Alexandria Forbes
MeiraGTx HoldingsAbout Alexandria Forbes
Alexandria Forbes, Ph.D. (age 60) is President, CEO and a Class III Director of MeiraGTx, serving since March 2015; she holds an M.A. in Natural Sciences from Cambridge University and a Ph.D. in Molecular Genetics from Oxford University . Prior roles include SVP Commercial Operations at Kadmon (2013–2015), 11 years as a public markets healthcare investor and portfolio manager, plus academic posts at NYU, Duke, and Carnegie/Johns Hopkins . Board leadership is split (independent Chair Keith Harris), with Forbes not independent given her executive role; she serves on the Science & Technology Committee and attended at least 75% of meetings in 2024 . Pay-versus-performance context: cumulative TSR of 25.65 and net loss of $147,791K in 2024; 2023 TSR 29.57 and net loss $84,027K; 2022 TSR 27.46 and net loss $129,615K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kadmon Holdings, Inc. | SVP, Commercial Operations; Director | 2013–2015 (SVP); Director until 2018 | Commercial leadership; strategic board perspective |
| Sivik Global Life Science Fund | Portfolio Manager | ~11 years (prior to 2013) | Public markets investing across biotech, specialty pharma, diagnostics |
| NYU Langone (Skirball Institute) | Human Frontiers/Howard Hughes Postdoctoral Fellow | 1997–2000 | Molecular genetics research training |
| Duke University; Carnegie Institute/Johns Hopkins | Research Fellow | Pre-1997 | Foundational academic research experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Member, Emerging Companies Section & Health Section Governing Boards | Current | Industry policy/advocacy; networking with peers and investors |
| Hilary & Galen Weston Foundation | Trustee & Director | Current | Oversight of funding for neurodegenerative disease research |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 648,000 | 840,000 (raised effective July 1, 2023) |
| Guaranteed Annual Bonus (% of Base) | 100% (per employment agreement) | 100% (per employment agreement) |
| Target Performance Bonus (% of Base) | 60% (per employment agreement) | 60% (per employment agreement) |
| Actual Bonus Paid ($) | 2,204,204 (guaranteed + discretionary) | 2,195,703 (guaranteed + discretionary) |
| Other Cash/Benefits | 401(k) employer contribution $36,378 | 401(k) employer contribution $20,700 |
Performance Compensation
| Award/Metric | Grant Date | Units/Value | Plan Terms | Vesting |
|---|---|---|---|---|
| RSU (Annual grant for 2024 performance) | April 2025 | 950,000 RSUs; $6,042,000 FV | Long-term retention and value creation focus | 50% on 2nd anniversary; 25% on 3rd; 25% on 4th anniversary of grant |
| RSU (Time-based) | Jan 17, 2024 | 620,000 RSUs; $3,775,800 MV @ $6.09 | Time-based retention award | 50% on 2nd anniversary; 25% on 3rd; 25% on 4th anniversary |
| RSU (Prior awards) | Jan 7, 2022; Jan 14, 2021; Feb 21, 2023 | 125,000; 30,000; 250,000 RSUs | Time-based | Per RSU schedule; subject to acceleration upon qualifying termination |
| Stock Options | Feb 21, 2023 | 103,125 ex.; 121,875 unex.; $8.60 strike; exp. 2/21/2033 | Standard 4-year vest (25% at year 1, then monthly) | As stated; accelerated vesting upon qualifying termination |
| Annual Cash Bonus (Performance) | 2024 | Part of $2,195,703 total bonus | Targets: clinical, transactional, regulatory, corporate milestones (discretionary) | Not applicable (cash) |
2024 performance highlights driving incentive payouts: RMAT designation for Xerostomia program, positive AAV-GAD Parkinson’s data, LCA4 pediatric progress, multiple rare pediatric designations, UK/IE manufacturing license renewals, $60M J&J milestones, $51M equity financing led by Sanofi .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,025,403 shares (2.5% of outstanding) as of Mar 31, 2025 |
| Options Exercisable within 60 days | 568,920 options (included in beneficial ownership) |
| Unvested RSUs Outstanding (12/31/2024) | 1) 30,000; 2) 125,000; 3) 250,000; 4) 620,000 RSUs |
| Anti-Hedging / Derivatives | Company policy prohibits hedging, short sales, and trading in options/derivatives |
