Lee G. Giguere
About Lee G. Giguere
Chief Legal Officer and Corporate Secretary at enGene since January 29, 2024; age 45; J.D. and B.Sc. in Finance from Northeastern University . Career foundation in public company securities law and governance, with executive legal leadership across biopharma and medical devices . Company performance during his tenure reflects a pre-revenue profile with EBITDA declining to -$62.2M in FY 2024 from -$25.9M in FY 2023 and net loss improving to -$55.1M from -$99.9M; revenue not reported for FY 2023–FY 2024* [FY 2023, FY 2024 S&P Global]. Annual incentive metrics for 2024 focused on operational goals tied to clinical development, manufacturing, financing, and organizational build-out .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | N/A* | N/A* |
| EBITDA ($USD) | -$25,885,000* | -$62,206,000* |
| Net Income ($USD) | -$99,917,000* | -$55,142,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Obsidian Therapeutics, Inc. | Chief Legal Officer | Nov 2021–Jan 2024 | Led legal function in clinical-stage biotech; corporate and financing execution support . |
| Chiasma, Inc. (NASDAQ: CHMA) | VP, General Counsel | Sep 2019–Nov 2021 | Public company GC overseeing securities law and governance in rare disease biopharma . |
| Karyopharm Therapeutics Inc. (NASDAQ: KPTI) | Deputy GC & Assistant Secretary | Jul 2018–Sep 2019 | Supported oncology portfolio legal operations and SEC governance . |
| Karyopharm Therapeutics Inc. (NASDAQ: KPTI) | Associate GC & Assistant Secretary | Sep 2016–Jul 2018 | Corporate governance and transactions support . |
| Boston Scientific (NYSE: BSX) | Sr. Securities & Governance Counsel | Nov 2013–Sep 2016 | Drove Fortune 500 securities compliance and governance frameworks . |
| Goodwin Procter LLP | Business Law Associate | Not disclosed | Represented public companies in securities, governance, and corporate finance transactions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed . |
Fixed Compensation
| Item | FY 2024 Amount / Terms |
|---|---|
| Annualized Base Salary | $410,000 . |
| Salary Paid (Prorated FY2024) | $312,735 . |
| Target Bonus % | 40% of base salary . |
| Sign-on Cash Bonus | $137,150; deemed earned after 1 year of service . |
| Nonequity Incentive Plan Compensation (2024 award) | $147,862 (based on 2024 corporate goals) . |
| 401(k) Employer Match | $6,159 . |
| Life Insurance Premiums | $304 . |
| Supplemental Disability Premiums | $1,239 . |
Performance Compensation
Annual cash incentive linked to corporate performance criteria (calendar year basis). 2024 criteria included: clinical development of detalimogene voraplasmid, indications/platform progress, manufacturing, financing activity, and corporate organization/brand-building; committee assessed goals as achieved and awarded cash incentives accordingly .
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Clinical development milestones (detalimogene) | Not disclosed | Pre-set 2024 goals | Achieved (committee assessment) | Included in $147,862 award | Cash (calendar-year cycle) . |
| Manufacturing readiness | Not disclosed | Pre-set 2024 goals | Achieved | Included in $147,862 award | Cash . |
| Financing execution | Not disclosed | Pre-set 2024 goals | Achieved | Included in $147,862 award | Cash . |
| Organization & brand build-out | Not disclosed | Pre-set 2024 goals | Achieved | Included in $147,862 award | Cash . |
Equity awards: Option-only grant at hire; company’s Incentive Equity Plan supports options, RSUs, SARs, and other share-based awards, with clawback and change-of-control mechanics; no PSUs disclosed for Giguere .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 25, 2025) | 95,834 Common Shares underlying stock options exercisable within 60 days; <1% of shares outstanding . |
| Shares Outstanding (reference) | 51,070,851 Common Shares . |
| Option Grant (hire) | 225,000 options; granted Mar 15, 2024 at $16.85 exercise; 10-year term to Mar 15, 2034 . |
| Vesting Schedule | 25% on Jan 29, 2025 (employment anniversary), remainder vests monthly over 36 months (approx. 4,688 shares/month) . |
| Hedging & Pledging | Hedging prohibited; pledging strongly discouraged; quarterly and special blackouts; MNPI trading ban . |
| Stock Ownership Guidelines | Not disclosed in proxy . |
Outstanding equity at FYE Oct 31, 2024 showed entire 225,000 unexercisable; vesting commenced Jan 29, 2025 with monthly vest thereafter; expiration Mar 15, 2034 . Clawback policy adopted Nov 22, 2023 consistent with Nasdaq Rule 5608 .
Vesting cadence and potential selling pressure
- Cliff vest: 25% on Jan 29, 2025; then equal monthly vest for 36 months, creating a steady cadence of option eligibility that may contribute to periodic selling pressure once in-the-money .
- Insider Trading Policy constrains trade windows and prohibits hedging; pledging strongly discouraged, mitigating misalignment risk .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Effective Date | Jan 29, 2024 (executed Apr 22, 2024) . |
| Term | At-will; no fixed term . |
| Base Salary & Bonus Opportunity | $410,000 base; 40% annual bonus target . |
| Sign-on Bonus | $137,150; earned upon completion of one full year . |
| Equity | Option to acquire 225,000 Common Shares at fair value on grant date ($16.85 on Mar 15, 2024); 25% vest at 1-year anniversary, then monthly vest over 3 years . |
| Severance (no CoC) | If terminated without Cause or resigns for Good Reason: 12 months base salary; 12 months health benefits; prorated bonus if termination ≥6 months into performance period; acceleration of time-based equity that would vest in the next 12 months . |
| Change-in-Control Severance | If termination without Cause/for Good Reason in CoC period (90 days prior to and 12 months post CoC): 12 months base; target bonus; 12 months health benefits; acceleration of all time-based equity . |
| Restrictive Covenants | Non-compete and non-solicit during employment and for 12 months post-termination . |
| Clawback | Company-wide clawback policy; recoup incentive-based compensation upon accounting restatement, consistent with Nasdaq 5608 . |
Compensation Committee Analysis
- Committee: Gerald Brunk (Chair), Paul Hastings, Wouter Joustra; independent under SEC/Nasdaq and NI 58-101; five meetings in FY 2024 .
- Responsibilities include tying compensation to corporate goals, administering incentive and equity plans, and recommending executive compensation packages .
Investment Implications
- Alignment: Option-only grant with 4-year vesting and broad clawback policy promotes long-term alignment and retention; hedging prohibition and discouraged pledging reduce misalignment risk .
- Retention and separation economics: 12-month non-compete and severance (12 months base; target bonus only in CoC) balance retention with modest separation costs; full time-based equity acceleration under CoC could be material if awards are in-the-money .
- Selling pressure: Post-cliff monthly vesting cadence (~4,688 options/month) establishes a regular opportunity to sell once exercisable and in-the-money; trading constrained by blackout windows and MNPI policy .
- Ownership: Beneficial ownership <1% with options exercisable within 60 days signals limited direct equity exposure typical for newer executives; alignment comes primarily via unvested equity and plan design .
- Performance pay linkage: 2024 bonus paid on operational milestones (clinical, manufacturing, financing, organizational goals), suggesting emphasis on execution versus financial metrics, appropriate for pre-revenue stage .