Megan Boston
About Megan Boston
Megan Boston is Chief Financial Officer and Secretary (since January 1, 2025) and a director of Benitec Biopharma Inc. She is age 53 as of October 14, 2025, and has served on Benitec’s board since August 2016 (Executive Director since June 2018). Boston is an Australian Chartered Accountant with prior senior roles in risk/compliance and at PwC; she previously served as CEO/Managing Director of ASX-listed Omni Market Tide Ltd and Rision Ltd. The board comprises six directors (four independent); Dr. Jerel Banks serves as CEO and Chairman, and Boston serves concurrently as CFO and director (non-independent). Benitec reported a ~190% increase in TSR in FY2024 vs FY2023 in its Pay vs. Performance disclosure, contextualizing elevated compensation values in that year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Omni Market Tide Ltd (ASX) | Chief Executive Officer | 2014–2018 | Led ASX-listed issuer; finance and risk management focus prior to joining Benitec . |
| Rision Ltd (ASX) | Chief Executive Officer | 2014–2018 | Led an ASX-listed company; operations/governance experience . |
| Various banking institutions | Senior executive roles, risk & compliance | Not disclosed | Built financial controls and risk frameworks . |
| PricewaterhouseCoopers | Professional services | Not disclosed | Audit/consulting foundation; Chartered Accountant . |
External Roles
| Organization | Role | Committee Role | Years |
|---|---|---|---|
| None disclosed in public company filings | — | — | — |
| Benitec’s filings do not list current other public company directorships for Boston . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | 344,541 | 445,610 |
| Annual Bonus ($) | 161,580 (paid for FY2023 performance; FX converted) | 175,000 |
| Target Bonus % of Salary | Not disclosed | 40% (set Dec 9, 2024 for FY2025) |
Base salary actions (timeline):
- July 1–Dec 31, 2024: A$548,100 base (US$350,784 at A$1.00:$0.64) .
- Effective Jan 1, 2025: Increased to $415,000 .
- Effective Mar 1, 2025: Increased to $531,900 .
Other cash/benefits:
- All other compensation FY2025: $250,203 (superannuation and leave payout related to transition to U.S.) .
- All other compensation FY2024: $18,038 .
Performance Compensation
Cash bonus design:
- Discretionary bonuses determined by Compensation Committee; no formulaic revenue/EBITDA/TSR targets are disclosed for NEO cash bonuses .
Equity awards (options) granted to Megan Boston:
| Grant Date | Instrument | Shares | Exercise Price ($) | Vesting | Expiration | Change-in-Control Treatment |
|---|---|---|---|---|---|---|
| Mar 6, 2024 | Nonqualified Stock Options | 200,004 | 5.21 | 3 equal annual installments on each of the first 3 anniversaries | Mar 5, 2034 | Unvested options fully vest upon Change in Control . |
| Dec 9, 2024 | Nonqualified Stock Options | 720,000 | 12.18 | 16 equal quarterly installments; first vest Mar 31, 2025 | Standard option term under plan | Unvested options fully vest upon Change in Control . |
Reported option award fair value in SCT (aggregate):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Option Awards ($) | 914,418 | 7,728,480 |
Outstanding equity awards at FY-end (as of June 30, 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 12/9/2020 | 8,363 | — | 50.66 | 12/8/2030 |
| 6/13/2023 | 2,999 | 6,001 | 3.91 | 6/12/2033 |
| 3/6/2024 | — | 200,004 | 5.21 | 3/5/2034 |
Performance metrics/weights:
- No PSUs/TSR- or EBITDA-linked equity awards disclosed; equity is primarily time-vested options; cash bonuses are discretionary (no disclosed weightings or target/threshold curves) .
Pay-versus-performance context (Company disclosure):
| Measure | FY2022→FY2023 | FY2023→FY2024 |
|---|---|---|
| Total Shareholder Return (TSR) YoY | -11% | +~190% |
| PEO CAP YoY | +~497% | +~460% |
| Avg non-PEO NEO CAP YoY | +~1,019% | +~393% |
Equity Ownership & Alignment
Beneficial ownership (as of Oct 10, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Megan Boston | 267,863 | 1.0% |
Ownership detail (as of Oct 17, 2024):
- 20 shares held by Boston Super Invest Pty A/C Boston Family Super; 25,907 shares held directly; options to acquire 11,362 shares within 60 days; assumes exercise of warrants for an additional 25,907 shares .
