Gerald Brunk
About Gerald Brunk
Gerald Brunk (age 56) is an independent director of enGene Holdings Inc., serving since August 8, 2023, and previously a director of enGene Inc. since October 2017; his current director term expires at the 2025 AGM . He is Co‑founder and Managing Director at Lumira Ventures; earlier, he was an entrepreneur/co‑founder of several venture-funded healthcare companies, an Engagement Manager in BCG’s healthcare practice (1994–1999), and part of Credit Suisse First Boston’s investment banking group (1990–1992) . He holds an MBA from Stanford Graduate School of Business and a B.A. from the University of Virginia . The Board deems him independent under Nasdaq/SEC and NI 52‑110 standards, with audit committee heightened independence if re‑elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumira Ventures | Co‑founder, Managing Director | 2002–present | Venture capital leadership in healthcare; compensation oversight experience |
| The Boston Consulting Group | Engagement Manager, Healthcare | Jul 1994–May 1999 | Strategy and operations expertise |
| Credit Suisse First Boston | Investment Banking (NY) | Jun 1990–Jun 1992 | Capital markets experience |
| Various venture-funded healthcare companies | Co‑founder/Entrepreneur | Pre‑2002 | Company formation/growth experience |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Lumira Ventures | Managing Director | No | VC firm affiliation; not a reporting issuer board |
| Other reporting issuers | — | None | Does not currently serve on other reporting issuer boards |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined Brunk is independent under Nasdaq/SEC and NI 52‑110; meets heightened independence standards for audit committee if re‑elected .
- Terms: Staggered board; Brunk’s current term expires at 2025 AGM and he is nominated for re‑election to a 3‑year term .
- Meeting cadence and attendance: Board held 8 meetings in FY2024; Audit Committee held 5; Compensation Committee held 5; no director attended fewer than 75% of Board/committee meetings .
| Board/Committee | Role | FY2024 Meetings | Attendance Note |
|---|---|---|---|
| Board of Directors | Director | 8 | ≥75% attendance (no director <75%) |
| Compensation Committee | Chair | 5 | ≥75% attendance (no director <75%) |
| Audit Committee | Member | 5 | ≥75% attendance (no director <75%) |
Fixed Compensation
- Policy: Directors receive a cash retainer and committee fees; no meeting fees disclosed. Cash components for FY2024 policy: Board retainer $40,000; independent chair/lead independent director $75,000; Audit Chair $20,000; Audit member $10,000; Compensation Chair $18,000; Compensation member $9,000; NCG Chair $10,000; NCG member $5,000 .
| FY2024 Director Cash Fee Policy | Amount (USD) |
|---|---|
| Board retainer (non‑employee director) | $40,000 |
| Independent Chair or Lead Independent Director | $75,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee member | $10,000 |
| Compensation Committee Chair | $18,000 |
| Compensation Committee member | $9,000 |
| Nominating & Corporate Governance Chair | $10,000 |
| Nominating & Corporate Governance member | $5,000 |
| FY2024 Realized Director Compensation (Name) | Fees Earned (USD) | Option Awards (Grant‑date Fair Value, USD) | Total (USD) |
|---|---|---|---|
| Gerald Brunk | $71,104 | $126,648 | $197,752 |
Performance Compensation
- Equity award design for non‑employee directors: Initial stock option award of 40,000 shares (vests one‑third annually over 3 years); annual stock option award of 20,000 shares (vests in full after 1 year) .
- Options: Exercise price set at fair market value on grant date; 10‑year term; service‑based vesting; subject to continued service .
| Award Type | Shares | Vesting | Exercise Price | Term |
|---|---|---|---|---|
| Initial Director Stock Option | 40,000 | 1/3 at 1st, 2nd, 3rd anniversary | Fair market value on grant date | 10 years |
| Annual Director Stock Option | 20,000 | 100% at 1st anniversary (if ≥4 months’ service pre‑AGM) | Fair market value on grant date | 10 years |
No performance metrics (e.g., TSR, EBITDA) disclosed for director equity awards; awards are time‑based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (does not serve on other reporting issuer boards) |
| Shared directorships/interlocks | None disclosed for Brunk; other directors hold external boards as listed, but Brunk does not |
| VC affiliation | Managing Director at Lumira Ventures; firm and affiliates are significant shareholders in enGene |
Expertise & Qualifications
- Venture capital leadership in biotech/healthcare; recognized experience designing and reviewing executive compensation packages through roles at portfolio companies (as noted in comp committee composition) .
- Strategy and operating experience at BCG’s healthcare practice; capital markets experience at CSFB .
- Education: MBA (Stanford), BA (University of Virginia) .
Equity Ownership
| Holder (as reported) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gerald Brunk | 4,201,853 | 8.2% | Includes 20,000 stock options exercisable within 60 days |
As of April 25, 2025, there were 51,070,851 Common Shares outstanding .
- Significant shareholder context: Lumira Ventures III, L.P. and affiliates beneficially own 4,181,853 shares (8.1%) ; Brunk’s reported beneficial ownership is 4,201,853 (8.2%), cross‑referenced to Lumira footnote and his 20,000 options .
- Pledging/hedging: Not disclosed in the proxy; however, Brunk (listed as “Gerry Brunk, MBA”) signed a 90‑day lock‑up agreement tied to a prospectus, restricting sales, pledges, short sales, and swaps during the lock‑up period .
Governance Assessment
- Board effectiveness: Brunk chairs the Compensation Committee and sits on the Audit Committee, indicating trust in his compensation oversight and financial literacy; both committees are fully independent and met five times in FY2024 .
- Independence & attendance: Board determined Brunk is independent under Nasdaq/SEC and NI 52‑110 (heightened independence for audit committee if re‑elected); no director attended fewer than 75% of meetings in FY2024, supporting engagement .
- Director pay & alignment: Brunk’s FY2024 compensation combined cash fees ($71,104) and option awards ($126,648) under a standardized director policy with time‑based vesting, aligning incentives with tenure and share price .
- Ownership alignment with potential conflict: Brunk’s beneficial ownership (8.2%), including 20,000 options exercisable within 60 days, reflects skin‑in‑the‑game; his Lumira Ventures affiliation (a significant shareholder) creates a potential conflict in some matters, though the Board’s independence determinations mitigate this risk .
- Additional investor confidence signal: Recent lock‑up execution by directors, including Brunk, limits near‑term disposals or hedging, modestly reinforcing alignment post‑offering .
RED FLAGS to monitor
- Venture capital affiliation and significant share ownership can create perceived conflicts on compensation, capital raising, or related-party decisions; continued disclosure and recusal practices should be monitored .
- No explicit director stock ownership guidelines disclosed for compliance benchmarking; absence limits formal alignment assessment .
No issues disclosed
- No related‑party transactions, loans, pledging, hedging or legal proceedings involving Brunk were disclosed in the cited proxy materials; say‑on‑pay outcomes not presented in the proxy/8‑K excerpts retrieved .