other entity that owns substantially all of the Company’s business after such sale) that is substantially equivalent with respect to the Company’s business as executive held immediately prior to such Change in Control; (iv) a change in the geographic location of executive’s principal place of employment to any location that is more than 30 miles from the principal place of executive’s employment immediately prior to such change; or (v) the Company’s material breach of a material agreement with executive, including the Company’s failure to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume the change in control agreement.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the following information on total compensation and “compensation actually paid” to our principal executive officer (“PEO”) and to our remaining named executive officers (“NEOs”) for the fiscal years ended December 31, 2024, 2023 and 2022, and the cumulative total shareholder return on our ordinary shares and our net income over the same time period.
Pay Versus Performance
| | | | | | Value of Initial | | | | | | Average | Average | Fixed $100 | | | | | | Summary | Compensation | Investment Based | | | | Summary | Compensation | Compensation | Actually | on Total | | | | Compensation | Actually | Table for | Paid to the | Shareholder | Net Income (Loss) | | | Total for PEO | Paid to PEO | Non-PEO NEOs | Non-PEO NEOs | Return | (in thousands) | | Year | ($)(1) | ($)(2) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | | 2024 | 6,875,603 | 6,053,171 | 4,359,533 | 3,827,994 | 25.65 | (147,791) | | 2023 | 6,336,832 | 5,837,614 | 3,740,448 | 3,465,959 | 29.57 | (84,027) | | 2022 | 7,715,156 | (1,124,733) | 5,291,480 | (1,332,788) | 27.46 | (129,615) |
Pay Versus Performance
| (1) During 2024, 2023 and 2022, our PEO was Alexandria Forbes, Ph.D. and our non-PEO NEOs consisted of Richard Giroux and Stuart Naylor, Ph.D. The amounts shown in these columns represent the total compensation for the PEO and an average of the total compensation for the non-PEO NEOs as reported in the Summary Compensation Table for 2024, 2023 and 2022. |
Pay Versus Performance
| (2) The dollar amounts reported are adjusted to calculate “compensation actually paid” to the PEO and the average “compensation actually paid” to the two non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO and non-PEO NEOs’ total compensation reported in the Summary Compensation Table for fiscal years 2024, 2023 and 2022 to determine the “compensation actually paid”: |
Pay Versus Performance
| | 2024 | | 2023 | | 2022 | | | | | Average Non- | | Average Non- | | Average Non- | | | | PEO | | PEO | | PEO | | Adjustments | PEO ($) | NEOs ($) | PEO ($) | NEOs ($) | PEO ($) | NEOs ($) | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | (3,819,200) | (2,371,600) | (3,448,250) | (2,139,975) | (5,382,500) | (3,875,400) | | Increase for fair value of awards granted during year that remained unvested at year-end | 3,775,800 | 2,344,650 | 2,751,975 | 1,714,043 | 1,630,000 | 1,173,600 | | Change in fair value from prior year-end to year-end of awards granted in a prior year that were outstanding and unvested at year-end | (491,309) | (324,412) | 177,685 | 132,775 | (4,220,708) | (3,287,749) | | Change in fair value from prior year-end to vesting date of awards granted in a prior year that vested during year | (287,722) | (180,177) | 19,372 | 18,669 | (866,681) | (634,719) | | Total adjustments | (822,432) | (531,539) | (499,218) | (274,489) | (8,839,889) | (6,624,268) |
Pay Versus Performance
| (3) Cumulative Total Shareholder Return (“TSR”) is the calculated difference between our share price at the end and the beginning of the applicable measurement period, and our share price at the beginning of the measurement period. To perform this calculation, we assume a $100 investment on December 31, 2021. |
Pay Versus Performance
| (4) The dollar amount reported represents the amount of net income (loss) reflected in our audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following graphs describe the relationship between the “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs, and (i) our cumulative TSR and (ii) our net income (loss), in each case, for the fiscal years ended December 31, 2024, 2023 and 2022.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth the total director compensation in 2024.
2024 Director Compensation Table
| | Fees Earned or | Stock | Option | | | | Paid in Cash | Awards | Awards | Total | | Name | ($) | ($)(1) | ($) | ($) | | Keith R. Harris, Ph.D. | 163,870 | 365,250 | — | 529,120 | | Ellen Hukkelhoven, Ph.D.(2) | — | 219,150 | — | 219,150 | | Martin Indyk, Ph.D.(3) | 43,765 | 219,150 | 120,459 | 383,374 | | Lord Mendoza | 95,054 | 219,150 | — | 314,204 | | Nicole Seligman | 104,768 | 219,150 | — | 323,918 | | Thomas E. Shenk, Ph.D. | 94,754 | 219,150 | — | 313,904 | | Debra Yu, M.D. | 83,957 | 219,150 | — | 303,107 |
2024 Director Compensation Table
| (1) Amounts reflect the full grant-date fair value of restricted share units granted during 2024 computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the valuation methodology and assumptions used to calculate the value of these awards made to non-employee directors in Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025. Drs. Hukkelhoven, Shenk and Yu, Lord Mendoza and Ms. Seligman each elected to defer settlement of their restricted share units granted in 2024. See “Deferred Compensation Plan for Non-Employee Directors” below for information regarding the settlement of these deferred awards. |
2024 Director Compensation Table
| (2) Dr. Hukkelhoven waived the cash compensation payable to her for services on the Board during 2024. Dr. Hukkelhoven is the Head of Biotechnology Investments of Perceptive Advisors, which has the right to receive the director compensation provided in respect of Dr. Hukkelhoven’s board service through a partial management fee offset. |
2024 Director Compensation Table
| (3) Dr. Indyk passed away on July 25, 2024. On August 6, 2024, to recognize Dr. Indyk’s long-standing service on the Board, the Board elected to modify the vested portion (as of the date of his death) of Dr. Indyk’s outstanding option awards to extend the expiration date of such awards to the three-year anniversary of the date of his death. As a result of the foregoing, in accordance with SEC rules, we have reported the incremental fair value of the vested option awards as of the date of the modification in the Option Awards column above. The restricted stock unit award granted to Dr. Indyk on June 6, 2024 was forfeited upon his death in accordance with its terms. |
2024 Director Compensation Table
The table below shows the aggregate number of option awards (exercisable and unexercisable), restricted share units and deferred share units held as of December 31, 2024 by each non-employee director who was serving as of December 31, 2024.
2024 Director Compensation Table
| | | Restricted | Deferred | | | Options | Share Units | Share Units | | Name | Outstanding(#) | Outstanding(#) | Outstanding(#) | | Keith R. Harris, Ph.D. | 156,071 | 75,000 | 20,000 | | Ellen Hukkelhoven, Ph.D.(1) | 100,000 | 45,000 | 50,000 | | Lord Mendoza | 128,341 | 45,000 | 50,000 | | Nicole Seligman | 127,500 | 45,000 | 52,500 | | Thomas E. Shenk, Ph.D. | 142,513 | 45,000 | 50,000 | | Debra Yu, M.D. | 70,000 | 45,000 | 20,000 |
2024 Director Compensation Table
| (1) Amounts shown for options outstanding represent 100,000 options granted to Dr. Hukkelhoven in respect of Dr. Hukkelhoven’s service as a non-employee director. This amount does not include 15,459 options granted to |
2024 Director Compensation Table
| Perceptive Life Sciences Master Fund, Ltd. (the “Perceptive Master Fund”) in respect of Dr. Hukkelhoven’s service as a non-employee director. |