- Company policy prohibits hedging and pledging of company securities by employees and directors (reduces forced-selling risk) .
Option overhang/availability context:
- As of June 30, 2024, equity plans had 1,182,140 securities to be issued upon exercise, weighted-average exercise price $1.96, and 22,397 remaining available; predecessor plan awards expired July 1, 2024 .
Director fees:
- Executive officers (Dr. Banks, Ms. Boston) do not receive director retainers; non-employee director fee framework disclosed separately .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Entered July 2018 with Benitec Biopharma Proprietary Limited; position: Executive Director; later confirmed as CFO (effective Jan 1, 2025) while remaining on the Board . |
| Employment Status | At-will; Company must provide ≥6 months’ notice or pay in lieu; Ms. Boston may resign with ≥6 months’ notice . |
| Termination for Cause | Immediate termination without notice for specified causes (serious breach, misconduct, bankruptcy, unsound mind, certain convictions, incapacity) . |
| Post-Employment Restrictive Covenants | Non-solicitation of employees for one year post-employment; confidentiality and IP ownership obligations . |
| Change in Control | Unvested executive options granted Mar 6, 2024 and Dec 9, 2024 accelerate and become fully exercisable upon a Change in Control (single-trigger) . |
| Severance Economics | No cash severance multiple disclosed beyond the six-month notice/pay in lieu construct . |
| Clawback | Compensation Committee administers the Company’s Clawback Policy . |
| Indemnification | Standard D&O indemnification to fullest extent of Delaware law . |
| Hedging/Pledging | Prohibited for employees and directors . |
Board Service & Governance
| Attribute | Detail |
|---|---|
| Board Class/Term | Class III director; term expiring at 2025 annual meeting; nominated for re-election to 2028 if elected . |
| Committee Memberships | None (audit, compensation, nominating committees composed of independent directors) . |
| Board Attendance | Each director attended at least 75% of aggregate Board and committee meetings in last fiscal year; Board held 11 meetings . |
| Independence | Non-independent (serves as CFO); overall Board has four independent directors out of six . |
| Dual-Role Implications | CEO also serves as Chairman (Dr. Banks); Boston serves as CFO and director; committee structure remains independent . |
Investment Implications
- Pay-for-performance alignment: Variable pay currently relies on discretionary cash bonuses and time-vested stock options rather than explicit financial/TSR targets, which can dilute direct line-of-sight alignment but provides retention through vesting; FY2024’s strong TSR (+~190%) coincided with higher reported compensation values .
- Vesting cadence and potential selling pressure: 720,000 options vest quarterly through FY2029 (16 installments starting Mar 31, 2025), and 200,004 options vest annually in 2025–2027, creating regular windows for potential liquidity events as tranches vest; however, hedging/pledging prohibitions reduce forced-sale risk .
- Retention and change-in-control: Single-trigger acceleration on recent grants increases the value-at-risk upon a strategic transaction but may weaken post-close retention versus double-trigger norms; base salary was stepped up in 1Q25 and again Mar 1, 2025, improving near-term retention economics .
- Governance: Boston’s dual role (CFO + director) and CEO/Chairman combination concentrates influence at the top; mitigated by independent committee composition and a majority-independent board (4/6) with robust meeting cadence and ≥75% attendance .
- Ownership alignment: Boston beneficially owns ~1.0% as of Oct 10, 2025; detailed 2024 footnotes show direct and family-super holdings, options exercisable within 60 days, and warrants, suggesting meaningful skin-in-the-game, albeit with a sizable unvested option component .
Appendices
Director Compensation Framework (context)
- Non-employee directors: $40,000 annual retainer; committee chair/member fees; option grants to non-employee directors; executive directors (including Ms. Boston) do not receive director fees .
Named Executive Officer Summary Compensation (Boston)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | 344,541 | 445,610 |
| Bonus ($) | 161,580 (for FY2023, paid in FY2024; FX converted) | 175,000 |
| Option Awards ($) | 914,418 | 7,728,480 |
| All Other Compensation ($) | 18,038 | 250,203 |
| Total ($) | 1,438,577 | 8,599,293 |
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