Nicole Seligman
MeiraGTx HoldingsAbout Nicole Seligman
Independent director (Class II) of MeiraGTx (MGTX) since May 2019; age 68. Former President of Sony Entertainment, Inc. (2014–2016) and Sony Corporation of America (2012–2016), and global General Counsel of Sony Corporation (2005–2014). Early career includes partnership at Williams & Connolly and clerkships with Justice Thurgood Marshall (U.S. Supreme Court) and Judge Harry T. Edwards (D.C. Circuit). Education: B.A., magna cum laude, Harvard College; J.D., magna cum laude, Harvard Law School (Sears Prize winner). The Board cites her senior executive experience and corporate governance expertise as qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Entertainment, Inc. | President | 2014–2016 | Senior operating leadership of entertainment business |
| Sony Corporation of America | President | 2012–2016 | U.S. leadership role for Sony group |
| Sony Corporation | Global General Counsel | 2005–2014 | Led global legal function |
| Sony Corporation of America | EVP & General Counsel | Joined 2001 | Senior legal leadership |
| Williams & Connolly LLP | Partner (Litigation) | Pre-2001 | Broad complex civil/criminal matters |
| U.S. Supreme Court | Law Clerk to Justice Thurgood Marshall | 1984–1985 | Appellate experience |
| U.S. Court of Appeals, D.C. Circuit | Law Clerk to Judge Harry T. Edwards | 1983–1984 | Appellate experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Intuitive Machines, Inc. | Director | Current | Public company directorship |
| OpenAI | Director | Current | Public company/organization board service as disclosed |
| Paramount Global (formerly ViacomCBS, Inc.) | Director | Prior | Past public company board service |
| WPP plc | Director | Prior | Past public company board service |
| Far Point Acquisition Corporation | Director | Prior | SPAC board service |
| Far Peak Acquisition Corporation | Director | Prior | SPAC board service |
Board Governance
- Independence: The Board determined Seligman is independent under Nasdaq rules. Five of seven directors, including Seligman, are independent.
- Class/Term: Class II director; term ends at the 2026 annual meeting.
- Committee assignments (2024–2025):
- Audit Committee – Member (Audit Chair is Keith R. Harris, Ph.D.; committee members are independent and financially literate; Harris is the audit committee financial expert).
- Nominating & Corporate Governance Committee – Chair.
- Science & Technology Committee – Member.
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings on which they served; all directors attended the 2024 annual meeting except Dr. Hukkelhoven.
- Executive sessions: Regularly scheduled; independent Chair (Dr. Harris) presided in 2024.
- Leadership structure: Independent Chair separate from CEO; Chair executes lead-independent duties.
Fixed Compensation
| Component | 2024 Program Detail | Seligman 2024 Amount |
|---|---|---|
| Annual cash retainer (director) | $75,000 | $104,768 (total cash fees earned) |
| Committee chair fees | Nominating & Governance Chair: $15,000 | Included in cash total |
| Committee member fees | Audit: $12,000; Science & Tech: $7,500 | Included in cash total |
| Chair/Lead independent add-on | $52,500 (not applicable to Seligman) | $0 (not applicable) |
Notes:
- June 2024 program update increased certain retainers and standardized annual equity to RSUs only.
Performance Compensation
| Component | 2024 Equity Grant Mechanics | Seligman 2024 Grant |
|---|---|---|
| Annual equity (director) | 45,000 RSUs for non-chair directors; vest in a single installment on the earlier of the day before the next annual meeting or first anniversary of grant; directors may elect deferral under the Deferred Compensation Plan. | Stock awards (grant-date fair value): $219,150; Seligman elected to defer settlement of 2024 RSUs. |
No director performance metrics (TSR, revenue, ESG, etc.) apply to non-employee director equity; grants are service-based.
Other Directorships & Interlocks
| Company | Overlap/Interlock with MGTX | Notes |
|---|---|---|
| Intuitive Machines, Inc. | None disclosed | No related-party transactions disclosed involving Seligman. |
| OpenAI | None disclosed | No related-party transactions disclosed involving Seligman. |
| Paramount Global; WPP plc; Far Point; Far Peak | None disclosed | Prior service; no interlocks disclosed. |
Expertise & Qualifications
- Corporate governance, complex litigation, and global legal leadership (Sony global GC), plus senior operating roles (President) indicate governance depth suited for Nominating & Governance chair and Audit participation.
- Education and clerkships underscore legal rigor and fiduciary orientation.
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 185,000 shares; <1% of outstanding. Includes 127,500 options exercisable within 60 days and 52,500 deferred share units. |
| Outstanding director equity (12/31/2024) | Options: 127,500; RSUs: 45,000; Deferred share units: 52,500. |
| Anti-hedging | Directors are prohibited from hedging/monetization transactions, short sales, and transactions in publicly traded options on company stock. |
Compensation Committee Analysis (context for governance)
- Compensation Committee composition: Chair Keith R. Harris, members Lord Mendoza and Debra Yu, M.D. (all independent).
- Independent consultant: Total Compensation Solutions (TCS) advised on executive and director compensation; committee determined no conflicts of interest in 2024.
Related-Party Transactions (conflicts review)
- The Audit Committee reviews and approves related-person transactions under a written policy.
- Disclosed related-party relationships involve Perceptive Advisors/Perceptive Credit (debt, equity), Johnson & Johnson/JJDC (asset sale, milestones, ownership), Sanofi (equity), and Hologen (strategic collaboration). None are disclosed as involving Seligman personally.
Governance Assessment
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Strengths
- Independent director with significant governance and legal credentials; chairs Nominating & Corporate Governance, and serves on Audit and Science & Technology committees.
- Attendance threshold met (≥75% of meetings in 2024); engaged at annual meeting.
- Equity alignment via annual RSUs; elected deferral under the director deferred compensation plan, extending alignment horizon.
- Company-level anti-hedging policy strengthens alignment and mitigates conflicted trading risk.
-
Watch items
- Multiple external board commitments (Intuitive Machines, OpenAI) require ongoing monitoring for time/attention allocation; no conflicts disclosed to date.
- Beneficial ownership is <1% of outstanding—as is typical for non-employee directors—while alignment is primarily via service-vesting RSUs and option holdings.
-
No red flags identified in the proxy regarding:
- Related-party transactions involving Seligman. –
- Low attendance or governance violations.
- Hedging/pledging: hedging and certain derivative/short transactions are prohibited; pledging not specifically addressed in the cited section.