Philip Astley-Sparke
About Philip Astley-Sparke
Independent director appointed to enGene’s Board effective July 8, 2025, to serve the remainder of Jasper Bos’s term through the 2026 AGM; independence affirmed with no related‑party transactions under Item 404(a) and participation in the standard compensation plan for independent directors . Background spans founding/executive leadership across oncology and gene therapy, including Executive Chairman/co‑founder of Replimune, prior CEO of BioVex (acquired by Amgen), President and later Chairman of uniQure, and current Chairman of Synox Therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioVex Inc. | President & CEO | Through 2011 | Led development of first FDA‑approved oncolytic vaccine; company acquired by Amgen in 2011 . |
| uniQure N.V. | President (U.S.), Chairman | Chairman 2016–2021 | Established U.S. infrastructure; board leadership during gene therapy scaling . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Replimune Group, Inc. (REPL) | Co‑Founder & Executive Chairman | Current | Next‑gen oncolytic immunotherapies; scaling firms to BLA and commercial readiness . |
| Synox Therapeutics Ltd. | Chairman | Current | Board leadership of private therapeutics company . |
Board Governance
- Appointment and Term: Appointed July 8, 2025; serves remainder of Bos’s term through 2026 AGM or until successor is elected .
- Independence: Will participate in standard independent director compensation; no Item 404(a) related‑party transactions reported at appointment .
- Committee Assignments: As of appointment date, committee assignments for newly appointed directors had not yet been determined .
- Indemnification: To enter into indemnification agreement in substantially the same form as included in Exhibit 10.17 to the 2024 Annual Report .
- Board/Committee Framework (context from latest proxy): Standing committees are Audit, Compensation, and Nominating & Corporate Governance; proxy details charters and independence standards under Nasdaq/SEC and CSA . Audit Committee: Lota Zoth (Chair), Gerald Brunk, Richard Glickman; five meetings in FY2024 . Compensation Committee: Gerald Brunk (Chair), Paul Hastings, Wouter Joustra; five meetings in FY2024 . Nominating & Corporate Governance: Richard Glickman (Chair), Jasper Bos, Paul Hastings, Lota Zoth; three meetings in FY2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Fee (non‑employee director) | $40,000 | Paid in cash; travel/lodging reimbursed . |
| Independent Chair/Lead Independent Director | $75,000 | Cash retainer . |
| Audit Committee Chair | $20,000 | Cash . |
| Audit Committee Member (non‑chair) | $10,000 | Cash . |
| Compensation Committee Chair | $18,000 | Cash . |
| Compensation Committee Member (non‑chair) | $9,000 | Cash . |
| Nominating & Corporate Governance Chair | $10,000 | Cash . |
| Nominating & Corporate Governance Member (non‑chair) | $5,000 | Cash . |
Performance Compensation
| Equity Instrument | Grant Size | Exercise Price | Term | Vesting | Notes |
|---|---|---|---|---|---|
| Initial Stock Option Award | 40,000 shares | FMV at grant | 10 years | 1/3 on each of 1st, 2nd, 3rd anniversaries | Granted upon initial election/appointment; subject to Incentive Equity Plan individual limits . |
| Annual Stock Option Award | 20,000 shares | FMV at grant | 10 years | 100% on 1st anniversary | Granted after each annual meeting if ≥4 months’ service; subject to plan limits . |
- Individual limits for non‑employee directors: Aggregate grant‑date value of equity plus cash fees capped at $500,000 per year; $750,000 in the initial annual period for first‑time appointees .
- Equity grant governance: Awards may only be granted when the Company is not in possession of material nonpublic information; timing practices disclosed and monitored .
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Replimune Group, Inc. (REPL) | Nasdaq | Executive Chairman | Operates in immuno‑oncology; industry adjacency to enGene’s gene‑based immunotherapy—monitor for competitive overlap or business dealings; no Item 404 transactions at appointment . |
| Synox Therapeutics Ltd. | Private | Chairman | Therapeutics; no related‑party transactions disclosed with enGene . |
| uniQure N.V. (QURE) | Nasdaq | Former President/Chairman | Prior role; no current interlocks noted . |
Expertise & Qualifications
- Scaled multiple biotech companies from early development to BLA and commercial readiness; deep oncology and gene therapy domain expertise .
- Executive leadership and board governance across public/private biopharma; commercialization and strategic transactions experience .
- Adds commercialization readiness insights aligned with enGene’s planned detalimogene regulatory filings .
Equity Ownership
- ENGN Insider Filings:
- Form 3 filed July 8, 2025 (initial statement of beneficial ownership upon appointment) .
- Form 4 filed in July 2025 reflecting changes in beneficial ownership following appointment (e.g., potential initial option grant timing); filing reference posted (July 10, 2025) and SEC index reference .
- Proxy share ownership table as of April 25, 2025 predates his appointment and therefore does not list his holdings; total common shares outstanding at that date: 51,070,851 .
Governance Assessment
- Strengths:
- Independence and clean related‑party profile at appointment; participation in standardized, modest director compensation program with clear equity grant caps .
- Deep commercialization and BLA experience aligns with enGene’s near‑term strategic priorities for detalimogene, enhancing board effectiveness in go‑to‑market planning .
- Robust committee charters and governance guidelines, with independent composition and defined oversight mandates (Audit/Comp/Nominating) .
- Watch items / RED FLAGS:
- Executive Chair role at Replimune introduces industry adjacency; monitor for future competitive overlap, information flow concerns, or potential related‑party transactions if any business dealings arise (none disclosed at appointment) .
- Committee assignment not finalized at appointment—track subsequent filings for committee placement and attendance to evaluate engagement .
- Equity awards are time‑based options (not performance‑conditioned); while standard for directors, this reduces explicit pay‑for‑performance linkage at the board level; however, awards are capped and aligned with market practice .
Overall implication: Astley‑Sparke’s appointment is a positive signal for commercialization oversight given his track record. Independence and clean 404 profile support investor confidence, with monitoring warranted for any future interlocks or transactions given his senior role at a public immuno‑oncology peer .