Dr. Alexander Nichols
About Dr. Alexander Nichols
Dr. Alexander Nichols is Chief Strategy and Operations Officer at enGene (ENGN) since October 21, 2024, after serving as President and Chief Operating Officer from November 1, 2023 to October 21, 2024, and in the same capacity for enGene Inc. since December 2022 . He holds a B.A. in Biochemistry from Oberlin College and a Ph.D. in Biophysics from Harvard University; age 40 as of May 9, 2025 . Prior to enGene, he was President/CEO/co‑founder of Mythic Therapeutics, where he co‑invented the ADC platform and raised >$130M; earlier he was an associate at Flagship Pioneering and part of the co‑founding team of Cogen Therapeutics (now Repertoire Immune Medicines) . Company EBITDA has been negative through FY2024 (see Performance & Track Record).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mythic Therapeutics, Inc. | President, CEO & Co‑founder | Not disclosed | Co‑invented ADC platform; raised >$130M; scaled into emerging ADC innovator |
| Flagship Pioneering Inc. | Associate | Nov 2014 – Sep 2016 | Co‑founding team for Cogen Therapeutics (now Repertoire Immune Medicines) |
| Cogen Therapeutics (Repertoire Immune Medicines) | Co‑founding team member | Not disclosed | Platform founding contributions via Flagship build team |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in ENGN filings | — | — | — |
Policy permits service on boards with CEO consent; no specific external positions disclosed for Nichols .
Fixed Compensation
| Metric | FY 2023 | FY 2024 Terms |
|---|---|---|
| Base Salary ($) | $312,500 | $475,000 (employment agreement effective Nov 1, 2023) |
| Target Bonus (%) | 35% of base | 40% of base |
| Actual Bonus Paid ($) | $128,348 (calendar 2023 corporate goals) | Not disclosed (not an NEO for FY2024) |
Performance Compensation
Annual Cash Incentive Program (Calendar Year 2023)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company operational goals: clinical development (EG‑70/DDX), technology advances, financing, corporate organization/brand | Not disclosed | 35% of base | Met overall corporate goals | $128,348 cash bonus | N/A (cash) |
Option Awards (Nichols)
| Grant Date | Options (#) Exercisable | Options (#) Unexercisable | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 2/18/2023 | 177,935 | — | 1.52 | 2/18/2033 | Fully vested and exercisable |
| 7/7/2023 | 17,835 | 84,089 | 4.25 | 7/7/2033 | 12% vested at grant; remainder vests equally over 48 months; exercisability conditioned on business combination registration effectiveness |
Equity plan provides additional instruments (RSUs, SARs, share units), but no RSU/PSU grants are disclosed for Nichols .
Equity Ownership & Alignment
| As of Date | Shares Beneficially Owned | % of Shares Outstanding | Vested Options (#) | Unvested Options (#) | Pledged/Hedged | Ownership Guidelines |
|---|---|---|---|---|---|---|
| April 4, 2024 | 208,850 | <1% | 195,770 (177,935 + 17,835) | 84,089 | Hedging prohibited; pledging strongly discouraged per Insider Trading Policy | Not disclosed |
Insider Trading Policy prohibits speculative trading and hedging; insiders strongly discouraged from using Company securities as collateral for loans or in margin accounts .
Employment Terms
| Term | Detail |
|---|---|
| Current Role | Chief Strategy and Operations Officer, effective Oct 21, 2024 |
| Employment Agreement (Initial) | Effective Nov 1, 2023; at‑will; base $475,000; 40% target bonus; U.S. benefits |
| Amended & Restated Agreement | Executed Oct 16, 2024; effective Oct 21, 2024; title update; personal tax liability indemnification for Canadian corp‑related taxes; other substantive terms unchanged |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason: 12 months base; 12 months health benefits; prorated bonus if termination ≥6 months into performance period; acceleration/vesting of time‑based equity that would vest in 12 months post‑termination |
| Severance (During CIC Window) | If terminated without Cause/Good Reason within 90 days before to 12 months after a CIC: 12 months base; target bonus; 12 months health; acceleration/vesting of all unvested time‑based equity |
| Non‑compete/Non‑solicit | During employment and 12 months after termination (standard restrictive covenants) |
| Location | Principal place of employment: Boston, MA; U.S.‑based services; travel required |
| Outside Activities | Permitted civic/charitable boards; corporate/advisory boards with CEO consent; subject to Code/policies |
| Clawback | Company adopted clawback policy Nov 22, 2023 per Nasdaq Rule 5608 (recoup incentive‑based compensation upon accounting restatement) |
Performance & Track Record
Company Performance During Nichols’ Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($USD) | -19,189,000* | -25,885,000* | -62,206,000* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Shift toward time‑based options rather than performance share units; Nichols’ awards are options with scheduled vesting, linking retention to continued service rather than defined TSR/financial hurdles .
- Annual cash incentives tied to operational milestones (clinical, technology, financing, organizational goals), indicating pay‑for‑execution emphasis rather than pure financial metrics .
- Clawback policy in place aligned with Nasdaq, strengthening governance and potential recovery of incentive pay if restatements occur .
- Equity plan evergreen amendment approved for 2025 increases available share reserve annually (5% of shares outstanding), supporting ongoing equity compensation capacity across the company .
Investment Implications
- Alignment: Nichols’ compensation links to operational milestones and multi‑year option vesting, promoting execution and retention; however, absence of disclosed performance‑vesting equity may limit direct pay‑for‑performance leverage on TSR/financial outcomes .
- Retention and selling cadence: 7/7/2023 option vests monthly over 48 months, creating a predictable vesting schedule that can translate to regular potential liquidity windows; severance and CIC terms include accelerated vesting, reducing departure friction .
- Ownership: Beneficial ownership is <1%; combined with time‑based options, skin‑in‑the‑game is present but not concentrated; hedging prohibited and pledging discouraged, reducing misalignment risk from derivatives or collateralization .
- Governance risk controls: Company‑wide clawback and insider trading policies mitigate compensation and trading risks; amended employment terms add tax indemnification due to Canadian corporate status, clarifying cross‑border tax exposure .
- Dilution considerations: Evergreen increase to the equity plan enhances capacity for future grants; while supportive of talent retention, it implies ongoing dilution potential, relevant for assessing equity overhang across management, including Nichols .
Note: Nichols was a named executive officer in FY2023 (with disclosed compensation) but not in FY2024 proxy summary tables; specific FY2024 cash bonus/option grants for Nichols are not disclosed in the FY2025 proxy NEO tables .