Lord Mendoza
MeiraGTx HoldingsAbout Lord Mendoza
Lord Mendoza CBE (age 65) has served as an independent director of MeiraGTx Holdings plc since June 2015. He is Provost of Oriel College, Oxford University, and has been a member of the UK House of Lords since October 2020. He holds an M.A. in Geography from Oxford and founded Forward, a custom marketing and publishing agency later sold to WPP plc, with extensive public service and investment leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forward (sold to WPP plc) | Founder | 1986 onward (sold thereafter) | Built custom marketing/publishing agency; strategic brand work |
| Department for Digital, Culture, Media & Sport (UK Govt) | Non‑executive Director | 2016–2020 | Governance oversight in cultural policy |
| Department for Digital, Culture, Media & Sport (UK Govt) | Commissioner for Culture | Until 2024 | National culture strategy; sector stewardship |
| Victoria Private Investment Office | Chairman | 2010–2018 | Investment advisory leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oriel College, Oxford University | Provost | Current | Academic leadership |
| House of Lords (UK) | Member | Since Oct 2020 | Legislative oversight |
| Historic England | Chairman | Current | National heritage body governance |
| UK Soft Power Council | Member | Current | International influence policy |
Board Governance
- Class III director; term runs to 2027 annual meeting .
- Independence: Board determined Lord Mendoza is independent under Nasdaq rules .
- Committee assignments:
- Compensation Committee: Member (not Chair)
- Nominating & Corporate Governance Committee: Member (not Chair)
- Science & Technology Committee: Member (not Chair)
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting except Dr. Hukkelhoven (implying Lord Mendoza attended) .
- Executive sessions: Held regularly; chaired by independent Board Chair Dr. Harris .
- Lead independent director: Not applicable; independent Board Chair (Dr. Harris) performs lead director functions .
Committee Assignments Table
| Committee | Role | Chair? |
|---|---|---|
| Compensation | Member | No |
| Nominating & Corporate Governance | Member | No |
| Science & Technology | Member | No |
Fixed Compensation
- Program structure (effective June 6, 2024):
- Annual cash retainer: $75,000
- Committee fees: Compensation Committee member $10,000; Nominating & Corporate Governance member $7,500; Science & Technology member $7,500
- Chair adders: not applicable to Lord Mendoza
- Annual equity: 45,000 RSUs for non‑employee directors (75,000 RSUs for Chair) granted at AGM; initial board option grant of 50,000 options at first appointment remains policy, but annual awards changed to RSUs only in 2024
2024 Director Compensation – Lord Mendoza
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $95,054 |
| Stock Awards ($) | $219,150 |
| Option Awards ($) | $0 |
| Total ($) | $314,204 |
Notes:
- The Board updated the program in June 2024 to RSUs-only annual grants and increased share counts; vesting in a single installment on the earlier of the day before the next AGM or first anniversary of grant; all unvested awards vest on change in control .
Performance Compensation
- RSU grant policy: Annual RSU grant of 45,000 units to non‑employee directors; vests in a single installment on the earlier of the day before the next AGM or the first anniversary of grant; settlement may be deferred under the Deferred Compensation Plan .
- 2024 equity actions: Lord Mendoza received RSUs valued at $219,150 and elected to defer settlement of his 2024 RSUs .
Director Equity Awards – Structure and 2024 Grant
| Item | Detail |
|---|---|
| 2024 RSUs Granted | 45,000 units |
| 2024 RSU Grant Fair Value | $219,150 |
| Vesting | Single installment: before next AGM or first anniversary of grant |
| Deferred Settlement (2024 election) | Yes (deferred share units) |
| Change‑in‑Control | Unvested options/RSUs vest in full upon change in control |
No director performance metrics (TSR, EBITDA, ESG) are tied to non‑employee director pay; awards are time‑based per policy .
Other Directorships & Interlocks
- Public company boards (past 5 years): None disclosed for Lord Mendoza in MeiraGTx’s director biographies (public boards are explicitly listed for other directors; none appear for Lord Mendoza) .
- Interlocks with major shareholders, suppliers, or customers: None disclosed involving Lord Mendoza. Related‑party transactions disclosed pertain primarily to Perceptive Advisors (linked to Director Dr. Hukkelhoven), Johnson & Johnson Innovative Medicine, Sanofi, and Prosight; no Lord Mendoza‑specific transactions noted .
Expertise & Qualifications
- Investment leadership (Chairman, Victoria Private Investment Office) and founding/operator experience (Forward) .
- Public service/governance in culture and heritage (Historic England Chair; DCMS roles; UK Soft Power Council; House of Lords) .
- Academic leadership (Provost, Oriel College) .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 191,224 (<1%) |
| Included in Beneficial Ownership | 128,341 options exercisable within 60 days; 50,000 deferred share units (settleable upon ceasing directorship) |
| Outstanding Equity Positions (as of 12/31/2024) | Options Outstanding: 128,341; RSUs Outstanding: 45,000; Deferred Share Units: 50,000 |
| Hedging/Pledging | Hedging and transactions in publicly traded options are prohibited by company policy; no pledging disclosures noted . |
Governance Assessment
- Independence and committee coverage: Independent director with roles on Compensation, Nominating & Corporate Governance, and Science & Technology Committees; diversified oversight across pay, governance, and R&D, supporting board effectiveness .
- Engagement: Met minimum attendance thresholds and attended the annual meeting, indicating active participation .
- Alignment: Holds options, RSUs, and deferred share units; 2024 decision to defer RSU settlement suggests long‑term orientation, though absolute ownership is <1% (typical for non‑employee directors) .
- Policies: Company maintains anti‑hedging policy and clawback policy (officer‑focused) enhancing governance posture; clawback policy adoption aligns with Nasdaq/Exchange Act requirements .
- RED FLAGS:
- None disclosed specific to Lord Mendoza regarding related‑party transactions, hedging/pledging, low attendance, or compensation anomalies. Director‑level compensation is time‑based RSUs plus standard cash retainers and committee fees under a transparent program updated in 2024 -.
Implications for investors: Lord Mendoza brings high‑level governance and cultural institution leadership with broad committee participation. Absence of disclosed conflicts and adherence to anti‑hedging/deferred equity structures support investor confidence, while limited public‑company board experience in biotech is balanced by multi‑committee oversight and independent status .