Keith Harris

About Keith R. Harris, Ph.D.

Keith R. Harris (age 72) is an independent director and Chairman of the Board at MeiraGTx (MGTX), serving on the board since June 2015 and as Chairman since February 2018. He is a London-based investment banker with a 40-year career, previously CEO of HSBC Investment Bank (1994–1999) and Seymour Pierce Holdings Limited (whose subsidiary entered a pre-pack administration in 2013); he founded and chairs Keith Harris & Associates (since 1999). He holds a B.Sc. in business and economics (1st Class Honours) from the University of Bradford and a Ph.D. in Economics from the University of Surrey and became an Honorary Professor at Durham University in October 2022 .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Harris is independent under Nasdaq rules .
• Board leadership: As independent Chairman, Harris performs Lead Director functions (presides over executive sessions, approves agendas) .
• Committee assignments:
  • Audit Committee: Chair; designated “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
  • Compensation Committee: Chair .
  • Nominating & Corporate Governance Committee: Member .
  • Science & Technology Committee: Not a member .
• Attendance and engagement:
  • 2024: Board met 7 times; Audit 4; Compensation 3; Nominating 1; Science & Technology 2; each director attended at least 75% of meetings; Harris presided over executive sessions .
  • 2023: Board met 10 times; Audit 4; Compensation 2; each director attended at least 75% of meetings; Harris presided over executive sessions .
• Shareholder votes:
  • 2024 AGM say‑on‑pay approval: For 49,265,710; Against 367,185; Abstain 46,173; broker non‑votes 5,739,570 .
  • 2024 frequency of say‑on‑pay: “3 YEARS” received 27,230,167 votes (company adopted triennial) .
  • 2025 AGM quorum and outcomes: One Class I director elected; auditors ratified (quorum ~74.2%) .

Fixed Compensation

• Director fee schedule (effective June 6, 2024):
  • Annual director cash retainer: $75,000
  • Chairman/Lead Independent Director: +$52,500
  • 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 & Technology Chair: +$15,000; Science member: +$7,500

Performance Compensation

• Equity award structure:
  • 2024 change: Annual grants switched to RSUs only; Chairman receives 75,000 RSUs; other directors 45,000 RSUs; grants made at AGM; vest in a single installment on the earlier of the day before the next AGM or first anniversary .
  • 2023 program: Annual grants included both options and RSUs; vesting as above; directors could elect deferral under the Deferred Compensation Plan .
• Deferral: Harris holds 20,000 deferred share units (settle on separation, change-in-control, or death) .

Other Directorships & Interlocks

No related‑party transactions disclosed involving Harris; Board policy requires Audit Committee review of related‑party transactions and sets arm’s‑length criteria .

Expertise & Qualifications

• Audit committee financial expert; extensive corporate finance, takeover advisory background .
• Academic credentials: B.Sc. (1st Class Honours), Ph.D.; Honorary Professor at Durham University; industry leadership via consulting and board service .
• Independent Chairman performing Lead Director responsibilities (agenda setting, executive session presiding) .

Equity Ownership

• Insider trading policy: Prohibits hedging/monetization transactions (e.g., zero‑cost collars, forwards), short sales, and transactions in publicly traded options on Company stock .
• Clawback: Company‑wide clawback policy adopted per Nasdaq Rule 10D‑1 (applies to officers; oversight via Compensation Committee) .
• Pledging: No pledging disclosures found; policy language addresses hedging/derivatives rather than pledging .

Governance Assessment

• Positive signals

  • Independence affirmed; strong attendance (≥75%); Harris presided over executive sessions, indicating active oversight .
  • Audit Committee financial expert; structured related‑party transaction policy; robust insider trading anti‑hedging standards .
  • Shareholder support: Strong 2024 say‑on‑pay approval and triennial frequency adoption; suggests investor confidence in compensation governance .

• RED FLAGS / Watch items

  • Concentration of power: Board Chairman simultaneously chairs both Audit and Compensation Committees—uncommon structure that can raise independence/performance oversight concerns in some governance frameworks even though Harris is independent .
  • Historical reputational risk: Prior leadership of Seymour Pierce Holdings Limited, whose subsidiary entered pre‑pack administration in 2013 (contextual background; no current MGTX link) .
  • Significant shareholder relationships on Board: Another director (Hukkelhoven) is not independent due to Perceptive Advisors stake and financing ties; requires vigilant committee oversight to avoid conflicts (not attributable to Harris but relevant to board dynamics) .

• Compensation structure evolution

  • 2024 shift from options+RSUs to RSUs‑only with increased grant sizes for directors improves alignment and reduces option‑risk complexity, while maintaining annual cash fees—appropriate mix of cash and equity for non‑employee directors .

• Related‑party and conflicts

  • No Harris‑specific related‑party transactions disclosed; Company documents detail material transactions with Perceptive, J&J/JJDC, Sanofi, and Hologen, none indicating Harris involvement .

Overall, Harris brings deep financial and governance expertise with strong engagement and independence. The dual chair roles (Audit and Compensation) alongside Chairmanship warrant continued monitoring to ensure robust checks and balances, especially in oversight of financial reporting and executive/director pay .