| Pledging of Shares | No pledging disclosure found in proxy; anti-hedging policy does not explicitly address pledging |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Initial 3-year term; auto-renews annually unless either party gives 90 days’ notice |
| Cash Bonus Structure | Guaranteed annual bonus = 100% of base; performance bonus target = 60% of base |
| Strategic Collaboration Bonus | Cash bonus payable on collaborations with upfront payments; not less than 1% of upfronts for CFO (committee discretion for CEO) |
| Death/Disability or Resignation without Good Reason | Pay base + guaranteed + performance bonus as if employment continued for 12 months |
| Termination without Cause / Non-Renewal by Company / Good Reason (incl. Change-in-Control) | 3 months’ notice or pay in lieu; 24 months of base, guaranteed and performance bonuses (including pro-rated stub amounts); 24 months benefits; full vesting of incentive and deferred comp; acceleration of unvested equity; grant of any ungranted vested shares to which entitled; cash termination fee equal to 1.50% of average market value (90-day average) plus tax gross-up (CEO) |
| “Cause” Definition | Includes fraud/embezzlement; felony; willful misconduct; etc. |
| “Good Reason” Definition | Includes material diminution of duties, reporting change, change in control, salary reduction, relocation >15 miles from Manhattan, breach, illegal conduct demand, hostile/abusive environment |
| Clawback Policy | Nasdaq Rule 10D-1 compliant clawback adopted in 2023 for restatements (3-year lookback) |
Board Governance
- Structure: Independent Chair (Keith R. Harris) separate from CEO; Chair functions as Lead Director .
- Independence: Forbes is not independent (current employee), other directors mostly independent (5 of 7) .
- Committees: Forbes serves on Science & Technology; committee roster: Audit, Compensation, Nominating & Corporate Governance, Science & Technology .
- Attendance: All incumbent directors ≥75% meeting attendance in 2024; all attended 2024 AGM except one director due to prior commitment .
- 2025 AGM Voting: Class I director elected with 40.33M FOR; auditor ratified (45.40M FOR) .
- Director fee program: Applies to non-employee directors; cash retainer $75,000 plus role-based fees and annual RSUs (45,000; Chair 75,000), with option grants on initial appointment .
Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 15,563,000 * | 37,701,000 * | 15,920,000 * | 14,017,000* | 33,279,000 * |
| EBITDA ($) | -58,382,000* | -64,885,000* | -107,632,000* | -123,331,000* | -151,384,000* |
Values retrieved from S&P Global.*
| Pay vs Performance | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Fixed $100 investment) | 27.46 | 29.57 | 25.65 |
| Net Income (Loss, $000s) | (129,615) | (84,027) | (147,791) |
Investment Implications
- Pay-for-performance alignment: Guaranteed 100% of base plus large discretionary bonuses despite continued net losses suggests a high guaranteed cash component; heavy RSU usage with multi-year cliff (50% at year 2) promotes retention but can concentrate insider selling at vest dates .
- Change-in-control economics: CEO protection is robust—24 months cash (base + guaranteed + performance bonuses), full equity acceleration, and a unique 1.50% “market value” cash termination fee with tax gross-up—shareholder-unfriendly features that could dilute alignment in certain outcomes .
- Ownership alignment: 2.5% beneficial stake with 568,920 near-term exercisable options shows skin-in-the-game; unvested RSUs (1,025,000+ units) indicate sizable future vesting over 2026–2028, potentially creating scheduled selling pressure absent 10b5-1 plans (none adopted in Q4 2024 per 10-K) .
- Governance mitigants: Independent Chair and active committee structure, formal clawback, and anti-hedging policy are positives; however, lack of disclosed director ownership guidelines and the presence of strategic collaboration bonuses could incentivize deal-making over long-term value if not balanced by performance hurdles .