Debra Yu

About Debra Yu, M.D.

Independent Class II director at MeiraGTx since April 2022; age 60; tenure ~3 years as of the 2025 proxy. Former President/Chief Strategy Officer at LianBio; currently COO & Partner at Panacea Venture. Education: A.B. in Molecular Biology (Princeton, high honors) and M.D. (Harvard Medical School). Core credentials span biotech dealmaking, cross‑border healthcare investment banking, and corporate/business development at Pfizer.

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq rules; MeiraGTx lists Debra Yu, M.D. among five independent directors (of seven).
• Committee assignments (no chair roles): Compensation Committee member; Science & Technology Committee member. Not on Audit or Nominating & Corporate Governance.
• Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings where they served.
• Board structure: Independent Chair (Keith R. Harris, Ph.D.) separate from CEO; Chair performs Lead Director functions and presides over executive sessions.
• Director elections and investor sentiment: 2025 AGM quorum ~74.2%; Class I director elected (for reference: Shenk For 40,330,324; Withheld 9,063,978; broker non‑votes 9,917,633). 2024 say‑on‑pay advisory vote passed (For 49,265,710; Against 367,185; Abstain 46,173). Frequency vote set at every 3 years.

Fixed Compensation

• 2024 Director compensation (reported for 2024 service): | Component | Amount (USD) | |---|---| | Fees earned/paid in cash | 83,957 | | Stock awards (grant-date fair value, RSUs) | 219,150 | | Option awards | — | | Total | 303,107 |

• Program structure (effective June 6, 2024 unless noted):

  • Annual cash retainer: $75,000.
  • Annual equity: RSUs only; 45,000 RSUs for non‑chair directors; 75,000 RSUs for Board Chair; vests in a single installment before next AGM or on 1st anniversary.
  • Committee fees: Audit Chair $25,000; Audit member $12,000; Compensation Chair $20,000; Compensation member $10,000; Nominating Chair $15,000; Nominating member $7,500; Science & Tech Chair $15,000; Science & Tech member $7,500.
  • Initial option grant upon first joining the Board: 50,000 options.
  • Change-in-control: All unvested options and RSUs vest in full upon a change in control.
  • Deferred settlement: Directors may defer RSU settlement under the Deferred Compensation Plan.

Performance Compensation

• Performance metrics tied to director pay: None disclosed; annual equity grants are time‑based RSUs (no performance conditions). | Metric | FY2024 Design | Notes | |---|---|---| | Performance-based equity or cash | Not applicable | RSUs vest time‑based; no disclosed performance metrics for directors |

Other Directorships & Interlocks

• Significant shareholders and related‑party context: Perceptive Advisors holds ~16.0% of shares and provides company debt via Perceptive Credit Holdings; the Board determined Perceptive’s representative (Dr. Hukkelhoven) is not independent given these relationships. No such related‑party relationship is disclosed for Dr. Yu.
• Major holders with influence include Sanofi (~15.4%) and J&J/JJDC (~8.4%), but no disclosed conflicts tied to Dr. Yu.
• RED FLAG check: No disclosed loans, payments, or transactions with entities affiliated with Dr. Yu; no disclosed consultant conflicts for the Compensation Committee’s advisor (TCS).

Expertise & Qualifications

• Education: A.B., Molecular Biology (Princeton, high honors); M.D., Harvard Medical School.
• Technical/industry expertise: Biopharma licensing/partnerships, cross‑border healthcare investment banking, venture investing, corporate/business development at Pfizer.
• Board qualifications noted by MeiraGTx: Extensive biopharmaceutical and investment experience.

Equity Ownership

Note: No pledging of company shares by directors is disclosed; anti‑hedging policy is explicit, while pledging is not described—no pledging by Dr. Yu is disclosed.

Governance Assessment

• Strengths and signals

  • Independence and engagement: Independent status with active roles on Compensation and Science & Technology Committees; at least 75% meeting attendance by all incumbents in 2024.
  • Relevant domain expertise: Deep partnering, licensing, and cross‑border deal experience that aligns with MeiraGTx’s partnering and pipeline strategy, enhancing committee effectiveness.
  • Pay structure and alignment: Director pay mixes cash retainer with time‑vested RSUs and includes change‑in‑control vesting; use of deferred settlement further aligns long‑term interests.
  • Shareholder support context: Strong support in 2024 say‑on‑pay (passed) and orderly 2025 director election; Board retains independent chair and regular executive sessions.

• Watch items

  • External load and interlocks: Multiple external board and operating commitments (Panacea Venture, JW Therapeutics, Ascentage Pharma) — monitor for overboarding risk and any future related‑party transactions; none disclosed to date.
  • Ecosystem concentration: Significant shareholders (Perceptive, Sanofi, JJDC/J&J) maintain influence; while Dr. Yu has no disclosed ties to these holders, broader board dynamics merit ongoing oversight.

• RED FLAGS

  • None disclosed for Dr. Yu regarding related‑party transactions, low attendance, hedging, or pledging.