Wouter Joustra

About Wouter Joustra

Wouter Joustra (age 36) is an independent director of enGene Holdings Inc. (Nasdaq: ENGN) serving since May 15, 2024, with his term expiring at the 2027 AGM. He is a General Partner at Forbion, focusing on late-stage life sciences investments; he holds an M.Sc. in Business Administration and a B.Sc. in International Business and Management from the University of Groningen. He currently serves on the boards of VectorY Therapeutics and NewAmsterdam Pharma N.V. (Nasdaq: NAMS), and previously held board roles at Gyroscope Therapeutics (sold to Novartis), VectivBio (sold to Ironwood), Aiolos Bio (sold to GSK), and Forbion’s SPAC vehicle prior to ENGN’s business combination.

Past Roles

External Roles

Board Governance

• Board status: Independent director under Nasdaq and NI 52-110; independent Board chair is Dr. Richard Glickman. Executive sessions held among independent directors before/after regular meetings as required.
• Committee assignments: Member, Compensation Committee. Compensation Committee met 5 times in fiscal 2024 (Audit: 5; NCG: 3).
• Term/tenure: Director term expires at 2027 AGM (staggered board).
• Attendance: No director attended fewer than 75% of Board/committee meetings in fiscal 2024.

Fixed Compensation

• Director fee policy (FY2024): Board $40,000; independent Chair $75,000; Audit Chair $20,000 (members $10,000); Compensation Chair $18,000 (members $9,000); NCG Chair $10,000 (members $5,000). Initial option: 40,000 shares (vest 1/3 annually over 3 years). Annual option: 20,000 shares (vest in full at 1-year).
• Actual FY2024 earned: Cash fees $22,008 (pro-rated start mid-2024); option grant fair value $259,993 (initial 40,000 shares granted June 18, 2024). Total $282,001.

Performance Compensation

• No director performance-based cash bonuses or PSU metrics disclosed; director equity awards are time-based with standard 10-year option term. Vesting schedules: initial option 40,000 (vest 1/3 on 1st, 2nd, 3rd anniversaries); annual option 20,000 (vest at 1-year).

Other Directorships & Interlocks

• Forbion affiliation: General Partner. Forbion affiliated entity purchased ~$5.0M of ENGN shares in Oct 2024 PIPE (561,797 shares at $8.90), while Joustra and Bos are Forbion general partners.
• FEAC/Forbion Growth sponsor entities: Footnotes describe Joustra’s roles with FEAC Sponsor and Forbion Growth Opportunities Fund investment committee related to 2023 business combination.
• Lumira affiliation: Separate, not tied to Joustra; noted for context (Brunk/Lumira bought $8.0M in Feb 2024 PIPE).

Expertise & Qualifications

• Venture capital and late-stage biotech investing; portfolio management and divestments (Forbion Growth Opportunities).
• Trading/ECM experience (Kempen); board roles across multiple biotech exits (Gyroscope, VectivBio, Aiolos).
• Academic credentials: M.Sc. Business Administration; B.Sc. International Business & Management (University of Groningen).

Equity Ownership

• Beneficial ownership (as of April 25, 2025): 13,333 shares beneficially owned, representing less than 1% of voting power; includes options exercisable within 60 days.
• Options: Initial 40,000-share option granted June 18, 2024; as of Oct 31, 2024, none vested yet (policy vesting 1/3 per year).

Governance Assessment

• Strengths:

  • Clear independence and active committee role (Compensation Committee), with regular executive sessions among independent directors; Board/committee cadence appears robust (≥75% attendance across directors; 5 Compensation Committee meetings in FY2024).
  • Equity alignment via director option grants; hedging prohibited and pledging discouraged; clawback policy in place covering incentive compensation.
  • Signed lock-up in Nov 2025 offering, signaling alignment with financing discipline.

• Potential conflicts and mitigants:

  • Forbion-related PIPE purchase ($5.0M) while Joustra is a Forbion GP raises related-party optics; ENGN discloses transaction under “Related Party Transactions” and applies BCBCA conflict rules (disclose interest; abstain where appropriate).
  • FEAC/Forbion sponsor affiliations noted; ENGN’s governance disclosures emphasize independence determinations and committee independence.

• Compensation reasonableness:

  • Director compensation within policy caps (non-employee director annual cash+equity cap $500,000; $750,000 in initial year); Joustra’s FY2024 total was $282,001.

• Risk indicators observed:

  • No indebtedness to company; no loans; disclosure of related-party transactions; no penalties/sanctions/bankruptcies reported for proposed directors.

RED FLAGS: Forbion affiliation combined with PIPE participation (though disclosed and governed under BCBCA conflict procedures) warrants ongoing monitoring for recusals on financing or transactional votes involving Forbion-linked entities.

Signal to investors: Independent status, committee engagement, prohibitions on hedging, and lock-up participation support alignment; maintain scrutiny on any future related-party financings for process integrity (audit/NCG oversight).

Notes and References

• Board composition, committees, term, attendance:
• Biography, education, external boards:
• Director compensation policy and actuals:
• Ownership table and footnotes:
• Insider Trading Policy (hedging/pledging):
• Clawback policy:
• Related party transactions and conflict-of-interest procedures:
• Lock-up agreement signatories (Nov 2025 offering):
• S-8 signature (Sept 2025):