Theresa Heggie
BIOCRYST PHARMACEUTICALSAbout Theresa M. Heggie
Independent director at BioCryst since December 2018 (age 64 as of April 14, 2025), with deep rare-disease commercial leadership and prior CEO experience. She serves as Chair of the Corporate Governance & Nominating Committee and sits on the Audit Committee, and is classified independent by Nasdaq standards. She holds a B.S. from Cornell University and has led commercial and operating roles across ProQR, Freeline, Alnylam, Bupa, Shire/Jerini, Janssen, and Baxter. Attendance met company thresholds in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProQR Therapeutics N.V. | Chief Operating Officer | Feb 2022–Oct 2022 | Operational leadership of RNA-editing platform company |
| ProQR Therapeutics N.V. | Chief Commercial Officer | Oct 2021–Feb 2022 | Commercial strategy execution |
| Freeline Therapeutics Holdings plc | Chief Executive Officer | Jun 2020–Aug 2021 | Led a publicly-traded gene therapy company |
| Alnylam Pharmaceuticals, Inc. | SVP, Head of Europe, Middle East, Africa & Canada | May 2017–May 2020 | Built regional commercial footprint |
| Bupa (international healthcare group) | Chief Strategy & Marketing Officer | Jun 2013–Mar 2016 | Strategic and marketing leadership |
| Shire plc | Senior VP, Global Commercial Operations (rare disease) | Pre-2013 | Led rare disease global commercial operations |
| Jerini AG (acquired by Shire) | Chief Executive Officer | Post-acquisition | CEO; led asset Firazyr for HAE |
| Janssen Pharmaceuticals; Baxter Healthcare | Senior commercial positions | Prior to Shire | Progressive commercial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProQR Therapeutics N.V. | Supervisory Board Member | May 2023–present | Current public company role |
| ProQR Therapeutics N.V. | Supervisory Board Member | Jul 2019–Oct 2021 | Prior public company role |
| Freeline Therapeutics Holdings plc | Board Member | Jun 2020–Aug 2021 | Public company role |
| Swedish Orphan Biovitrum AB (Sobi) | Non-executive Director | May 2016–Apr 2017 | Public company role |
| Invivo Partners (Invivo Ventures III) | Scientific Advisory Board Consultant | Current | Early-stage healthcare fund |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee Chair.
- Independence: Board determined nine of ten directors, including Heggie, are independent under Nasdaq.
- Attendance: Board held four meetings in 2024; every director attended at least 75% of Board and committee meetings.
- Executive sessions: Held at every regularly scheduled Board meeting; independent Chair presides.
- Committee activity levels: Audit Committee met eight times; Corporate Governance & Nominating met four times in 2024.
- Stock ownership guidelines: Non‑employee directors must hold ≥3x annual cash retainer within five years; as of Dec 31, 2024, all covered individuals were compliant.
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer (policy) | $45,000 | $80,000 for Chair of the Board |
| Committee retainers (policy) | Audit $10,000 member / $20,000 chair; Comp $7,500/$15,000; Corporate Gov & Nom $5,000/$10,000; Finance $7,500/$15,000; Science $7,500/$15,000; Commercialization $7,500/$15,000 | No meeting fees; quarterly payments |
| Heggie – Fees earned (cash/stock) | $72,500 | She elected to receive 50% of cash retainer in stock; 1,536 shares issued in lieu of $9,375 cash in 2024 |
Performance Compensation
| Equity Grant Detail | FY 2024 |
|---|---|
| RSUs – shares granted | 6,820; grant date June 12, 2024; vest on 12‑month anniversary; grant-date fair value $42,966 |
| Options – shares granted | 49,933; vest on 12‑month anniversary; grant-date fair value $227,500 |
| Annual director equity mix (policy) | Prior to Apr 21, 2025: 70% options / 30% RSUs; after Apr 21, 2025: 60% options / 40% RSUs |
| Director grant cap (plan) | Annual total (cash + equity fair value) capped at $750,000; new director initial award cap $1,000,000 |
- Vesting and change‑of‑control protections: Minimum one‑year vesting; double‑trigger acceleration upon change of control if awards are assumed; full vesting if not assumed.
- No repricing and no dividend payments on unvested awards; plan prohibits tax gross‑ups.
Other Directorships & Interlocks
| Company | Relationship to BCRX | Interlock/Conflict Notes |
|---|---|---|
| ProQR Therapeutics N.V. | Unrelated platform (RNA editing) | No related‑party transactions disclosed with BioCryst since Jan 1, 2024 |
| Freeline Therapeutics; Sobi | Prior board roles | No related‑party transactions disclosed with BioCryst since Jan 1, 2024 |
Expertise & Qualifications
- Public company board experience and CEO experience; rare disease commercial expertise; international rare disease expertise.
- Strategic/transactional and investor/Wall Street experience; regulatory exposure via Board composition and committee oversight.
Equity Ownership
| Metric | As of Apr 14, 2025 |
|---|---|
| Total beneficial ownership (shares) | 311,879; <1% of outstanding |
| Options exercisable as of or within 60 days | 259,027 |
| RSUs vesting within 60 days | 6,820 |
| Shares outstanding basis | 209,207,928 shares |
| Ownership guidelines compliance | All covered individuals compliant as of Dec 31, 2024 |
| Anti‑hedging policy | Hedging and short sales prohibited for directors and employees |
Governance Assessment
-
Strengths: Independent status; chairs Corporate Governance & Nominating and serves on Audit (robust governance and financial oversight). Annual equity with minimum one‑year vesting, double‑trigger change‑of‑control, no repricing, and no tax gross‑ups align director incentives with shareholders. Director ownership guidelines and anti‑hedging policy bolster alignment.
-
Engagement: Company reports all directors met ≥75% attendance in 2024; her committees met regularly (Audit 8x; Governance 4x), supporting active oversight.
-
Compensation alignment: 2024 director equity grants (6,820 RSUs; 49,933 options) plus $72,500 fees; ability to take retainer in stock indicates skin‑in‑the‑game. Annual director equity mix adjusted in 2025 to increase RSU proportion (60/40) modestly shifts risk profile but retains option leverage.
-
Conflicts/related‑party: No related‑party transactions disclosed involving Heggie. ProQR supervisory board role is disclosed; no transactional ties noted.
-
Shareholder signals: Company’s 2024 say‑on‑pay passed with >95% support (executive comp), reflecting broad investor support for compensation philosophy; indirectly supportive of governance quality.
-
RED FLAGS: None disclosed specific to Heggie—no related‑party transactions, no pledging disclosed, and compliance with director ownership guidelines. Monitor external board commitments and evolving equity mix for time‑commitment and pay‑risk balance, though attendance thresholds were met.