Ellen Hukkelhoven
MeiraGTx HoldingsAbout Ellen Hukkelhoven
Ellen Hukkelhoven, Ph.D., is a non-independent Class II director of MeiraGTx, serving on the Board since October 2017; she is 38 years old and currently Head of Biotechnology Investments at Perceptive Advisors (previously Managing Director 2018–2023; Senior Analyst 2013–2018). She holds a B.A. in molecular biology and finance from Princeton University and a Ph.D. in cancer biology from Memorial Sloan Kettering Cancer Center . The Board has determined she is not independent due to MeiraGTx’s relationships with Perceptive Advisors and affiliates, which include more than 10% ownership and a $75 million financing with Perceptive Credit Holdings; CEO Alexandria Forbes is also non-independent as an executive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perceptive Advisors, LLC | Head of Biotechnology Investments | 2023–present | Leads biotech investing; firm is a >10% MGTX holder |
| Perceptive Advisors, LLC | Managing Director | 2018–2023 | Senior investment leadership |
| Perceptive Advisors, LLC | Senior Analyst | 2013–2018 | Biotechnology investment research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freenome Holdings, Inc. | Director | Current as of Apr 18, 2025 | Not disclosed |
| Kindbody | Director | Current as of Apr 18, 2025 | Not disclosed |
| Partner Therapeutics, Inc. | Director | Current as of Apr 18, 2025 | Not disclosed |
| Columbia University Mailman School of Public Health | Board of Advisors | Current as of Apr 18, 2025 | Advisory role |
Board Governance
| Attribute | Detail |
|---|---|
| Board class/term | Class II; director since Oct 2017 |
| Committee memberships | None (not listed on Audit, Compensation, Nominating & Corporate Governance, or Science & Technology) |
| Committee chair roles | None |
| Independence status | Not independent (Perceptive Advisors is a >10% shareholder; MGTX has $75m notes with Perceptive Credit Holdings) |
| Board/committee attendance (2024) | Each incumbent director attended at least 75% of Board and applicable committee meetings |
| 2024 Annual Meeting attendance | Did not attend due to a previously scheduled commitment |
| Executive sessions | Regularly scheduled; presided over by independent Chair Keith R. Harris |
Fixed Compensation (Director)
| Year | Cash Fees | Notes | Total |
|---|---|---|---|
| 2024 | $0 | Waived cash compensation; Perceptive Advisors has right to receive director compensation via partial management fee offset | $219,150 stock awards |
Additional program terms for all non-employee directors (effective June 6, 2024): annual cash retainer $75,000; annual equity grant of 45,000 RSUs for directors (75,000 RSUs for Board Chair) on AGM date if ≥6 months of service; committee/leadership retainers (e.g., Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000; Science & Technology Chair $15,000; members $7,500–$12,000) .
Performance Compensation (Director Equity)
| Grant | Type | Grant Date | Quantity | Grant-date Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|---|
| 2024 annual director grant | RSUs | June 6, 2024 (AGM date) | 45,000 | $219,150 | Single installment on earlier of day before next AGM or first anniversary | Elected to defer settlement under the Deferred Compensation Plan |
No performance metrics apply to director equity; awards vest time-based per program and may be accelerated upon change in control; directors may elect deferral of settlement .
Other Directorships & Interlocks
| Relationship | Detail | Governance/Conflict Consideration |
|---|---|---|
| Perceptive Advisors (employer) | Head of Biotechnology Investments; affiliated funds own ~16.0% of MGTX (12,696,562 shares beneficially) | Board determined non-independence due to Perceptive’s ownership and financing relationships |
| Perceptive Credit Holdings III, LP | MGTX $75.0m senior secured notes (Tranche 1); 14.85% interest at 12/31/24; warrants for 400,000 shares @ $15 and 300,000 shares @ $20 (exp. Aug 2, 2027) | Related-party financing overseen under related person transaction policy; Audit Committee reviews such transactions |
| Equity financings | Perceptive Advisors and related funds purchased in May 2023 private placement (4,347,826 and 1,565,217 shares) and Aug 2024 offering (1,250,000 shares) | |
| Director compensation routing | Waived cash fees; compensation may be directed to Perceptive via management fee offset; options/DSUs from service may be held via Perceptive entities (e.g., 100,000 options; 50,000 DSUs) |
Expertise & Qualifications
- Biotech investment specialist: decade-plus in healthcare investing; currently leads biotechnology investments at Perceptive Advisors .
- Academic credentials: Ph.D. in cancer biology (Memorial Sloan Kettering); B.A. in molecular biology and finance (Princeton) .
- External governance exposure: board roles at Freenome, Kindbody, Partner Therapeutics; advisory role at Columbia Mailman School of Public Health .
Equity Ownership
| Holder/Instrument | Amount | Notes |
|---|---|---|
| Beneficial ownership – Ellen Hukkelhoven | 150,000 shares; <1% | Includes 100,000 options exercisable within 60 days and 50,000 deferred share units (settle on separation) |
| Director awards outstanding (as of 12/31/24) | 100,000 options; 45,000 RSUs; 50,000 DSUs | RSUs are 2024 grant; options are in respect of director service; additional 15,459 options were granted to Perceptive Life Sciences Master Fund in respect of her service |
| Anti-hedging policy | Company prohibits hedging, short sales, and trading in options by directors |
Governance Assessment
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Strengths:
- Deep biotech investing expertise and external healthcare network; potential value for capital allocation and pipeline strategy .
- Time-based equity with ability to defer settlement—aligns with longer-term value creation; anti-hedging policy strengthens alignment .
- Related-party transactions are subject to a formal policy and Audit Committee review .
-
Concerns and RED FLAGS:
- Non-independence driven by substantial ownership and creditor exposure of Perceptive; she is an executive at Perceptive. This creates ongoing perceived/actual conflicts around financings, capital structure, and strategic transactions .
- Compensation routing/fee offsets to Perceptive (and options/DSUs held via Perceptive entities) reduce personal economic alignment and may accentuate interlock perceptions .
- No committee assignments—limits direct influence on oversight levers (Audit/Comp/Nominating/Sci & Tech) despite long tenure .
- Attendance: missed the 2024 Annual Meeting (prior commitment), though overall Board attendance met ≥75% threshold .
Implications for investors: While sector expertise is a positive, the combination of non-independence, related-party financing, and compensation routed to a major shareholder warrants elevated monitoring of potential conflicts in financing and strategic decisions. Ensuring robust Audit Committee oversight and transparent recusal practices is key to maintaining investor confidence .
Citations:
- Board composition, bios, independence, attendance, committees, director comp program and grants:
- Related-party policies and transactions (Perceptive financing, warrants; equity financings):
- Beneficial ownership and instrument details:
- Anti-hedging policy: